S-1

As filed with the Securities and Exchange Commission on March 18, 2010

Registration Statement No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

The Telx Group, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	4899	13-4129783
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

1 State Street, 21st Floor

New York, NY 10004

(212) 480-3300

(Address, including zip code, and telephone number, including area code, of Registrants’ principal executive offices)

Eric Shepcaro

Chief Executive Officer

The Telx Group, Inc.

1 State Street, 21st Floor

New York, NY 10004

(212) 480-3300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael L. Zuppone, Esquire Paul, Hastings, Janofsky & Walker, LLP 75 East 55^th Street New York, New York 10022 (212) 318-6000 Facsimile: (212) 319-4090 William P. Rogers, Jr., Esquire
Cravath, Swaine & Moore LLP 825 Eighth Avenue New York, New York 10019 (212) 474-1000 Facsimile: (212) 474-3700

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer ¨
Non-accelerated filer x	(Do not check if a smaller reporting company)	Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE(1)

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, par value $0.0001 per share	$100,000,000	$7,130

(1) In accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares being registered and the proposed maximum offering price per share are not included in this table.

(2) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 18, 2010

             Shares

Common Stock

This is the initial public offering of shares of common stock of The Telx Group, Inc.

We are selling                      shares of our common stock and the selling stockholders are selling shares of our common stock. We will not receive any of the proceeds from the shares of common stock sold by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $             and $             per share. We will apply to list our common stock on The Nasdaq Global Market under the symbol “TELX.”

See the section entitled “Risk Factors” beginning on page 9 to read about factors you should consider before buying shares of our common stock.

	Per Share	Total
Initial public offering price
Underwriting discounts and commissions
Proceeds, before expenses, to the company
Proceeds, before expenses, to the selling stockholders

The underwriters have an option to purchase a maximum of              additional shares of our common stock to cover over-allotments of shares of common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares against payment in New York, New York on                     , 2010.

Goldman, Sachs & Co. Deutsche Bank Securities

	RBC Capital Markets
Oppenheimer & Co.	Piper Jaffray	SunTrust Robinson Humphrey

The date of this prospectus is                     , 2010.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	9
Forward-Looking Statements	26
Use of Proceeds	28
Dividend Policy	29
Capitalization	30
Dilution	32
Selected Consolidated Financial Data	34
Management’s Discussion and Analysis of Financial Condition and Results of Operations	36
Business	63
Management	79
Executive Compensation	84
Certain Relationships and Related Party Transactions	99
Principal and Selling Stockholders	103
Description of Capital Stock	105
Description of Indebtedness	109
Shares Eligible for Future Sale	113
Material U.S. Federal Tax Considerations	115
Underwriting	120
Legal Matters	124
Experts	124
Where You Can Find More Information	124
Index to Consolidated Financial Statements	F-1

Through and including                     , 2010 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

Market data and industry statistics and forecasts used throughout this prospectus are based on independent industry publications, reports by market research firms and other published independent sources. Tier1 Research, Cisco, Gartner, The Insight Research Corporation, the U.S. Census and Nemertes Research are the primary sources for third-party market data and industry statistics and forecasts. Some data and other information are also based on our good faith estimates, which are derived from our review of internal surveys and independent sources. Although we believe these sources are credible, we have not independently verified the data or information obtained from these sources.

The Gartner reports described herein (the “Gartner Reports”) represent data, research opinion or viewpoints published, as part of a syndicated subscription service by Gartner, Inc. (“Gartner”), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Reports are subject to change without notice.

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should carefully read the entire prospectus, including the section entitled “Risk Factors” and our financial statements and related notes, before you decide whether to invest in our common stock. If you invest in our common stock, you are assuming a high degree of risk. See the section entitled “Risk Factors.” References to “we,” “our,” “our company,” “us,” “the company,” “Telx,” or “The Telx Group, Inc.” refer to The Telx Group, Inc. and its consolidated subsidiaries. References to “GI Partners Funds” refer to GI Partners Fund II, L.P. and GI Partners Side Fund, II, L.P., collectively and references to “GI Partners” refer to the entities that control or manage the GI Partners Funds. Unless otherwise indicated, industry data are derived from publicly available sources, which we have not independently verified.

Business Overview

Telx is a leading provider of network neutral, global interconnection and colocation solutions in the United States. Our interconnection and colocation offerings enable customers to seamlessly connect to hundreds of diverse communications networks and other enterprises. Additionally, we provide a secure and reliable environment to house customers’ mission-critical equipment and time sensitive data. We believe that our 15 facilities, located in nine tier-1 markets, are some of the most strategically positioned datacenters in the United States. These facilities are located at the primary intersections of multiple, major international and domestic fiber routes where we believe Internet and private network traffic is most concentrated and interconnection demand is highest. We believe that our average of 37 physical interconnections per customer gives us greater physical interconnection density than our competitors. Over the last two years, we have grown our revenues from $50.8 million in 2007 to $98.3 million in 2009, representing a compound annual growth rate of 39%.

As a network neutral provider, we are an unbiased intermediary that provides the necessary interconnection products and related services that facilitate the exchange of communications network traffic between our customers. Customers within a Telx facility are able to connect to any other customer within the facility, including up to 290 communications service providers, depending on the facility. These interconnections effectively allow a customer to replace their existing and more expensive network alternatives. Through these interconnections, our facilities host diverse and densely populated ecosystems of communications service providers, enterprises, online media, video and content providers, and other entities. Our customers benefit from greater choice of networks, reduced network costs, improved capital budget efficiency, improved performance and access to revenue opportunities with accelerated time to market.

With 763 customers and 28,272 total physical interconnections within our facilities as of December 31, 2009, our interconnection-centric model targets customers that value the interconnection density in our secure and reliable environments. The table below is a representative list of those customers:

Communications Service Providers	Enterprises/Institutions	Online Media, Video and Content Providers	Government / Cloud / SaaS / Other
AT&T Clearwire Cogent Level 3 Communications Qwest Reliance Globalcom Sprint Switch & Data Tata Telecom Telecom Italia Verizon	ACTIV Financial Systems Emory University Hewlett Packard International Securities Exchange (ISE) University of Florida	CBS Cumulus Media Justin TV JahJah Viacom Yahoo!	iland Internet Solutions NASA (via Arcata Associates) Salesforce.com SoftLayer Technologies

1

We evaluate market leadership based on publicly available information for physical interconnections per customer and our experience in the industry. Based on this framework, we believe that our average of 37 physical interconnections per customer as of December 31, 2009 makes us a leading network neutral, global interconnection and colocation solutions provider in the United States. We believe that the interconnection density within our facilities creates a network effect that increases the value proposition of our products and related services with each additional customer added to the ecosystems, enhancing our ability to both retain existing customers and attract new customers. Our 15 interconnection and colocation facilities are located in the New York Metropolitan area, the San Francisco Bay area, Los Angeles, Dallas, Chicago, Atlanta, Phoenix, Charlotte and Miami.

The global Internet datacenter market is estimated to grow at a compound annual growth rate of 19% from $9.2 billion in 2008 to $15.5 billion in 2011 according to Tier1 Research’s Internet Datacenter Global Markets Overview—2010 report. Increasing demand for our network neutral interconnection and colocation products and related services is being driven by powerful trends, including favorable datacenter supply and demand dynamics, continued growth in Internet traffic, increasing enterprise adoption of datacenter outsourcing and network based applications, continued adoption of Ethernet technologies, continued growth of Internet video, emerging computing technologies such as cloud computing, increasing demand for proximity hosting and low latency (or low time delay) networking, and increasing datacenter power and cooling requirements.

Our business is characterized by significant monthly recurring revenue, low churn (or loss of revenue), and a predictable cost structure. We generate revenue by charging our customers a recurring monthly fee for our interconnection and colocation products and related services, a one-time fee for the installation of related colocation and interconnection products, and an hourly or a subscription fee for technical support services. The combination of our recurring revenues, representing approximately 94% of our total revenue, and our low churn provides us significant visibility into our revenue generating capabilities for the coming years. We believe our interconnection-centric business model differentiates us from our competition. It improves our ability to maximize revenues and profitability relative to other predominately colocation-centric providers that do not have a similar level of interconnection density within a comparable physical footprint. Additionally, our interconnection-centric model improves our profitability and capital efficiency because we can add a significant number of interconnections between existing customers within our facilities without leasing additional space or incurring significant additional costs.

Our revenue growth since 2007 is primarily the result of organic growth, consisting of increasing amounts of our products and related services provided to existing and new customers. From December 31, 2007 to December 31, 2009, we have grown our customer base from 495 to 763 customers representing a 24% compound annual growth rate and our total physical interconnections increased from 19,692 to 28,272 representing a 20% compound annual growth rate. Over the same period, to meet our customers’ increasing demand for our products and related services, we have expanded our footprint from 370,543 gross square feet to 478,412 gross square feet representing a compound annual growth rate of 14%. The growth in our facility footprint was accomplished through the addition of three new facilities and the expansion of our existing space within our other facilities. We believe that our existing customer base, products and services will continue to grow, which will enhance the ecosystems within our facilities and in turn support our ability to attract new customers.

2

Our Competitive Strengths

Customers typically use our products and related services because we provide them with a level of interconnection access, quality of service, reliability and flexibility that is difficult to replicate independently or with another interconnection and colocation provider. We believe that our key competitive strengths, which are described below, position us well to take advantage of the favorable trends in our industry.

Strategically Focused Footprint.    Our 15 facilities in nine tier-1 markets across the United States are located at the primary intersections of multiple, major international and domestic fiber routes where we believe Internet and private network traffic is most concentrated and interconnection demand is highest.

Industry Leader in Physical Interconnections.    As of December 31, 2009, we facilitated a total of 28,272 physical interconnections between our customers, which represent an average of 37 physical interconnections per customer. This allows our customers to achieve the seamless exchange of information across hundreds of communications service providers, enterprises, online media, video and content providers, government agencies, cloud computing providers and Software as a Service (SaaS) providers. We believe that our average of 37 physical interconnections per customer as of December 31, 2009, represents greater physical interconnection density than our peers in the United States.

Network Neutral Business Model.    We do not own or operate our own network. The ecosystems in our facilities provide our customers with the flexibility to optimize their connection partners based on their individual application and connectivity requirements. We believe this optionality provides for increased operational efficiency and reduced cost for the customer.

High Barriers to Entry.    We believe our interconnection-centric model has high barriers to entry primarily resulting from the difficulty in replicating the ecosystems that exist within our facilities and the resulting network effect that exists among our customers. Significant time and resources are required to develop these ecosystems. In addition, we believe that the buildings in which we operate are already the primary landing points and crossroads for global fiber networks and the ability to replicate this network proximity would be difficult and cost prohibitive. While significant barriers to entry exist, we believe that our experience, relationships with a critical mass of communities of interest and leading communications service providers, reputable brand, associated track record and proven business model enable us to pursue expansion opportunities more effectively than potential competitors.

Exclusive Operator of Interconnection Areas within 10 Digital Realty Trust Wholesale Datacenter Buildings.    Our relationship with Digital Realty Trust, Inc. (“Digital Realty Trust”), one of the leading datacenter real estate investment trusts, generally provides us with the exclusive ability to operate the interconnection areas in 10 tier-1 wholesale datacenter buildings across the United States.

Engineering and Operational Excellence.    Our facilities provide the structural integrity and redundant power and cooling infrastructure required for a secure, reliable and effective networking and computing environment. Since 2003, we have provided our customers with over 99.999% uptime on our overall power and cooling systems. We believe that we also offer best-in-class installation and technical support services that enhance networking opportunities and maximum exposure to the global communications marketplace.

3

Our Strategy

Our goal is to expand our leadership position in network neutral, global interconnection and colocation products and related services. Our strategy for accomplishing this goal includes the key elements described below.

Continue to Expand our Relationships with Existing Customers.    We will continue to offer our existing customers best-in-class interconnection and colocation products and related services to meet their growing requirements. Over 70% of our revenue growth during 2008 and 2009 resulted from revenues from existing customers. We will strive to continue to provide the quality of service and interconnections that have resulted in low average monthly churn of 0.8% and 0.6%, respectively, during 2008 and 2009.

Continue to Acquire Profitable New Customers.    We recognize the ability of additional customers to enhance the value proposition of our interconnection ecosystems. We will continue to target and develop relationships with customers that will benefit most from their inclusion in a Telx ecosystem and that will increase the value proposition to our other customers due to their expected demand for interconnection. We intend to continue to price our products and services at a level that reflects both the market demand for our products and related services, as well as our short and long term profitability goals and return on invested capital expectations.

Further Penetrate Attractive Industry Sectors.    A substantial portion of our revenue is derived from communications service providers that require the high level of interconnections we offer. Revenue from other industry sectors, however, has grown from 15% of our revenues in 2007 to 24% in 2009. The enterprise, online media, video and content provider, government, cloud computing provider and SaaS provider industry sectors have grown significantly within the ecosystems that exist within our facilities and provide attractive opportunities for further ecosystems development and growth. We also believe other industry sectors, such as healthcare, will provide additional long-term opportunities for ecosystems development and growth. We intend to continue to focus our efforts to further penetrate these sectors.

Increase Network Densities.    As our network densities increase, our customer value proposition increases. As an interconnection-centric company, we aim to continuously increase the number of interconnections we facilitate. We will continue to focus our sales, marketing, technology and facilities efforts accordingly.

Selective Product and Services Expansion.    We intend to continually develop our interconnection and colocation offerings and introduce new products and related services to meet our customers’ needs. Product and services launched during 2009 included the Telx Video Exchange and our Managed Security Services offerings. In 2010, we plan to introduce an Ethernet Exchange offering.

Selective Expansion in Existing and New Markets.    As we grow our business, we aim to grow efficiently by increasing our gross square footage to satisfy the demand for our products and related services in existing facilities and by selectively identifying domestic and international opportunities for expansion into new markets. We only begin new expansions once we have identified customers and we have the capital to fully fund the build out. Our expansions are done in phases in order to manage the timing and scale of our capital expenditure obligations, reduce risk and improve our return on capital.

Pursue Selective Acquisitions.    We believe our industry has favorable consolidation characteristics and we expect this trend to continue in the foreseeable future. Given the limited availability of interconnection and colocation facilities within tier-1 markets, acquisitions of existing businesses may provide a cost-effective method of increasing network densities, expanding our customer base and broadening our geographic footprint. We intend to pursue attractive opportunities as they arise.

4

Summary Risk Factors

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties summarized below, the risks described under “Risk Factors,” the other information contained in this prospectus and our consolidated financial statements and the related notes before you decide whether to invest in our common stock.

• We have incurred substantial losses in the past and may continue to incur losses in the future.

• Our operating results have fluctuated historically and could continue to fluctuate in the future, which could affect our ability to maintain our current market position or expand.

• In the past, significant deficiencies and material weaknesses in our internal control over financial reporting have been identified. If new material weaknesses arise or if we fail to maintain proper and effective internal controls going forward, our ability to produce accurate and timely financial statements could be impaired, which could adversely affect our business, operating results and financial condition.

• Our ability to maximize the utilization of our facilities is limited by the availability and cost of sufficient electrical power and cooling capacity, which may result in our inability to accept new customers at our facilities. This could lead to a decline in our revenue growth and may cause us to incur additional costs to increase the power supply, increase cooling capacity or acquire space at an additional facility.

• We are dependent upon third-party suppliers for power and certain other services, and we are vulnerable to service failures of our third-party suppliers and to price increases by such suppliers.

• We are continuing to invest in our expansion efforts, but we may not experience sufficient customer demand in the future to realize expected returns on these investments.

• Changes in technology could adversely affect our business.

• Our success largely depends upon retaining the services of our management team.

• The forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, or at all.

Corporate Information

We were incorporated on August 3, 2000 as a Delaware corporation. We currently conduct certain operations through our wholly owned subsidiaries. We are headquartered in New York, New York. Our principal executive offices are located at 1 State Street, 21st Floor, New York, New York 10004 and our telephone number at this location is (212) 480-3300. Our website address is www.telx.com. Information included or referred to on, or otherwise accessible through, our website is not intended to form a part of or be incorporated by reference into this prospectus.

5

The Offering

Common stock offered by us                      shares

Common stock offered by the selling stockholders                      shares

Common stock to be outstanding after this offering                      shares

Over-allotment option                      shares

Use of proceeds We intend to use the net proceeds of this offering for capital expenditures, working capital and general corporate purposes. We may also use a portion of the net proceeds to finance growth through the acquisition of, or investment into, businesses, products, services or technologies complementary to our current business. We will not receive any of the proceeds from the sale of shares by the selling stockholders. See the section entitled “Use of Proceeds.”

Proposed Nasdaq Global Market symbol TELX

The number of shares of our common stock to be outstanding immediately after this offering is based on the number of shares outstanding as of                     , 2010, after giving effect to the conversion of all of our outstanding shares of preferred stock into shares of common stock; and excludes:

• 118,235 shares of common stock issuable upon the exercise of options outstanding as of March 1, 2010, having a weighted average exercise price of $34.08 per shares;

• 6,158 shares of common stock reserved for issuance under our equity incentive plans as of March 1, 2010; and

• 1,000 shares issuable upon the exercise of warrants outstanding as of March 1, 2010, having an exercise price of $40.00 per share.

Assumptions Used in This Prospectus

Except as otherwise indicated, all information contained in this prospectus assumes:

• an offering price of $                      per share of common stock, which is the mid-point of the range set forth on the cover of this prospectus;

• the underwriters do not exercise their over-allotment option to purchase up to an additional shares of our common stock from us and/or the selling stockholders;

• the conversion of all outstanding shares of our preferred stock into an aggregate of              shares of common stock effective immediately prior to the closing of this offering;

• a                      for                      stock split of our outstanding capital stock that was effected on                     , 2010;

• the filing of our restated certificate of incorporation upon the completion of this offering; and

• our issuance of                      shares of common stock in this offering.

6

Summary Consolidated Financial Data

The following summary consolidated financial data for the fiscal years ended December 31, 2009, 2008 and 2007 are derived from our audited financial statements. You should read this data together with our audited financial statements and related notes included elsewhere in this prospectus and the information under the sections entitled “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Years Ended December 31,
	2009			2008			2007
	(in thousands, except share and per share data)
Statement of Operations Data:(1)(2)(3)
Revenues	$	98,335		$	70,038		$	50,762
Operating expenses		99,937			93,332			78,063
Operating loss		(1,602	)		(23,294	)		(27,301	)
Interest income		374			396			612
Interest expense		(7,221	)		(7,380	)		(9,769	)
Other expense		(12	)		(330	)		(739	)
Loss from operations before income taxes		(8,461	)		(30,608	)		(37,197	)
Income tax benefit (expense)		(1,458	)		(772	)		811
Net loss	$	(9,919	)	$	(31,380	)	$	(36,386	)
Less: preferred dividends		(24,452	)		(21,743	)		(17,676	)
Net loss available for common stockholders	$	(34,371	)	$	(53,123	)	$	(54,062	)
Net loss per common share	$	(63,066	)	$	(290,290	)	$	(540,620	)
Weighted average common shares outstanding		545			183			100
(1) Includes stock-based compensation of:	$	1,179		$	919		$	379
(2) Includes depreciation and amortization of:	$	21,686		$	32,256		$	31,560
(3) Includes non-cash rent expense of:	$	7,953		$	6,720		$	5,373

7

Adjusted EBITDA Reconciliation

We use a non-GAAP financial metric that we call Adjusted EBITDA to track, analyze and understand our financial performance, which we define as operating income from continuing operations, plus depreciation and amortization, stock-based compensation expense and other non-cash items such as deferred rent (income)/expense. We believe that Adjusted EBITDA is a helpful metric for the following reasons:

• As a measurement of operating performance, it assists management in comparing our operating results for various periods, since it removes the impact of items not directly resulting from operations;

• For planning purposes, we use it to help prepare our internal operating budgets;

• It allows us to establish targets for certain management compensation that relate to the results of our operations, avoiding the impact of items not directly resulting from operations; and

• It allows us to effectively evaluate our capacity to incur and service debt, fund capital expenditures and expand our business.

The following is a reconciliation of our operating loss for the years ended December 31, 2009, 2008 and 2007 to Adjusted EBITDA.

	Fiscal Year Ended December 31
	2009			2008			2007
	(in thousands)
Operating loss	$	(1,602	)	$	(23,294	)	$	(27,301	)
Non-cash rent expense (1)		7,953			6,720			5,373
Depreciation and amortization expense		21,686			32,256			31,560
Stock-based compensation expense (2)		1,179			919			379
Adjusted EBITDA	$	29,216		$	16,601		$	10,011

(1) Non-cash rent expense includes deferred rent expense and non-cash rent expense related to a stock option granted to a landlord. Deferred rent expense represents the non-cash component of rent expense required by GAAP to reflect the total escalating rent payments under our long-term leases as a straight-line expense each period over the estimated term of the lease.

(2) Stock-based compensation expense is the non-cash component of compensation expense related to our equity incentive plans.

Our Adjusted EBITDA is not necessarily comparable to similarly titled measures used by other companies. In addition, Adjusted EBITDA: (a) does not represent net income or cash flows from operating activities as defined by U.S. generally accepted accounting principles, or GAAP; (b) is not necessarily indicative of cash available to fund our cash flow needs; and (c) should not be considered as an alternative to net income, operating income, cash flows from operating activities or other financial information as determined under GAAP.

We prepare Adjusted EBITDA by adjusting operating loss to eliminate the impact of a number of items that we do not consider indicative of our core operating performance. You are encouraged to evaluate each adjustment and the reasons we consider them appropriate. As an analytical tool, Adjusted EBITDA is subject to all of the limitations applicable to operating loss. In addition, in evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an implication that our future results will be unaffected by unusual or non-recurring items.

8

RISK FACTORS

An investment in our common stock involves a high degree of risk. In deciding whether to invest, you should carefully consider the following risk factors, as well as the financial and other information contained in this prospectus, including our consolidated financial statements and related notes. Any of the following risks as well as other risks and uncertainties discussed in this prospectus could have a material adverse effect on our business, financial condition, results of operations or prospects and cause the value of our stock to decline, which could cause you to lose all or part of your investment. Additional risks and uncertainties of which we are unaware, or that are currently deemed immaterial by us, also may become important factors that affect us.

Risks Related to Our Business and Industry

We have incurred substantial losses in the past and may continue to incur losses in the future.

We have never been profitable and have incurred losses since our inception. For the years ended December 31, 2009, 2008 and 2007, we incurred net losses of approximately $9.9 million, $31.4 million and $36.4 million, respectively. As of December 31, 2009, we had an accumulated deficit of $84.4 million. There can be no guarantee that we will achieve profitability. Our ability to achieve profitability is dependent upon a number of risks and uncertainties discussed below, many of which are beyond our control. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability on a quarterly or annual basis.

Our operating results have fluctuated historically and could continue to fluctuate in the future, which could affect our ability to maintain our current market position or expand.

Our operating results have fluctuated in the past and may continue to fluctuate in the future as a result of a variety of factors, many of which are beyond our control, including the following:

• changes in general economic conditions and specific market conditions in the telecommunications and Internet-related industries;

• demand for interconnection and colocation products and services in general or at our facilities in particular;

• competition from other suppliers of the products and services we offer;

• timing and magnitude of operating expenses, capital expenditures and expenses related to sales and marketing, including expenses incurred as a result of expansions and acquisitions, if any;

• cost and availability of power and cooling capacity;

• cost and availability of additional space inventory either through lease or acquisition in our target markets;

• our acquisition of additional facilities;

• mix of our current products and services;

• financial condition and credit risk of our customers; and

• our access to capital and ability to fund capital expenditure projects.

Any of the foregoing factors could have a material adverse effect on our business, results of operations and financial condition. Although we have experienced growth in revenues in recent quarters, this growth rate is not necessarily indicative of future operating results. A relatively large portion of our expenses are fixed in the short-term, particularly with respect to lease and personnel expenses, depreciation and amortization expenses, and interest expense. Therefore, our results of operations are particularly sensitive to fluctuations in revenues. Comparisons to prior periods should not be relied upon as indications of our future performance.

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In the past, significant deficiencies and material weaknesses in our internal control over financial reporting have been identified. If new material weaknesses arise or if we fail to maintain proper and effective internal controls going forward, our ability to produce accurate and timely financial statements could be impaired, which could adversely affect our business, operating results, and financial condition.

In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2008, our independent registered public accounting firm did not identify any material weaknesses but did identify two significant deficiencies in our internal controls relating to an inadequate system of internal controls during 2008 in certain processes and several deficiencies related to information technology, or IT, processes, controls and documentation. A significant deficiency is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting. In connection with the audit of our consolidated statements as of and for the year ended December 31, 2007, our independent registered public accounting firm identified a deficiency that constituted a material weakness in our internal control over financial reporting for the year ended and as of December 31, 2007. This material weakness related to an inadequate system of internal controls during the first half of 2007 (as we documented a comprehensive set of accounting policies and procedures in the second half of the year) and several control deficiencies related to IT processes, controls and documentation. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audit of our consolidated financial statements as of December 31, 2006 and for the periods from January 1 to October 3, 2006 and October 4 to December 31, 2006, our independent registered public accounting firm identified two control deficiencies that represented material weaknesses in our internal control over financial reporting for such periods. These material weaknesses related to insufficient technical resources in accounting, financial reporting and income taxes and an inadequate system of internal controls including a lack of a comprehensive set of accounting policies and procedures and several deficiencies related to IT processes, controls and documentation. Because of these material weaknesses, there is heightened risk that a material misstatement of our financial statements as of and for the periods ended December 31, 2007 and December 31, 2006 was not prevented or detected.

We have taken steps to remediate our material weaknesses and significant deficiencies. However, there are no assurances that the measures we have taken to remediate these internal control weaknesses were completely effective or that similar weaknesses will not recur. Additionally, as part of our ongoing efforts to improve our financial accounting organization and processes, from 2007 to the present we have hired several senior accounting personnel. We plan to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address any other matters we identify. While no material weaknesses or significant deficiencies were identified during the year ended December 31, 2009, we did not perform an assessment of our internal controls over financial reporting nor did our auditors perform an audit over our internal controls over financial reporting; we therefore cannot assure you that these or other similar issues will not arise in future periods.

Our ability to maximize the utilization of our facilities is limited by the availability and cost of sufficient electrical power and cooling capacity, which may result in our inability to accept new customers at our facilities. This could lead to a decline in our revenue growth and may cause us to incur additional costs to increase the power supply, increase cooling capacity or acquire space at an additional facility.

The availability of an adequate supply of electrical power and cooling capacity, and the infrastructure to deliver that power and cooling, is critical to our ability to provide our products and services. Even though physical space may be available in a facility, the demand for electrical power may exceed our designed capacity. We may be unable to meet the increasing power and cooling needs of our customers if our customer mix does not match our expectations or our customers further increase their use of high density electrical power equipment. In addition, the amount of sellable space within our facilities is reduced to the extent that we house generators and

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batteries to provide back-up power. Further, certain of the leases for our facilities also contain provisions that limit the supply of electrical power and cooling capacity to such facilities, as a result of which our ability to reach full utilization may be constrained in these facilities. If the availability of power and cooling capacity limits our ability to fully utilize the space within our facilities, we may be unable to accept new customers at our facilities and our revenue growth will decline. We also may incur additional costs to increase the power supply and/or cooling capacity or acquire space at an additional facility, which could increase our losses, or reduce our ability to become profitable.

We are dependent upon third-party suppliers for power and certain other services, and we are vulnerable to service failures of our third-party suppliers and to price increases by such suppliers.

We rely on third parties to provide power, and we cannot ensure that these third parties will deliver such power in adequate quantities or on a consistent basis. If the amount of power available to us is inadequate to support our customer requirements or delivery of power does not occur in a timely manner, we may be unable to provide our services to our customers and our operating results and cash flow may be materially and adversely affected. In addition, our facilities are susceptible to power shortages and planned or unplanned power outages caused by these shortages such as those that occurred in California in 2001, in New York City and the Northeast in 2003 and in Miami in 2005. We attempt to limit exposure to power shortages by using backup generators and batteries. Power outages, which may last beyond our backup and alternative power arrangements, would harm our customers and our business. Although we have maintained power availability in excess of the Tier 4 fault tolerant standards resulting in aggregate availability in excess of 99.999% across our facilities since 2003, a limited number of our customers have experienced temporary losses of power, for which we generally provided credits against future invoices. We could incur similar or other financial obligations or be subject to lawsuits by our customers in connection with a loss of power. In addition, any loss of services or equipment damage could reduce the confidence of our customers in our products and services and could consequently impair our ability to attract and retain customers, which would adversely affect both our ability to generate revenues and our operating results.

We are dependent upon third-party suppliers for the resale of Internet access and other services, and we have no control over the quality and reliability of the services provided by these suppliers. In the past, some of these providers have experienced significant system failures. Users of our products and services may in the future experience difficulties due to service failures unrelated to our systems, products and services. If for any reason these suppliers fail to provide certain services to us, our business, financial condition and results of operations could be adversely affected.

While most of our facilities operate in regulated energy markets, power costs increase from time to time. We generally have the option to pass along increases in the cost of power to our customers, but we may choose not to do so for a variety of operating reasons. To the extent that we do not pass these costs along, or that we delay in passing them along, we will pay higher energy prices, increasing our operating costs and depressing our margins. In addition, even if we do pass these power costs along, we will effectively increase the price for our products and services, which could reduce overall demand for our products and services.

The high utilization of our facilities may limit our ability to grow in certain key markets, and we may be unable to expand our existing facilities or locate and secure suitable sites for additional facilities.

Our facilities have reached high rates of utilization in many of our key markets. Our ability to meet the growing needs of our existing customers and to attract new customers in these key markets depends on our ability to add additional capacity by incrementally expanding our existing facilities or by locating and securing additional facilities in these markets that meet specific infrastructure requirements such as access to multiple communications service providers, a significant supply of electrical power and sufficient cooling capacity, high ceilings and the ability to sustain heavy floor loading. In many markets, the supply of facilities with these characteristics is limited and subject to high demand. If we are unable to expand our facilities in a timely and cost-effective manner, or to locate facilities with characteristics similar to our current facilities, our revenue growth will decline, and we may not achieve profitability.

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We are continuing to invest in our expansion efforts, but we may not experience sufficient customer demand in the future to realize expected returns on these investments.

We expect to acquire or lease additional properties, and potentially may construct new facilities. If successful, we will be required to commit substantial operational and financial resources to these facilities, generally up to 12 months in advance of securing customer contracts, and we may not experience sufficient customer demand in those markets in which we choose to expand to support these facilities once they are built. In addition, unanticipated technological changes could affect customer requirements, and we may not have built such requirements into our new facilities. Any of these contingencies, if they were to occur, could make it difficult for us to realize expected or reasonable returns on these investments and could have a material adverse effect on our operating results.

Moreover, there can be no assurance that we will be able to successfully integrate these new facilities. Specific challenges we have encountered in such prior acquisitions include the following:

• occasional unexpected additional capital expenditures to improve the condition of the acquired equipment so as to achieve the desired level of quality of service;

• the need to create and maintain uniform policies, procedures and controls; and

• the necessary internal corporate skill-sets to properly manage our expanded customer base.

Acquiring or leasing additional properties (including the construction of new facilities) may expose us to the challenges set forth above and other risks such as:

• the diversion of senior management’s attention from daily operations to the negotiation of transactions and integration of such properties;

• the inability to achieve projected synergies;

• the possible loss or reduction in value of acquired properties;

• the possible loss of key personnel; and

• the assumption of undisclosed liabilities.

The failure to successfully integrate such new properties could have a material adverse effect on our business, results of operations and financial condition. Successful integration will depend on our ability to manage acquired operations, realize revenue growth from an expanded customer base and eliminate duplicative and excess costs, among other factors.

Our construction of additional facilities could involve significant risks to our business.

Construction involves substantial planning and allocation of company resources. Construction also requires us to carefully select and rely on the experience of one or more general contractors and associated subcontractors during the construction process. Should a general contractor or significant subcontractor experience financial or other problems during the construction process, we could experience significant delays, increased costs to complete the project and other negative impacts to our expected returns.

In the event we decide to construct new facilities separate from our existing facilities, we may provide services to interconnect these two facilities. Should these services not provide the necessary reliability to sustain service, this could result in lower interconnection revenue, lower margins and could have a negative impact on customer retention over time.

If we are unable to manage our growth effectively, our financial results could suffer.

We have increased our number of full-time employees from 103 as of December 31, 2007 to 163 as of December 31, 2009 and have increased our revenue from $50.8 million in 2007 to $98.3 million in 2009.

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Further, we intend to continue to expand our overall business, customer base, headcount, and operations, domestically and possibly internationally. Creating a global organization and managing a geographically dispersed workforce will require substantial management effort and significant additional investment in our operating and financial system capabilities and controls. If our information systems are unable to support the demands placed on them by our rapid growth, we may be forced to implement new systems which would be disruptive to our business. We may be unable to manage our expenses effectively in the future due to the expenses associated with these expansions, which may negatively impact our gross margins or operating expenses. If we fail to improve our operational systems or to expand our customer service capabilities to keep pace with the growth of our business, we could experience customer dissatisfaction, cost inefficiencies, and lost revenue opportunities, which may materially and adversely affect our operating results.

We lease all but one of our facilities, and the termination or non-renewal of leases poses significant risk to our ongoing operations.

We only own one of our facilities (Atlanta), and operate the rest of them pursuant to commercial leasing arrangements. The initial terms of such leases expire over a period ranging from 2022 to 2050. We would incur significant costs if we were forced to vacate one of our facilities due to the high costs of relocating the equipment in our facilities and installing the necessary infrastructure in a new facility. In addition, if we were forced to vacate a facility, we could lose customers that chose our products and services based on our location. Our landlords could attempt to evict us for reasons beyond our control. Further, we may be unable to maintain good working relationships with our landlords, which would adversely affect our customer service and could result in the loss of current customers.

In addition, our business would be harmed by our inability to renew leases at favorable terms. Most of our leases provide two ten-year renewal options with rents set at then-prevailing market rates. We expect that the then-prevailing market rates will be higher than present rates. To maintain the operating profitability associated with our present cost structure, we must increase revenues within existing facilities to offset the anticipated increase in lease payments at the end of the original and renewal terms. Failure to increase revenue sufficiently to offset these projected higher costs would adversely impact our operating income.

The majority of our leases are with a single landlord, Digital Realty Trust, which makes us more vulnerable than if our leases were diversified. In addition, a significant portion of our revenue is generated by interconnection products and services we provide to customers located in Digital Realty Trust facilities, which we may lose if contractual arrangements we have with Digital Realty Trust are terminated or our rights under such contracts are impaired.

Ten of our 14 leased facilities are leased to us by a single landlord, Digital Realty Trust, representing approximately 28% of our total facility space. The initial terms of these Digital Realty Trust leases expire in 2026, and we have options to extend them through 2046. The terms of all these leases with Digital Realty Trust are generally similar. In the event that we are unable to come to agreement with Digital Realty Trust regarding the renewal of these leases, or come to a disagreement regarding our rights and obligations under these agreements, a significant portion of our available inventory may be impaired or lost.

Subject to certain exceptions, we have the general right to exclusively operate the interconnection areas at ten Digital Realty Trust facilities. Although we lease space from Digital Realty Trust (which we then license to our customers) in such facilities, due to our exclusivity arrangement with Digital Realty Trust, a significant number of companies that lease space from Digital Realty Trust directly make their interconnections in our interconnection areas. The revenue generated by the interconnections in such interconnection areas represents a significant portion of our overall revenue. If we were to lose the right to operate these interconnection areas in the future, we may also lose the revenue associated with the interconnections in such interconnection areas, and our business could suffer as a result.

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If our contracts with our customers are not renewed or are terminated, our business could be substantially harmed.

Our customer contracts typically have terms of one to three years. Our customers may not elect to renew these contracts. Furthermore, our customer contracts are terminable for cause if we breach a material provision of the contract, including the failure to provide power or connectivity for extended periods of time, or if we violate applicable laws or regulations. We may face increased competition and pricing pressure as our customer contracts become subject to renewal. Our customers may negotiate renewal of their contracts at lower rates, for fewer products and services or for shorter terms. In addition, if we lose one customer, others may elect not to renew their contracts to the extent that such other customers depend substantially on interconnection with the lost customer. If we are unable to successfully renew our customer contracts on their current terms, or if our customer contracts are terminated, our business could suffer.

Any failure of our physical infrastructure or our products and services, or failure to meet performance standards under our service level agreements, could result in our customers terminating their relationship with us and could lead to significant costs and disruptions that could reduce our revenues, harm our business reputation and have a material adverse effect on our financial results.

Our business depends on providing customers with highly reliable products and services. The products and services we provide are subject to failure resulting from numerous factors, including:

• human error;

• power loss;

• improper building maintenance by the landlords of the buildings in which our facilities are located;

• physical or electronic security breaches;

• fire, earthquake, hurricane, flood and other natural disasters;

• water damage;

• the effect of war, terrorism and any related conflicts or similar events worldwide; and

• sabotage and vandalism.

Problems at one or more of our facilities, whether or not within our control, could result in service interruptions or equipment damage. We have service level agreements with substantially all of our customers in which we provide various guarantees regarding our levels of service. We may have difficulty meeting these levels of service if we experience service interruptions. Service interruptions or equipment damage in our facilities could result in credits for service interruptions to these customers. We have at times in the past given credits to our customers against future invoices as a result of service interruptions due to equipment failures. We cannot assure you that our customers will accept these credits as compensation in the future. In addition, our inability to meet our service level commitments may damage our reputation and could consequently limit our ability to retain existing customers and attract new customers, which would adversely affect our ability to generate revenues and negatively impact our operating results. Also, service interruptions and equipment failures could result in lost profits or other indirect or consequential damages to our customers and may expose us to additional legal liability and impair our brand image. We depend on our landlords and other third-party providers to properly maintain the buildings in which our facilities are located. Improper maintenance by such landlords and third parties increase the risk of service interruptions and equipment damage.

Additionally, certain of our facilities, including those in New York, California, Florida and Texas, are located in areas particularly susceptible to terrorist activity and natural disasters such as earthquakes, hurricanes and tornadoes. The occurrence of any terrorist activity or natural disaster could shut down one or more of our facilities and result in a material adverse effect upon our results of operations. Moreover, we may not have adequate property or liability insurance to cover catastrophic events.

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We may not be able to compete successfully against current and future competitors. If we fail to differentiate our facilities and products and services from those of our competitors, we may not be able to compete successfully and our business and results of operations may be adversely affected.

We compete with network neutral interconnection and colocation service providers and other service providers, including U.S.-based communications service providers, Internet service providers, managed service providers and web hosting companies. Many of our competitors have longer operating histories and significantly greater financial, technical, marketing and other resources than us, and some have a greater presence in our markets and in other markets across the United States and around the world. Because of their greater financial resources, some of our competitors have the ability to adopt aggressive pricing policies. As a result, we may suffer from pricing pressure that would adversely affect our ability to generate revenues and adversely affect our operating results. In addition, most of these competitors currently offer interconnection and colocation products and services in the same markets and buildings where we have facilities, and other competitors may start doing so in the future. Some of these competitors may also provide our current and potential customers with additional benefits and may do so in a manner that is more attractive to our potential customers than our products and services. These competitors may be able to provide bundled interconnection and colocation products and services at prices lower than our cost structure allows. If, as a result of such efficiencies, these competitors are able to adopt aggressive pricing policies for interconnection and colocation products and services, our ability to generate revenues would be materially and adversely affected.

In addition, our competitors may operate more successfully or form alliances to acquire significant market share. Once businesses locate their networking and computing equipment in competitors’ facilities, it may be extremely difficult to convince them to relocate to our facilities. Furthermore, a business that has already invested substantial resources in such arrangements may be reluctant or slow to replace or limit its existing services by becoming our customer. Finally, we may also experience competition from our landlords. Rather than leasing available space in our buildings to us or other large single tenants, they may decide to convert the space instead to smaller units designed for multi-tenant interconnection and colocation use. Landlords may enjoy a cost advantage in providing products and services similar to those provided by us, and this could also reduce the amount of space available to us for expansion in the future.

We depend upon a limited number of communications service providers in certain of our facilities, and the loss of one or more of these providers in those facilities could adversely affect our business.

Because we do not own or operate our own network, we depend upon communications service providers to interconnect and/or colocate as customers in our facilities and contribute to the network density that attracts our other customers. In some of our smaller markets, we have agreements with only a limited number of communications service providers. In these smaller market facilities, we expect that we will continue to rely upon a limited number of communications service provider customers to maintain network density within those facilities. Our agreements with these customers are generally for one to three year terms (if not renewed). A loss of one or more of these providers could have a material and adverse effect on the operations of one or more of our smaller facilities.

We may make acquisitions of complementary businesses, customers, products or service lines or technologies, and such acquisitions may pose integration and other risks that could harm our business.

We may acquire complementary businesses, product or service lines and technologies in the future as we did in March 2007 when we acquired certain assets owned by NYC Connect, LLC. There can be no assurance that we will be able to successfully integrate any such acquisitions. To finance these acquisitions, we may incur additional debt and issue additional shares of our stock, which will dilute existing stockholders’ ownership interests in us, and such debt may adversely affect our business and operations.

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Specific challenges we have encountered in our acquisition of certain assets owned by NYC Connect, LLC include the following:

• occasional unexpected additional capital expenditures to improve the condition of the acquired equipment so as to achieve the desired level of quality of service;

• creating and maintaining uniform policies, procedures and controls; and

• building the necessary internal corporate skill-sets to properly manage our expanded customer base.

Future acquisitions may expose us to the challenges set forth above and other risks such as:

• Certain financial risks, including, but not limited to (i) the payment of a purchase price that exceeds the future value that we may realize from the acquired operations and businesses; (ii) an increase in our expenses and working capital requirements, which could reduce our return on invested capital; (iii) potential known and unknown liabilities of the acquired businesses; (iv) costs associated with integrating acquired businesses, operations, or technologies; (v) the incurrence of additional debt; and (vi) possible adverse tax and accounting effects.

• Operating risks, including, but not limited to (i) the diversion of management’s attention to the assimilation of the businesses, operations, or technologies to be acquired; (ii) the risk that the acquired businesses, operations, or technologies will fail to maintain the quality of services that we have historically provided; (iii) the need to implement financial and other systems; (iv) the need to maintain customer, supplier or other favorable business relationships of acquired operations and restructure or terminate unfavorable relationships; and (v) the potential for deficiencies in internal controls of the acquired operations.

The failure to successfully integrate acquired businesses, customers, products, service lines or technologies could have a material adverse effect on our business, results of operations and financial condition. Successful integration will depend on our ability to manage acquired operations, realize revenue growth from an expanded customer base and eliminate duplicative and excess costs, among other factors.

Our products and services have a sales cycle that may have a material adverse effect on our business, financial condition and results of operations. The sales cycle may lengthen due to the current macroeconomic environment.

A customer’s decision to license cabinet or cage space in one of our facilities and to purchase interconnection products typically involves a significant commitment of our time and resources. Many customers are reluctant to commit to purchasing our interconnection and colocation products and services until they are confident that our facility has adequate available communications service provider connections and network density. As a result, we may experience a longer than average sales cycle for our products and services. Furthermore, we may expend significant time and resources in pursuing a particular sale or customer that does not generate revenue. Delays due to the length of our sales cycle or costs incurred that do not result in sales may have a material adverse effect on our business, financial condition and results of operations.

Our success largely depends upon retaining the services of our management team.

We are highly dependent on our management team. We expect that our continued success and future growth will largely depend upon the efforts and abilities of members of our management team. The loss of services of any key executive for any reason could have a material adverse effect upon us. Our success also depends upon our ability to identify, develop and retain qualified employees. The loss of some of our management and other employees could have a material adverse effect on our operations. We do not maintain key man insurance on any members of our management team.

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Government regulation of dark fiber is largely unsettled, and depending on its evolution, may adversely affect our business.

The telecommunications industry is currently undergoing a transformation as it moves from a traditional dedicated circuit network architecture to a design where all forms of traffic—voice, video, and information—are transmitted as digital bits over IP-based networks. With the advent of these digital data transmissions and the growth of the Internet, data networks are becoming the networks over which all communications services can be offered. Determining the appropriate regulatory framework for these data networks is one of the most significant challenges facing federal and state telecommunication policy makers. As a result of this fundamental shift in the telecommunications industry’s underlying technology, various laws and governmental regulations at the federal, state and local level in the U.S. and in Canada, governing IP-based services, related communications services and information technologies remain largely unsettled.

Although we do not offer telecommunications services on a common carrier basis, and thus are not subject to federal regulations, there is a risk that we will become subject to regulation. For example, the Federal Communications Commission, or the FCC, has not yet made a final determination of its intent or ability to regulate the provision and sale of so-called “dark fiber,” which we use to connect certain of our facilities, such as our facilities in New York and New Jersey, and offer to our customers for use as part of the larger Telx product and service offerings. The FCC presently considers dark fiber to be a “network element” and not a “telecommunications service” regulated by the FCC. We currently do not believe that we are subject to regulation due to our use of dark fiber in the interconnection between certain of our facilities, although we cannot be certain that the FCC would adopt this position. Additionally, the FCC may change its position in the future. Due to changing technology and applications of that technology, it is uncertain whether and how existing laws or regulations or new laws or regulations will be applied by the FCC and other regulatory bodies in the future to other currently unregulated products and services we offer, or to new products or services that we may offer in the future. Future regulatory, judicial and legislative changes may have a material adverse effect on our ability to deliver products and services within various jurisdictions.

We may not be able to continue to add new customers and increase sales to our existing customers, which could adversely affect our operating results.

Our growth is dependent on our ability to continue to attract new customers while retaining and expanding our products and services to existing customers. Growth in the demand for our products and services may be inhibited and we may be unable to sustain growth in our customer base, for a number of reasons, such as:

• our inability to market our products and services in a cost-effective manner to new customers;

• the inability of our customers to differentiate our products and services from those of our competitors or our inability to effectively communicate such distinctions;

• our inability to successfully communicate to businesses the benefits of our products and services;

• our inability to expand our sales to existing customers;

• our inability to penetrate international markets;

• our inability to strengthen awareness to our brand; and

• reliability, quality or compatibility problems with our products and services.

A substantial amount of our past revenue growth was derived from purchases of additional interconnection and colocation products and services by existing customers. Our costs associated with increasing revenue from existing customers are generally lower than costs associated with generating revenue from new customers. Therefore, a reduction in the rate of revenue increase from our existing customers, even if offset by an increase in revenue from new customers, could reduce our operating margins.

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Any failure by us to continue attracting new customers or grow our revenue from existing customers could have a material adverse effect on our operating results.

Our brand is not as well known as that of some of our competitors. Failure to develop and maintain brand recognition could harm our ability to compete effectively.

Many of our competitors are large companies that promote their brands with significantly larger budgets than we have for brand promotion. If we fail to develop and maintain brand recognition through sales and marketing efforts and a reputation for high quality service, we may be unable to attract new customers and risk losing existing customers to competitors with better known brands.

We have significant debt obligations which include restrictive covenants that limit our flexibility to manage our business; failure to comply with these covenants could trigger an acceleration of our outstanding indebtedness.

As of December 31, 2009, outstanding indebtedness under our credit facilities totaled approximately $130 million. Our credit facilities require that we maintain specific financial ratios and comply with covenants, including various financial covenants, which contain numerous restrictions on our ability to incur additional debt, pay dividends or make other restricted payments, sell assets, enter into affiliate transactions and take other actions. Furthermore, our existing financial arrangements are, and future financing arrangements are likely to be, secured by all of our assets. If we are unable to meet the terms of the financial covenants or if we breach any of these covenants, a default could result under one or more of these agreements. A default, if not waived by our lenders, could result in the acceleration of outstanding indebtedness and cause our debt to become immediately due and payable.

If we are unable to generate sufficient cash available to repay our debt obligations when they become due and payable, we will have to refinance such obligations, or otherwise we will not be able to repay our debt. If new financing is made available, its terms may not be favorable to us and our business may be adversely affected.

We could incur substantial costs as a result of violations of or liabilities under environmental laws.

We are subject to various environmental and health and safety laws and regulations, including those relating to the generation, storage, handling and disposal of hazardous substances and wastes. Certain of these laws and regulations impose liability, without regard to fault or the lawfulness of the disposal activity, for the entire cost of the investigation and cleanup of contaminated sites on current and former owners and operators of real property and persons who have disposed of or released hazardous substances at any location. Our facilities contain tanks for the storage of diesel fuel and significant quantities of lead acid batteries to provide back-up power. Any leak or spill of hazardous materials could result in interruptions to our operations and expenditures that could have a material adverse effect on our business, financial condition and results of operations. Moreover, hazardous substances or regulated materials of which we are not aware may be present at facilities we operate and lease. To the extent any such contaminants are discovered at our facilities, we may be responsible under applicable laws, regulations or leases for any required removal or cleanup at substantial cost. In addition, non-compliance with or liabilities under existing environmental or health and safety laws and regulations, or the adoption of more stringent requirements in the future, could result in fines, penalties, third-party claims and other costs that could be material.

We may require additional capital and may not be able to secure additional financing on favorable terms to meet our future capital needs, which could adversely affect our financial position and result in stockholder dilution.

We may need to raise additional funds through equity or debt financings in the future in order to meet our operating and capital needs. We may not be able to secure additional debt or equity financing on favorable terms, or at all, at the time when we need such funding. If we are unable to raise additional funds, we may not be able to pursue our growth strategy and our business could suffer. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution in their

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percentage ownership of our company, and any new equity securities we issue could have rights, preferences, and privileges senior to those of holders of our common stock. In addition, any debt financing that we may obtain in the future could have restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.

Terrorist activity throughout the world could adversely impact our business, particularly in regards to our operations located in New York City.

The continued threat of terrorist activity may increase our costs due to the need to provide enhanced security, which would have a material adverse effect on our business and results of operations. These circumstances may also adversely affect our ability to attract and retain customers, our ability to raise capital and the operation and maintenance of our facilities. We may not have adequate property and liability insurance to cover catastrophic events or attacks brought on by terrorist activity. In addition, we depend heavily on the physical infrastructure, particularly as it relates to power, that exists in the markets in which we operate. Any damage to such infrastructure in these markets, and particularly in New York City, a market where we operate that is likely to be more prone to terrorist activity as a principal financial and technology center of the United States, may materially and adversely affect our business.

We may expand internationally and operate in foreign markets, which would expose us to risks associated with international sales and operations.

We may expand our customer base internationally and operate in foreign markets. In the past, we have not had operations in foreign jurisdictions. Managing a global organization is difficult, time consuming, and expensive. Our inexperience in operating our business globally increases the risk that any potential future international expansion efforts that we may undertake will not be successful. In addition, conducting international operations subjects us to new risks that we have not generally faced. These risks include:

• localization of our products and services, including translation into foreign languages and adaptation for local practices and regulatory requirements;

• lack of familiarity with and unexpected changes in foreign regulatory requirements;

• longer accounts receivable payment cycles and difficulties in collecting accounts receivable;

• difficulties in managing and staffing international operations;

• fluctuations in currency exchange rates;

• potentially adverse tax consequences, including the complexities of transfer pricing, foreign value added tax systems, and restrictions on the repatriation of earnings;

• dependence on certain third parties, including channel partners with whom we do not have extensive experience;

• the burdens of complying with a wide variety of foreign laws and legal standards;

• increased financial accounting and reporting burdens and complexities;

• political, social, and economic instability abroad, terrorist attacks and security concerns in general; and

• reduced or varied protection for intellectual property rights in some countries.

Operating in international markets also requires significant management attention and financial resources. The investment and additional resources required to establish operations and manage growth in other countries may not produce desired levels of revenue or profitability.

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We may be vulnerable to security breaches which could disrupt our operations and have a material adverse effect on our financial performance and operating results.

A party who is able to compromise the security of our facilities could misappropriate either our proprietary information or the personal information of our customers, or cause interruptions or malfunctions in our operations. We may be required to expend significant capital and financial resources to protect against such threats or to alleviate problems caused by breaches in security. As techniques used to breach security change frequently, and are generally not recognized until launched against a target, we may not be able to implement security measures in a timely manner or, if and when implemented, these measures could be circumvented. Any breaches that may occur could expose us to increased risk of lawsuits, loss of existing or potential customers, harm to our reputation and increases in our security costs, which could have a material adverse effect on our financial performance and operating results.

Industry consolidation may have a negative impact on our business.

The telecommunications industry is currently undergoing consolidation. As our customers consolidate, there may be fewer communications service providers available in our facilities and, with less network density in our facilities, our network neutral interconnection and colocation products and services may become less attractive to our customers. Further, our customers may require fewer interconnection and colocation products and services as they combine businesses. In addition, consolidation of our competitors may provide them with greater efficiencies of scale than we are able to manage, placing us at a competitive disadvantage. For example, two of our significant competitors, Equinix, Inc. and Switch & Data Facilities Company, Inc., both of which are also significant customers, recently announced a merger. Given the competitive and evolving nature of this industry, further consolidation of our customers and competitors may present a risk to our network neutral business model and have a material adverse effect on our revenues and results of operations.

Changes in technology could adversely affect our business.

The markets for the products and services we offer are characterized by rapidly changing technology, evolving industry standards, frequent new service introductions, shifting distribution channels and changing customer demands. We may not be able to adequately adapt our products and services or acquire new products and services that can compete successfully. We risk losing customers to our competitors if we are unable to adapt to this rapidly evolving marketplace. Furthermore, advances in technology, such as ethernet exchange products, may limit the need for, or displace the revenue that we receive from, other, more profitable, products, such as physical interconnections or may shift business away from us to our competitors.

In addition, our large communications service provider customers that may be colocated at our facilities and our competitors’ facilities may, for reasons that are beyond our control, decide to upgrade the equipment in our competitors’ facilities but not at our facilities. This could lead to the phasing out of our facilities as a marketplace for communications services, making our products and services less desirable for our customers. Such an occurrence would adversely affect our financial condition, our ability to retain existing customers and our ability to attract new customers.

The forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, or at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate. Forecasts relating to the expected growth in the global interconnection and colocation market, datacenter supply and demand, consumer and business Internet traffic, the Ethernet market, Internet video applications, the cloud computing market and the proximity hosting and low latency networking market may prove to be inaccurate. Even if these markets were to experience the forecasted growth, we may not

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grow our businesses at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts included in this prospectus should not be taken as indicative of our future growth.

Risks Related to the Offering and Share Ownership

Our costs will increase significantly as a result of operating as a public company, and our management will be required to devote substantial time to complying with public company regulations.

We have never operated as a public company. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules subsequently implemented by the Securities and Exchange Commission, or the SEC, and The Nasdaq Global Market have imposed various requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel will need to devote a substantial amount of time to comply with these rules and regulations. Moreover, these rules and regulations relating to public companies will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these new rules and regulations to make it more difficult and more expensive for us to obtain and maintain director and officer liability insurance. These rules and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

In addition, the Sarbanes-Oxley Act requires, among other things, that we maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our compliance with Section 404 will require that we incur substantial accounting expense and expend significant management efforts. We currently do not have an internal audit function, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to satisfy SEC rules and the ongoing requirements of Section 404. If our finance and accounting organization is unable for any reason to respond adequately to the increased demands that will result from being a public company, the quality and timeliness of our financial reporting may suffer and we could experience internal control weaknesses. Any consequences resulting from inaccuracies or delays in our reported financial statements could have an adverse effect on the trading price of our common stock as well as an adverse effect on our business, operating results and financial condition.

Failure to design, implement and maintain effective internal controls could have a material adverse effect on our business and stock price.

As a public company, we will have significant requirements for enhanced financial reporting and internal controls. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations on a timely basis, result in material misstatements in our financial statements and harm our operating results. In addition, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year beginning after the effective date of this offering. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting, as well as a statement that our auditors have issued an attestation report on effectiveness of our internal controls. As described above, in connection with prior audits of our consolidated financial statements for certain prior periods, our independent

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registered public accounting firm identified several significant deficiencies and material weaknesses. In the future, we may discover additional deficiencies, which we may not be able to remediate in time to meet our deadline for compliance with Section 404. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 or our independent auditors may not issue a favorable assessment. We cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or their effect on our operations. If either we are unable to conclude that we have effective internal control over financial reporting or our independent auditors are unable to provide us with an unqualified report, investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

There is no existing market for our common stock, and you cannot be certain that an active trading market or a specific share price will be established.

Prior to this offering, there has been no public market for shares of our common stock. We will apply to list our common stock on The Nasdaq Global Market. We cannot predict the extent to which investor interest in our company will lead to the development of a trading market on The Nasdaq Global Market or otherwise or how liquid that market might become. The initial public offering price for the shares of our common stock will be determined by negotiations between us and the underwriters, and may not be indicative of the price that will prevail in the trading market following this offering. The market price for our common stock may decline below the initial public offering price, and our stock price is likely to be volatile.

If our stock price fluctuates after this offering, you could lose a significant part of your investment.

The market price of our stock may be influenced by many factors, some of which are beyond our control, including those described above under “Risks Related to Our Business and Industry” and the following:

• the failure of securities analysts to publish research about us after this offering or to make changes in their financial estimates;

• announcements by us or our competitors of significant contracts, productions, acquisitions or capital commitments;

• variations in quarterly operating results;

• general economic conditions;

• terrorist acts;

• future sales of our common stock; and

• investor perception of us and the telecommunications industry.

As a result of these factors, investors in our common stock may not be able to resell their shares at or above the initial offering price. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

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A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. If there are substantial sales of our common stock, the price of our common stock could decline.

The price of our common stock could decline if there are substantial sales of our common stock in the public stock market after this offering. After this offering, we will have              shares of common stock outstanding. This includes              shares being sold in this offering, all of which may be resold in the public market immediately following this offering. The remaining              shares, or approximately     % of our outstanding shares after this offering, including              owned by the GI Partners Funds, are currently restricted as a result of securities laws or lock-up agreements but will be able to be sold in the near future as set forth below:

Number of shares and percentage of total outstanding*	Date available for sale into public market
shares, or     %	Immediately after this offering.
shares, or     %	Generally, 180 days after the date of this prospectus due to lock-up agreements between certain of the holders of these shares and the underwriters or to contractual arrangements between the other holders of these shares and us, subject to a potential extension under certain circumstances.
shares, or     %	At various dates more than 180 days after the date of this prospectus.

* Number of shares does not include shares issuable pursuant to the exercise of options.

After this offering and the expiration of the lock-up period, the holders of an aggregate of shares of our common stock will have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register the issuance of all shares of common stock that we have issued and may issue under our option plans. Once we register the issuance of these shares, subject to lock-up restrictions, they can be freely sold in the public market upon issuance. Furthermore, Goldman, Sachs & Co. and Deutsche Bank Securities Inc. may, at their discretion and at any time without notice, release all or any portion of the securities subject to lock-up agreements with the underwriters. Due to these factors, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.

Investors in this offering will suffer immediate and substantial dilution.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our outstanding common stock immediately after this offering. Therefore, if you purchase our common stock in this offering, you will incur an immediate dilution of $             in net tangible book value per share from the price you paid. In addition, following this offering, purchasers in the offering will have contributed     % of the total consideration paid by our stockholders to purchase shares of common stock. The exercise of outstanding options will result in further dilution. For a further description of the dilution that you will experience immediately after this offering, see the section entitled “Dilution.”

The issuance of additional stock in connection with acquisitions, our stock incentive plans or otherwise will dilute all other stockholdings.

After this offering, we will have an aggregate of              shares of common stock authorized but unissued and not reserved for issuance under our equity incentive plans or otherwise. We may issue all of these shares without any action or approval by our stockholders. We intend to continue to actively pursue strategic acquisitions. We may pay for such acquisitions, partly or in full, through the issuance of additional equity. Any issuance of shares in connection with our acquisitions, the exercise of stock options or otherwise would dilute the percentage ownership held by the investors who purchase our shares in this offering.

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Your ability to influence corporate matters may be limited because a small number of stockholders beneficially own a substantial amount of our common stock and will continue to have substantial control over us after the offering.

Upon completion of this offering, the GI Partners Funds will beneficially own approximately             % of our common stock. As a result, these stockholders will be able to exert significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets, and may have interests that are different from yours and may vote in a way with which you disagree and which may be adverse to your interests. In addition, this concentration of ownership may have the effect of preventing, discouraging or deferring a change of control, which could depress the market price of our common stock. For information regarding ownership of our outstanding stock by the GI Partners Funds, see the section entitled “Principal and Selling Stockholders.”

Our authorized but unissued common stock and preferred stock may prevent a change in our control.

Upon the consummation of this offering, our restated certificate of incorporation will authorize us to issue additional authorized but unissued shares of our common stock or preferred stock. In addition, our board of directors may classify or reclassify any unissued shares of our preferred stock and may set the preferences, rights and other terms of the classified or reclassified shares. As a result, our board may establish a series of preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

Our management will have broad discretion to use our net proceeds from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management may not apply our net proceeds from this offering in ways that increase the value of your investment. We expect to use the net proceeds from this offering primarily for capital expenditures, for working capital and for other general corporate purposes. In addition, we may also use a portion of the remaining net proceeds to acquire or invest in businesses, products, services or technologies complementary to our current business, through mergers, acquisitions, joint ventures or otherwise. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our net proceeds from this offering.

Anti-takeover provisions in our organizational documents could delay a change in management and limit our share price.

Upon the consummation of this offering, certain provisions of our restated certificate of incorporation and amended and restated by-laws could make it more difficult for a third party to acquire control of us even if such a change in control would increase the value of our common stock and prevent attempts by our stockholders to replace or remove our current board of directors or management.

We will have a number of anti-takeover devices in place that will hinder takeover attempts and could reduce the market value of our common stock or prevent sale at a premium. Our anti-takeover provisions will include:

• a staggered, or classified, board of directors;

• removal of directors, only for cause, by a supermajority of the voting interest of stockholders entitled to vote;

• blank-check preferred stock, the preference, rights and other terms of which may be set by the board of directors and could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise benefit our stockholders;

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• a provision denying stockholders the ability to call special meetings;

• Section 203 of the Delaware General Corporation Law (the “DGCL”), which restricts certain business combinations with interested stockholders in certain situations; and

• advance notice requirements by stockholders for director nominations and actions to be taken at annual meetings.

After the completion of this offering, we do not expect to declare any dividends in the foreseeable future.

After the completion of this offering, we do not anticipate declaring any cash dividends to holders of our common stock in the foreseeable future. In addition, our existing credit facilities prohibit us from paying cash dividends, and any future financing agreements may prohibit us from paying any type of dividends. Consequently, investors may need to sell all or part of their holdings of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.

If we do not obtain a waiver from CIT Lending Services Corporation, or CIT, upon the completion of this offering, a “change of control” under our credit agreement with CIT may occur, which may accelerate our obligations under such agreement.

Pursuant to our credit agreement with CIT, a “change of control” is deemed to occur if, among other things, (i) GI Partners ceases to own and control at least 66 ²/3% of our voting securities, subject to certain exceptions, or (ii) the composition of our board changes such that GI Partners controls less than a majority of our board of directors. If we do not obtain a waiver from CIT (which would require permission by certain of the lenders under the agreement), upon the completion of this offering, a “change of control” under this agreement may occur, if one of the above conditions are satisfied, which may accelerate our obligations under the agreement.

Risks Related to Tax Matters

Our ability to use net operating loss carryforwards to reduce future tax payments may be limited if we experience a change in ownership, or if taxable income does not reach sufficient levels.

Under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three year period), the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be limited.

We experienced ownership changes in 2003 and 2006 that triggered the limitations of Section 382 of the Code on our net operating loss carryforwards. We may also experience ownership changes in the future as a result of this initial public offering and subsequent shifts in our stock ownership. As a result, we are limited with respect to net operating loss carryforwards accrued prior to 2006 and may be further limited in the portion of net operating loss carryforwards that we can use in the future to offset taxable income for U.S. Federal income tax purposes.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties. Forward-looking statements convey our current expectations or forecasts of future events. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, business strategy and plans, use of the net proceeds of this offering, and our objectives for future operations, are forward-looking. You can identify forward-looking statements by terminology such as “project,” “believe,” “anticipate,” “plan,” “expect,” “estimate,” “intend,” “should,” “would,” “could,” “will,” “can,” “continue,” or “may,” or the negative of these terms or other similar expressions that convey uncertainty of future events or outcomes. Forward-looking statements in this prospectus may include statements about:

• our financial outlook and the financial outlook of Internet dependent businesses, including telecommunications carriers, Internet service providers, online content providers and enterprises;

• our ability to remediate any material weaknesses in our internal control over financial reporting and our ability to maintain proper and effective internal controls;

• our ability to compete successfully with our competitors;

• our use of our proceeds from this offering;

• our cash needs;

• implementation of our corporate strategy;

• our financial performance;

• our ability to leverage our network densities;

• our ability to grow in our markets and expand the capacity in our facilities to meet the increasing needs of our existing customers and to serve new customers;

• the availability and cost of sufficient electrical power and cooling capacity in our facilities;

• our ability to pursue and successfully integrate acquisitions;

• our ability to strengthen existing customer relationships and reach new customers;

• our ability to develop relationships with customers in emerging, bandwidth-intensive segments and to develop new sales channels;

• our ability to offer a mix of products and services that will develop and maintain a diverse customer base;

• our ability to design and architect facilities which proactively address the evolving needs of our customers;

• our ability to meet the service levels required by our service level agreements with our customers;

• future regulatory, judicial and legislative changes in our industry;

• the growth in Internet traffic;

• the stabilizing supply of network neutral interconnection and colocation capacity;

• the adoption of advanced networking technology;

• the adoption and usage of bandwidth-intensive services;

• the growing awareness of business continuity and disaster recovery planning; and

• the effect of industry consolidation on our business.

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There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss in this prospectus under the caption “Risk Factors.” You should read these factors and the other cautionary statements made in this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This prospectus also contains statistical data and estimates, including those relating to market size and growth rates of the markets in which we participate, that we obtained from industry publications and reports generated by Tier1 Research, Cisco, Gartner, The Insight Research Corporation and Nemertes Research. These publications include forward-looking statements made by the authors of such reports. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions. Actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We have not independently verified any third-party information and cannot assure you of its accuracy or completeness.

You should rely only on the information contained in this prospectus. We and the selling stockholders have not authorized anyone to provide information different from that contained in this prospectus. We and the selling stockholders are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

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USE OF PROCEEDS

We estimate that our net proceeds from the sale of the shares of common stock by us will be approximately $             million, assuming an initial public offering price of $             per share, the mid-point of the range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters exercise their over-allotment option in full, the net proceeds to us will be approximately $             million. We will not receive any of the proceeds from the sale of shares by the selling stockholders. Assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus, a $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by $             million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use our net proceeds for capital expenditures, working capital and other general corporate purposes. In addition, we may also use a portion of the net proceeds to finance growth through the acquisition of, or investment into, businesses, products, services or technologies complementary to our current business, through mergers, acquisitions, joint ventures or otherwise. However, we have no agreements or commitments for any specific acquisitions at this time.

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DIVIDEND POLICY

Since our acquisition by the GI Partners Funds in 2006, we have not declared or paid any dividends. We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business and do not anticipate paying cash dividends for the foreseeable future. Our existing credit facilities prohibit us from paying cash dividends, and any future financing agreements may prohibit us from paying any type of dividends. For more information about these restrictions, see “Description of Indebtedness.”

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CAPITALIZATION

The following table sets forth our consolidated capitalization as of December 31, 2009:

• on an actual basis;

• on a pro forma basis to give effect to the conversion of all outstanding shares of our preferred stock into             shares of common stock immediately prior to the closing of this offering; and

• on a pro forma as adjusted basis to give effect to the sale of              shares of common stock by us in this offering at an assumed initial public offering price of $             per share, the mid-point of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information set forth in the table below is illustrative only and will adjust based on the actual initial public offering price and other terms of the offering determined at pricing.

This table should be read with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	As of December 31, 2009
	Actual			Pro Forma (Unaudited)	Pro Forma Adjusted (Unaudited)
	(in thousands, except share data)
Cash and cash equivalents	$	40,655		$	$
Current capital lease and other financing obligations		916
Current portion of debt		13,301
Non-current capital lease and other financing obligations		4,620
Non-current debt		116,693
Stockholders’ equity:
Series A Preferred stock, $0.0001 par value; 2,300,000 shares authorized, 1,930,399 shares issued and outstanding, actual; no shares issued pro forma and pro forma as adjusted		—
Series B Preferred stock, $0.0001 par value; 253,223 shares authorized, 240,354 shares issued and outstanding, actual; no shares issued pro forma and pro forma as adjusted		—
Common stock, $0.0001 par value; 4,500,000 shares authorized, 706 shares issued and outstanding, actual; no shares outstanding, pro forma; shares issued and outstanding, pro forma as adjusted		—
Additional paid-in capital		204,682
Accumulated deficit		(84,352	)
Total stockholders’ equity		120,330
Total capitalization	$	255,860		$	$

Assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus, a $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) each of cash and cash equivalents, additional paid-in capital and total stockholders’ equity by $             million, would decrease (increase) long term debt, including current portion, by $             million and would increase (decrease) total capitalization by $             million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The number of shares of our common stock set forth in the table above excludes:

• our issuance of up to              shares of common stock that the underwriters have the option to purchase from us solely to cover over-allotments;

• 103,963 shares issuable upon the exercise of options outstanding as of December 31, 2009, having a weighted average exercise price of $32.32 per share;

• 1,000 shares issuable upon the exercise of warrants outstanding as of December 31, 2009, having an exercise price of $40.00 per share (excluding warrants issued to a single party that no longer had any economic value); and

• 20,430 shares available for future grant under our equity incentive plan as of December 31, 2009.

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DILUTION

If you invest in our common stock your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma net tangible book value per share of our common stock immediately after the completion this offering. We calculate net tangible book value per share by dividing our net tangible book value, which equals total assets less goodwill, net other intangible assets and total liabilities, by the number of common shares outstanding, including shares of common stock issued upon the conversion of all outstanding shares of our preferred stock upon the completion of this offering. The pro forma net tangible book value of our common stock as of December 31, 2009 (assuming conversion of our outstanding preferred stock given our enterprise value implied by the assumed initial public offering price per share set forth below) was approximately $             million, or $             per share, based upon              shares outstanding. After giving effect to the sale of shares             of common stock by us in this offering at an assumed initial public offering price of $             per share, the mid-point of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and offering expenses payable by us, our pro forma net tangible book value as of December 31, 2009 would have been $             million, or $             per share. This represents an immediate increase in pro forma net tangible book value of $             per share to existing stockholders and an immediate dilution in net tangible book value of $             per share to investors purchasing shares of our common stock in this offering. The following table illustrates this dilution on a per share basis:

Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of December 31, 2009	$
Increase per pre-offering share in pro forma net tangible book value per share attributable to sale of common stock in this offering	$
Pro forma as adjusted net tangible book value per share after giving effect to this offering		$
Dilution of net tangible book value per share to new investors		$

Assuming no change in the number of shares offered by us as set forth on the cover page of this prospectus, a $1.00 increase (decrease) in the assumed initial public offering price of $             per share would increase (decrease) our net tangible book value by $             million or $             per share.

If the underwriters exercise their option to purchase additional shares of our common stock in full, the pro forma as adjusted net tangible book value per share after this offering would be $             per share, and the dilution in pro forma net tangible book value per share to new investors in this offering would be $             per share.

The following table summarizes on a pro forma as adjusted basis as of December 31, 2009, after giving effect to the completion of this offering, the total cash consideration paid to us and the average price per share paid by existing stockholders for their common stock and by new investors purchasing common stock in this offering at an assumed initial public offering price of $             per share, before deducting estimated underwriting discounts and estimated expenses payable by us.

	Shares Issued			Total Consideration			Average Price Per Share
	Number	Percent		Amount	Percent
Existing stockholders			%	$		%	$
New investors			%			%
Total		100	%	$	100	%

A $1.00 increase or decrease in the assumed initial public offering price of $             per share would increase or decrease, respectively, total consideration paid by new investors and total consideration paid by all stockholders by approximately $             million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

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If the underwriters exercise their over-allotment option in full, our existing stockholders would own     % and our new investors would own     % of the total number of shares of our common stock outstanding after this offering.

Sales by selling stockholders in this offering will cause the number of shares held by existing stockholders to be reduced to             , or     % of the total number of shares of our common stock outstanding after this offering, and will increase the total number of shares held by new investors to             , or     % of the total number of shares of our common stock outstanding after this offering.

The foregoing discussion and tables are based upon the number of shares issued and outstanding on December 31, 2009, assumes the conversion of all outstanding shares of our preferred stock as of December 31, 2009 into common stock and assumes no exercise of options or warrants outstanding as of December 31, 2009. As of that date, there were:

• 103,963 shares issuable upon the exercise of options outstanding, having a weighted average exercise price of $32.32 per share; and

• 1,000 shares issuable upon the exercise of warrants outstanding, having an exercise price of $40.00 per share (excluding warrants issued to a single party that no longer had any economic value);

For a description of our equity incentive plans, see the section entitled “Management—Equity Incentive Plans.”

If all our outstanding options and warrants (excluding warrants without any economic value) had been exercised, the pro forma net tangible book value as of December 31, 2009 would have been $             million, or $             per share, and the pro forma net tangible book value after this offering would have been $             million, or $             per share, causing dilution to new investors of $             per share.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated financial data should be read in conjunction with the financial statements and the notes to those statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace the financial statements and are qualified in their entirety by the consolidated financial statements and related notes thereto included elsewhere in this prospectus.

Our selected consolidated financial data as of and for the years ended December 31, 2009, 2008 and 2007 have been derived from our audited consolidated financial statements that are included elsewhere in this prospectus. Our selected consolidated financial data as of December 31, 2006 and for the three months ended December 31, 2006 have been derived from our audited consolidated financial statements that are not included elsewhere in this prospectus. Our selected consolidated financial data as of and for the year ended December 31, 2005 and for the nine months ended October 3, 2006 have been derived from our audited consolidated financial statements of our predecessor that are not included in this prospectus.

	Successor(4)												Predecessor(4)
	Years Ended December 31,									Three Months Ended December 31, 2006			Nine Months Ended October 3, 2006			Year Ended December 31, 2005
	2009			2008			2007(5)
	(in thousands, except share and per share data)
Statement of Operations Data:(1)(2)(3)
Revenues	$	98,335		$	70,038		$	50,762		$	7,963		$	22,248		$	24,081
Operating expenses		99,937			93,332			78,063			15,098			18,569			18,683
Operating income (loss)		(1,602	)		(23,294	)		(27,301	)		(7,135	)		3,679			5,398
Interest income		374			396			612			104			205			548
Interest expense		(7,221	)		(7,380	)		(9,769	)		(2,357	)		(11,374	)		(7,338	)
Other expense		(12	)		(330	)		(739	)		(1,098	)		(12,974	)		(2,031	)
Loss from continuing operations		(8,461	)		(30,608	)		(37,197	)		(10,486	)		(20,464	)		(3,423	)
Noncontrolling interest in net income of consolidated partnership		—			—			—			—			98			152
Income tax benefit (expense)		(1,458	)		(772	)		811			3,819			—			—
Net loss	$	(9,919	)	$	(31,380	)	$	(36,386	)	$	(6,667	)	$	(20,366	)	$	(3,271	)
Less: preferred dividends		(24,452	)		(21,743	)		(17,676	)		(3,084	)		—			—
Net loss available to common stock holders	$	(34,371	)	$	(53,123	)	$	(54,062	)	$	(9,751	)	$	(20,366	)	$	(3,271	)
Net loss per common share	$	(63,066	)	$	(290,290	)	$	(540,620	)	$	(97,510	)	$	(11	)	$	(2	)
Weighted average common shares outstanding		545			183			100			100			1,898,763			1,865,013
(1)    Includes stock-based compensation expense of:	$	1,179		$	919		$	379		$	1,981		$	1,292		$	507
(2)    Includes depreciation and amortization expense of:	$	21,686		$	32,256		$	31,560		$	6,656		$	4,190		$	5,446
(3)    Includes non-cash rent of:	$	7,953		$	6,720		$	5,373		$	492		$	268		$	457
	Successor															Predecessor
	As of December 31,															As of December 31,
	2009			2008			2007			2006						2005
	(in thousands)															(in thousands)
Balance Sheet Data:
Cash and cash equivalents	$	40,655		$	22,638		$	7,705		$	6,830					$	1,925
Total assets		303,422			280,302			277,685			242,204						59,066
Long-term obligations		151,400			125,754			115,737			8,557						58,276
Total stockholder's equity (deficit)		120,330			129,060			144,283			127,655						(6,900	)

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	Successor(4)												Predecessor(4)
	Years Ended December 31,									Three Months Ended December 31, 2006			Nine Months Ended October 3, 2006			Year Ended December 31, 2005
	2009			2008			2007(5)
Statement of Cash Flow Data:								(in thousands)
Cash flow from:
Operating activities	$	27,918		$	14,845		$	(4,717	)	$	1,003		$	2,721		$	5,246
Investing activities		(28,982	)		(14,502	)		(55,651	)		(958	)		(2,396	)		(905	)
Financing activities		19,081			14,590			61,243			5,768			(21	)		(4,094	)

(4) The financial data of the Predecessor is not comparable to the Successor periods due to a new basis of accounting as a result of purchase accounting from the October 2006 acquisition of us by the GI Partners Funds.

(5) The financial data for 2007 and subsequent periods reflects the operations of the March 2007 acquisition of certain net assets of NYC Connect, LLC, and the operations of the Digital Realty Trust leased facilities from December 2006.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Prospectus Summary—Summary Consolidated Financial Data,” “Selected Consolidated Financial Data” and our consolidated financial statements included elsewhere in this prospectus. In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those discussed in the sections entitled “Risk Factors” and “Forward-Looking Statements” included elsewhere in this prospectus.

Overview

Telx is a leading provider of network neutral, global interconnection and colocation solutions in the United States. Our interconnection and colocation offerings enable customers to seamlessly connect to hundreds of diverse communications networks and other enterprises. Additionally, we provide a secure and reliable environment to house customers’ mission-critical equipment and time sensitive data. We believe that our 15 facilities, located in nine tier-1 markets, are some of the most strategically positioned datacenters in the United States. These facilities are located at the primary intersections of multiple, major international and domestic fiber routes where we believe Internet and private network traffic is most concentrated and interconnection demand is highest. We believe that our average of 37 physical interconnections per customer gives us greater physical interconnection density than our competitors. Over the last two years, we have grown our revenues from $50.8 million in 2007 to $98.3 million in 2009, representing a compound annual growth rate of 39%.

As a network neutral provider, we do not own or operate our own network, allowing us to act as an unbiased intermediary in providing the necessary interconnection products and related services that facilitate the exchange of communications network traffic between our customers. Customers within a Telx facility are able to connect to any other customer within the facility, including up to 290 communications service providers, depending on the facility. These interconnections effectively allow a customer to replace their existing and more expensive network alternatives. Through these interconnections, our facilities host diverse and densely populated ecosystems of communications service providers, enterprises, online media, video and content providers, and other entities. Our customers benefit from a wide choice of networks, reduced network costs, improved capital budget efficiency, improved performance and access to revenue opportunities with accelerated time to market.

Our customers rely on our offerings to support their mission-critical communication and information technology (IT) infrastructure needs. Our products and related services enable the exchange of increasing volumes of content and information from across the globe, creating a global connectivity marketplace to support and accelerate our customers’ business growth. With 763 customers and 28,272 total physical interconnections within our facilities as of December 31, 2009, our interconnection-centric model targets customers that value the interconnection density in our secure and reliable environments. We evaluate market leadership based on publicly available information for physical interconnections per customer and our experience in the industry. Based on this framework, we believe that our average of 37 physical interconnections per customer as of December 31, 2009 makes us a leading network neutral, global interconnection and colocation solutions provider in the United States. We believe that the interconnection density within our facilities creates a network effect that increases the value proposition of our products and related services with each additional customer added to the ecosystems, enhancing our ability to both retain existing customers and attract new customers. Our 15 interconnection and colocation facilities are located in the New York Metropolitan area, the San Francisco Bay area, Los Angeles, Dallas, Chicago, Atlanta, Phoenix, Charlotte and Miami.

We will seek attractive opportunities to grow our interconnection and colocation market share by growing our relationships with existing and new customers. To support these relationships we may selectively expand our footprint and introduce new related product and service offerings. Consistent with our historical expansion

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activities, our expansion criteria include several factors such as the demand from existing and new interconnection-centric customers, access to communications service providers, availability of sufficient space and power, amount of incremental investment required and expected return on capital invested. In addition, we intend to continuously develop our interconnection and colocation offerings and introduce new products and related services to meet our customers’ needs across multiple industry sectors including communications service providers, enterprises, online media, video and content providers, government agencies and cloud and SaaS providers. We are committed to our interconnection-centric business model because we believe it provides a differentiated value proposition to both our new and existing customers as compared to other colocation-centric providers. Furthermore, we believe our interconnection-centric model enables us to monetize our physical footprint and deploy our capital more efficiently as we can generate incremental revenue without material consumption of additional space or power resources.

Material Weaknesses in Internal Control

While our independent registered public accounting firm did not identify any material weaknesses or significant deficiencies in our internal controls over financial reporting for the year ended December 31, 2009, we did not perform an assessment of our internal controls over financial reporting nor did our auditors perform an audit over our internal controls over financial reporting; we therefore cannot assure you that internal control issues will not arise in future periods. In connection with the audit of our consolidated financial statements as of and for the year ended December 31, 2008, our independent registered public accounting firm did not identify any material weaknesses but did identify two significant deficiencies in our internal controls relating to (i) an inadequate system of internal controls during 2008 for the timely reconciliations of bank accounts and physical inventories, and errors in recording fixed asset depreciation expense and installation revenues, and (ii) inadequate controls and procedures around access and security around programs and data, segregation of duties and operations in certain IT systems. A significant deficiency is a deficiency, or combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

During the audit of our consolidated statements as of and for the year ended December 31, 2007, our independent registered public accounting firm identified a deficiency that constituted a material weakness in our internal control over financial reporting. This material weakness related to an inadequate system of internal controls during the first half of 2007 (as we documented a comprehensive set of accounting policies and procedures and implemented certain controls in the second half of the year) and several control deficiencies related to inadequate controls and procedures around access and security around programs and data, segregation of duties, and operations in certain IT systems. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. See “Risk Factors—Risks Related to Our Business and Industry.”

We have taken steps to remediate the material weaknesses that existed in 2007 and significant deficiencies that existed in 2008. In 2007, we documented, issued and implemented a set of accounting policies and procedures and implemented additional controls to establish an internal control environment and discipline that will continue to ensure the completeness and accuracy of accounting and reporting. We believe this manual includes procedures for all significant policies, business practices, and routine and non-routine procedures performed by each functional area. We plan to periodically review this manual and outlined policies and procedures and update as appropriate for emerging accounting issues. During 2008 and 2009, we also implemented remedial control procedures to address: (i) IT back-up and recovery, (ii) operating systems access, (iii) firewall protections, and (iv) control policies and procedures in certain transaction cycles. We have also implemented additional monitoring activities, as well as evaluated job responsibilities, in order to improve internal controls related to (i) our information security and access to non-financial reporting software applications, (ii) the ability to access and change the management controls, policies and procedures for our

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customer management and billing systems, and (iii) the initiation, authorization, review and transaction recording for certain transaction cycles and non-routine transaction processing. We plan to conduct further periodic reviews and evaluations of our IT control environment to ensure we prevent any control deficiencies. Additionally, as part of our on-going efforts to improve our financial accounting organization and processes, from 2007 to the present we have hired several senior and supporting accounting personnel, including a controller, assistant controller, director of technical accounting and three accounting clerks. We believe that the corrective actions described above will remediate the internal control weaknesses and deficiencies identified, however, there are no assurances that the measures we have taken to remediate these internal control weaknesses and deficiencies were completely effective or that similar weaknesses will not recur. We plan to continue to assess our internal controls and procedures and intend to take further action as necessary or appropriate to address any other matters we identify. Because of these prior material weaknesses and significant deficiencies, there is heightened risk that a material misstatement of our financial statements relating to the years ended as of December 31, 2007 and December 31, 2008, respectively, was not prevented or detected. While no material weaknesses were identified during the course of our audit for the year ended December 31, 2009, we cannot assure you that these or other similar issues will not arise in future periods.

To date, the audits of our consolidated financial statements by our independent registered public accounting firm have included a consideration of internal control over financial reporting as a basis of designing their audit procedures, but not for the purpose of expressing an opinion on the effectiveness of our internal controls over financial reporting. If such an evaluation had been performed or when we are required to perform such an evaluation, additional material weaknesses and other control deficiencies may have been or may be identified. Ensuring that we have adequate internal financial and accounting controls and procedures in place to help produce accurate financial statements on a timely basis is a costly and time-consuming effort that needs to be evaluated frequently. We will incur increased costs and demands upon management as a result of complying with the laws and regulations affecting public companies relating to internal controls, which could materially adversely affect our operating results. If we fail to implement and maintain effective internal controls going forward, our ability to produce accurate and timely financial statements could be impaired, which could have a material adverse effect on our business, financial condition, results of operations and stock price.

Key Factors Affecting Our Results of Operations

Our operations and financial results are exposed to certain risks and uncertainties that may impact our financial condition and results of operations. See “Risk Factors” for further discussion of these risks.

Customer demand and industry trends.    We have benefited from strong growth in customer demand for our products and related services over the last several years. Our growth in the past has been aided by a limited supply of interconnection and colocation facilities in the markets we serve. An increase in the supply of interconnection and colocation facilities may result in an increased number of competitive offerings and reduce the overall demand for our products and related services, and therefore cause a decline in our revenues. The growth of customer demand for our products and related services has also been supported by many other factors, including the continuing increases in Internet traffic, enterprise datacenter outsourcing, network-based business application adoption, adoption of Ethernet technologies, growth in Internet video, demand for proximity hosting and low latency interconnection and the emergence of new internet-based computing technologies, such as cloud computing. Our future growth will depend in part on the continued prevalence of these industry trends. If, however, these trends slow or reverse, it would slow or reverse the pace of both our new customer acquisition and revenue growth.

Ability to expand into new facilities and markets.    To meet our customers’ increasing demand for our products and related services, we operated facilities consisting of 478,412 total gross square feet as of December 31, 2009. We have expanded our footprint through the addition of three new facilities and the expansion of our existing facilities over the past three years. Our future growth is dependent on our ability to

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identify new space within existing facilities, new facilities with attractive adjacencies to our primary interconnection and colocation facilities or new markets in which to build our facilities. If we cannot obtain adequate new space to meet the demand for our products and related services, our rate of growth will decline. Additionally, our future profit margins may be materially impacted, either positively or negatively, by the material conditions of the manner in which we expand into this new space. Material conditions that could impact our financial results include construction costs and lease costs, including lease incentives such as rent abatements and construction allowances.

Ability to align expansion with customer demand growth.    We build out the infrastructure in our facilities to accommodate anticipated future demand for our products and related services. While we attempt to minimize the amount of excess capacity in our facilities and the associated operating costs, we do consider the necessary lead times for these facility expansions, which require us to build ahead of actual customer demand and revenue growth. When we begin such build-outs, we typically do not have any guarantees regarding the scope or timing of this anticipated growth which exposes us to risks related to excess capacity and the associated negative impact to our profitability. Additionally, long lead times of build-out periods can expose us to periods of increased costs related to expansion before new revenue can be generated from expansion which depress our operating margins. While we make efforts to minimize this impact by negotiating lease incentives, there can be no guarantee that we will be successful and our results may be negatively impacted in future periods.

Energy costs.    We have been exposed to the recent increases in energy costs. See “—Quantitative and Qualitative Disclosures about Market Risk.” While most of our datacenters operate in regulated energy markets, power cost increases or decreases are possible. To the extent that there is an increase, we generally have the option to pass along such increase to our customers, but we may choose not to do so for a variety of commercial reasons. To the extent that we do not pass these costs along, or that we delay in passing them along, we will pay higher energy prices without incremental revenue, increasing our operating costs and depressing our margins. In addition, even if we do pass these power costs along, this will effectively increase the price for our products and related services, which could reduce overall demand. Conversely, to the extent that power costs decrease and such decease is not passed along to our customers, our costs will fall and consequently our profit margins will improve. Furthermore, if the cost reduction were to be passed to our customers, this could result in increased demand for our products and related services.

Type of customer and product sold.    A significant amount of our new customer growth in 2008 and 2009 resulted from further extension of our customer base beyond communications service provider customers. We believe that increasing enterprise adoption of datacenter outsourcing and network based business applications are key factors that make our products and related services attractive to a wide range of enterprises. However, should these factors change, a reduction in customer demand could occur and slow our revenue growth. In addition, a significant amount of our revenue growth and profit margin expansion is driven by increased utilization of our interconnection products by our existing customers relative to the colocation products they purchase. Whereas our colocation products consume both space and power, our interconnection products consume insignificant amounts of space and power, thereby providing higher operating margins and attractive return opportunities. As revenue from interconnection products increases compared to colocation revenue, our profitability should improve. However, if we sell fewer interconnection products and more colocation products, our profit margins will fall.

Expanding and maintaining our talent base.    We rely heavily on knowledgeable and experienced employees to provide a high level of service on a continuous basis in a complex technology-driven environment. This requires us to hire and retain professionals, many of whom may have employment opportunities elsewhere. We may have to adjust salary levels in the future to remain competitive in the market for talent which may increase our cost structure and may depress our margins. As we expand, we will need to identify and attract additional suitably qualified employees to maintain our level of service in both our existing and future footprint.

Public company operating expenses.    As a public company, we will incur significant legal, accounting and other expenses that we have not incurred as a private company, including costs associated with public company

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reporting requirements. We also have incurred and will incur costs in order to comply with the Sarbanes-Oxley Act of 2002 and related rules implemented by the SEC and Nasdaq. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.

Key Components of Our Results of Operations

Revenues

Our revenues consist of recurring and non-recurring revenues. We generate recurring revenue from our interconnection and colocation products. We generate non-recurring revenue from our installation and technical support services. Installation services are directly related to providing interconnection and colocation products. To review our revenue recognition policies for our recurring and non-recurring revenues, see “—Critical Accounting Policies and Estimates” below.

We use several primary metrics to analyze our revenues and measure our performance as set forth below.

	Year Ended December 31,
	2009		2008		2007
Number of customers	763		626		495
Number of physical interconnections	28,272		23,867		19,692
Cabinet equivalents billed	5,987		4,595		3,542
Utilization rate	67	%	61	%	64	%
Percentage of incremental revenue attributable to existing customers (1)	70	%	72	%	NA
Average monthly churn as a percentage of monthly recurring revenue (1)	0.6	%	0.8	%	NA

(1) Data not available for these metrics in 2007 due to database systems conversion.

Number of customers.    The amounts in the table above represent the number of customers as of December 31 of each year. The number of customers is a measure of our growth in our customer base year over year.

Number of physical interconnections (cross connects).    The amounts in the table above represent the total number of connections between our customers as of December 31 of each year. The number of physical interconnections is a measure of the connectivity density of our ecosystems. By increasing connection densities within our interconnection and colocation facilities, we are able to increase the utility of facilities for information exchange and enhance our value proposition to our customers. We target customers with significant requirements for information and bandwidth exchange with multiple counterparties. Each additional customer added to our facilities adds connectivity options and opportunities for themselves and all other customers in our ecosystems.

Cabinet equivalents billed.    The amounts in the table above represent the total cabinet equivalents billed as of December 31 of each year. Cabinet equivalents billed is an indication of how much space in our interconnection and colocation facilities is generating revenue. Our interconnection and colocation facilities have a certain amount of space and power that can be utilized to provide colocation services which includes cabinet and cage products. Each cabinet is estimated at 18 square feet. Our cage product, on the other hand, is sold in square foot increments to customers who typically want a more significant amount of space to store their equipment. Accordingly, cabinet equivalents billed is the sum of the number of cabinets occupied by customers plus the square footage of cage space occupied by customers divided by 18.

Utilization rate.    The amounts in the table represent the utilization rate as of the end of each period. The utilization rate represents the percentage of our interconnection and colocation facility sellable space that has been sold to customers. The number fluctuates due to increases in capacity (new interconnection and colocation

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facility expansion space), new sales, and the loss of customers. The utilization rate is calculated as a percentage, the numerator of which is the total square footage occupied by our customers and the denominator of which is equal to the total sellable square footage of our facilities (which takes into account power and cooling capacity limitations and excluding space occupied by our infrastructure and equipment). Power and cooling capacity are assessed to ensure that distributed power and cooling load requirements are not exceeded by power usage capabilities of the customers.

Percentage of incremental revenues attributable to existing customers.    The amounts in the table above represent the percentage of incremental revenues attributable to existing customers for each period. We measure the amount of incremental revenues in a given period that results from new customers to a Telx facility as compared to additional service to a customer with an existing presence in the Telx facility. We view this measure as important to our understanding of our customers’ organic growth requirements once present in a Telx ecosystem.

Average monthly churn as a percentage of monthly recurring revenues.    The amounts in the table above represent the average monthly churn for each period. Churn represents lost monthly recurring revenues (MRR) from existing customers during a given period due to either the loss of a customer or a reduction in services provided to existing customers. We define churn as lost recurring revenues during a current month divided by the total recurring revenues from the prior month. Our business is based on a recurring revenue model, therefore lost revenues in a period affect future periods.

Recurring Revenue

Our business is characterized by significant monthly recurring revenue streams and low churn rates. In 2009, monthly recurring revenue represented 94% of total revenue, and we had average monthly churn rates that approximated 0.6%. We generate recurring revenues from the following products.

Interconnection.    Our interconnection products include our cross connect (a physical interconnection), Internet exchange (connectivity facilitated through an Internet switching device), and other interconnection related products. Our cross connect products enable our customers to connect directly to any communications service provider, enterprise or other customer in our facilities. These products are typically provided for a recurring monthly fee per connection. Our Internet exchange products enable our customers to connect directly to our Internet exchange, which provides for public or private peering with other customers on an intermediary switch device. Our customers license connections to our Internet exchange for a recurring monthly fee, based on needed bandwidth. Our interconnection products are predominantly direct connections via physical interconnections. We also generate recurring revenues from providing customers with Internet access as an additional product offering, which is billed as a recurring monthly fee.

Colocation.    We generate recurring revenue from providing colocation space and power as further described below.

Colocation Space.    We provide colocation space for a recurring monthly fee for a cabinet or on a per square foot basis for cage space. Customers that license cage space typically use between 50 and 500 square feet in one of our facilities, and often license such space in multiple facilities. In 2009, 95% of our top 20 customers by revenue and 65% of our top 100 customers by revenue utilized our products and related services in multiple facilities. Customers sign a service order, governed by the terms and conditions of a master services agreement, with a typical term of one to three years.

Power.    We provide access to A/C or D/C power for a recurring monthly fee under our standard colocation contracts. Our customers pay for power on a per amp basis, typically in 20 to 30 amp increments.

Our inventory of sellable colocation space within each interconnection and colocation facility is limited by the space equipped by our existing power and cooling infrastructure, as well as customer requirements for power

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and cooling. Power and cooling requirements at each facility continue to grow on a per cabinet or square foot basis as the speed and power of computing equipment continues to increase relative to its physical footprint. We carefully monitor the power and cooling usage in each of our interconnection and colocation facilities and continue to invest in our power and cooling infrastructure to maximize the amount of utilizable space in our interconnection and colocation facilities.

Non-recurring Revenue

We generate non-recurring revenue from the services described below.

Installation Services.    We provide installation services to assist our customers in accessing our interconnection and colocation services. We receive one-time installation fees determined by the complexity of the installation. Colocation installation fees are typically billed per cabinet or square foot of cage space installed and per amp of power installed. Colocation installation fees are billed at the time of the installation and are recognized as non-recurring revenue on a straight-line basis over the estimated life of the customer relationship. Interconnection installation fees are typically in the form of port services which are typically sold on one or multi-year terms and recognized over the estimated life of the customer relationship or as cross connect services which are provided on a month-to-month basis and recognized in the period the installation is provided and complete. The earnings process from cross connect installation is culminated in the month the installation is complete.

Technical Support Services.    Technical support services are provided by our technicians, who are available 24 hours per day, 365 days per year. These services include system reboots, hardware and software troubleshooting, circuit, loop and fiber troubleshooting, equipment installation and provisioning and infrastructure installations. We generally charge customers for these services for a minimum of one hour and thereafter in 15 minute increments.

The following table presents our revenues and percentage of revenues for the periods presented.

	Year Ended December 31,
	2009				2008				2007
	($ in Thousands)
Revenue
Colocation	$	58,675	60	%	$	44,215	63	%	$	30,761	61	%
Interconnection		33,304	34	%		23,077	33	%		15,281	30	%
Recurring Total		91,979	94	%		67,292	96	%		46,042	91	%
Non Recurring		6,356	6	%		2,746	4	%		4,720	9	%
Total	$	98,335	100	%	$	70,038	100	%	$	50,762	100	%

Costs and Operating Expenses

Our cost structure includes expenses which are highly predictable, such as rent expense and personnel expenses, and variable costs, such as electricity expenses for which we generally have the ability to pass on cost increases to our customers.

Cost of Revenues.    Cost of revenues is comprised primarily of colocation costs for our interconnection and colocation facilities including rent expense and other lease costs, and real estate taxes. It also includes utilities, labor and materials, depreciation and amortization of fixed assets, repairs and maintenance, wholesale network and telecommunication services that support our customers, and security. Labor includes the cost of personnel who perform the installations and technical support services including both external contractors and internal technicians. Internal labor costs also include non-cash stock-based compensation expenses related to internal technicians. The largest components of our cost of revenues, such as rent and compensation expense, are mostly fixed in nature and do not vary significantly from period to period. However, certain components of our cost of

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revenues, such as utilities, are variable in nature and are directly related to the growth of our revenues. We expect our utilities expenses to increase in the future on a per unit basis due to increases in rates from our utility providers and increased power usage by our customers. Further, we experience seasonality in our utilities expenses based on temperatures and seasonal rate adjustments, which causes the amount of these expenses to fluctuate during the year. In connection with our expansion into new facilities, we typically incur lease, utilities, and labor related expenses prior to being able to accept customers for, and generate revenue from, new interconnection and colocation facilities. As we expand our interconnection and colocation facilities, we expect cost of revenues to increase.

Sales and Marketing.    Sales and marketing expenses consist primarily of personnel related expenses for our sales and marketing employees, including wages, benefits, bonuses, commissions, non-cash stock-based compensation, and travel, in addition to the cost of marketing programs such as sales support, trade shows, corporate communications, promotional events, and advertising. Sales and marketing expense also includes bad debt expense and the amortization of customer relationship intangible assets related to the October 2006 acquisition of us by the GI Partners Funds and the March 2007 acquisition of customer relationships from NYC Connect, LLC. We expect our sales and marketing expenses to increase as we increase the headcount of our sales staff and increase our marketing and promotional efforts. This increase, however, will be offset by a reduction of amortization expense related to customer relationship intangible assets as they become fully amortized in the first quarter of 2010.

General and Administrative.    General and administrative expenses include personnel related expenses, corporate office rent, legal, accounting, and consulting expenses, insurance, taxes, phone and network expenses for our internal systems, office expenses and depreciation and amortization expenses related to our corporate fixed and intangibles assets. Personnel related expenses include wages, benefits, bonuses, non-cash stock-based compensation, as well as travel expenses for our corporate employees. We expect our general and administrative expenses to increase as we incur additional costs to support our growth, including higher personnel, legal, insurance, and financial reporting expenses. However, we expect general and administrative expenses to decrease as a percentage of revenues over time.

Results of Operations

The following is a more detailed discussion of our financial condition and results of operations for the periods presented. The year-to-year comparison of financial results is not necessarily indicative of future results.

The following table presents our historical costs and operating expenses as a percentage of revenues for the periods indicated.

	Year Ended December 31,
	2009		2008		2007
Revenues	100	%	100	%	100	%
Costs and operating Expenses:
Cost of revenues	62	%	60	%	63	%
Sales and marketing	24	%	53	%	63	%
General and administrative	16	%	21	%	28	%
Total costs and operating expenses	102	%	133	%	154	%
Loss from operations	(2	%)	(33	%)	(54	%)

Year Ended December 31, 2009 Compared to the Year Ended December 31, 2008

Revenues

	For the year ended December 31,				$ Change		% Change
	2009		2008
	($ in Thousands)
Revenues	$	98,335	$	70,038	$	28,297	40	%

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Revenues increased by $28.3 million, or 40%, to $98.3 million for 2009 compared to $70.0 million for 2008. Recurring revenues increased by $24.7 million from the sale of our products and services to new and existing customers. The increase in recurring revenues consisted of $14.5 million of colocation revenues and $10.2 million of interconnection revenues. The increase in revenues reflected an increase in the number of customers as well as higher average revenue per customer, driven in part by (i) facilities expansions during 2008 and 2009 which created additional capacity available for sale, and (ii) increasing interconnection growth between new and existing customers. Existing customers continue to drive revenue growth and comprised 70% of incremental revenues in 2009 compared to 72% in 2008. Cabinet equivalents billed increased 30% to 5,987 at December 31, 2009 compared to 4,595 at December 31, 2008. The number of cross connects was 28,272 at December 31, 2009, which reflects an 18% increase over December 31, 2008 cross connects of 23,867. Non-recurring revenues increased by $3.6 million primarily related to interconnection installations and technical support services as a result of the increase in customer installations and support services for an increased customer base.

Cost of Revenues

	For the year ended December 31,						$ Change		% Change
	2009			2008
	($ in Thousands)
Cost of Revenues	$	60,577		$	41,701		$	18,876	45	%
As a percentage of revenue		62	%		60	%

Cost of revenues increased by $18.9 million, or 45%, to $60.6 million for 2009 compared to $41.7 million for 2008. Total rent expense increased $8.4 million primarily due to the expansion of 21,910 square feet of space in our Los Angeles, Chicago and Phoenix markets in 2009, and the full year impact of the 2008 expansion of 85,974 square feet at our New York, New Jersey, Chicago, San Francisco, and Dallas facilities. Utilities increased $3.4 million due to the addition of new customers, additional usage by our existing customers, and rate increases. Due to the growth of our customer base and the expansion of our facilities, labor and materials increased by $2.3 million, repairs and maintenance increased $0.7 million, and cost related to interconnection services increased $0.4 million as we connected several of our facilities together in 2009. Depreciation and amortization of fixed assets increased $3.6 million to $5.5 million from $1.9 million, due to expansion of our colocation and interconnection facilities. We anticipate our cost of revenues will increase in absolute dollars as we continue our expansion efforts.

Sales and Marketing

	For the year ended December 31,						$ Change			% Change
	2009			2008
	($ in Thousands)
Sales and Marketing	$	23,753		$	36,826		$	(13,073	)	(35	)%
As a percentage of revenue		24	%		53	%

Sales and marketing expenses decreased by $13.1 million, or 35%, to $23.8 million for 2009 compared to $36.8 million for 2008. The decrease in expenses was attributable to the reduction of amortization expense related to our customer relationship intangible assets to $14.0 million in 2009 from $28.2 million in 2008, or a $14.2 million decrease, as certain of these intangible assets became fully amortized. Excluding the amortization of intangible assets, sales and marketing expenses increased $1.1 million in 2009 from 2008, and were 9.9% and 12.3% of revenue, respectively, for 2009 and 2008. This $1.1 million increase was mainly the result of increased personnel related expenses resulting from an increase in headcount. We expect sales and marketing expenses to increase consistent with revenue growth as we continue to invest in sales distribution and marketing to achieve that growth.

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General and Administrative

	For the year ended December 31,						$ Change		% Change
	2009			2008
	($ in Thousands)
General and Administrative	$	15,607		$	14,805		$	802	5	%
As a percentage of revenue		16	%		21	%

General and administrative expenses increased by $0.8 million, or 5%, to $15.6 million for 2009 compared to $14.8 million for 2008. The increase was attributed to an increase in personnel related expenses of $1.2 million resulting from an increase in headcount, offset by a $0.4 million reduction in other general and administrative expenses. We expect general and administrative expenses to increase as we add corporate support resources for our expansion efforts.

Interest Expense, Net

	For the year ended December 31,				$ Change			% Change
	2009		2008
	($ in Thousands)
Interest Expense, Net	$	6,847	$	6,984	$	(137	)	(2	)%

The decrease in interest expense, net was due to lower interest rates on the mortgages on our 56 Marietta Loans (as defined under our Debt Obligations below) offset by higher interest rates and higher debt balances on our NY Credit Agreement (as defined below under our Debt Obligations below) as we borrowed an additional $25 million in two transactions in March and October of 2009. Also, 2009 interest expense includes $0.4 million of fees associated with the amendments to our loan facilities in 2009. Interest expense was offset by $0.4 million in interest income in both 2009 and 2008.

Provision for Income Taxes

	For the year ended December 31,				$ Change		% Change
	2009		2008
	($ in Thousands)
Provision for Income Taxes	$	1,458	$	772	$	686	89	%

In 2009 we recorded deferred and current income tax expense of $1.0 million and $0.5 million, respectively. The deferred tax expense of $1.0 million was primarily due to amortization of goodwill associated with our acquisition of certain assets and liabilities of NYC Connect, LLC over a 15 year life for tax purposes. This creates a deferred tax liability which is not anticipated to reverse in the foreseeable future and cannot be offset against our deferred tax assets under U.S. generally accepted accounting principles, or GAAP. The $0.5 million current tax expense in 2009 was due primarily to federal alternative minimum tax and California franchise tax which could not be offset by net operating losses.

The deferred tax expense of $0.8 million in 2008 was primarily due to amortization of goodwill associated with our acquisition of certain assets and liabilities of NYC Connect, LLC over a 15 year life for tax purposes. This creates a deferred tax liability which is not anticipated to reverse in the foreseeable future and cannot be offset against our deferred tax assets under GAAP.

Net Loss

	For the year ended December 31,						$ Change		% Change
	2009			2008
	($ in Thousands)
Net Loss	$	(9,919	)	$	(31,380	)	$	21,461	68	%

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Net loss decreased by $21.5 million or 68%, to $9.9 million for 2009 compared to a net loss of $31.4 million for 2008. The improvement was the result of a $21.7 million improvement in operating income resulting from an increase in revenue of $28.3 million and a decrease in sales and marketing expense of $13.1 million offset by an increase in cost of revenues of $18.9 million and an increase of general and administrative expenses of $0.8 million. In addition there was a reduction of $0.5 million on interest, net and other expenses due to reduced interest rates and an increase in taxes of $0.7 million.

Year Ended December 31, 2008 Compared to the Year Ended December 31, 2007

Revenues

	For the year ended December 31,				$ Change		% Change
	2008		2007
	($ in Thousands)
Revenues	$	70,038	$	50,762	$	19,276	38	%

Revenues increased by $19.3 million, or 38%, to $70.0 million for 2008 compared to $50.8 million for 2007. Recurring revenues increased by $21.3 million from the sale of our services to new and existing customers. The increase in recurring revenues consisted of $13.5 million of colocation revenues and $7.8 million of interconnection revenues. 2008 revenues reflect a full year of revenue from our 111 8^th Avenue facility which was acquired in connection with our acquisition of certain assets and liabilities of NYC Connect, LLC in March of 2007. The increase in revenues also reflects an increase in the number of customers, as well as higher average revenue per customer, driven in part by (i) facilities expansions during 2008 and 2007 which created additional capacity, and (ii) increasing interconnection growth between new and existing customers. Cabinet equivalents billed increased 30% to 4,595 at December 31, 2008 compared to 3,542 at December 31, 2007. The number of cross connects was 23,867 at December 31, 2008, which reflects a 21% increase over December 31, 2007 cross connects of 19,692. Non-recurring revenues decreased by $2.0 million primarily related to installation services and technical support. The installation services revenue reduction is directly related to pricing reductions.

Cost of Revenues

	For the year ended December 31,						$ Change		% Change
	2008			2007
	($ in Thousands)
Cost of Revenues	$	41,701		$	31,766		$	9,935	31	%
As a percentage of revenue		60	%		63	%

Cost of revenues increased by $9.9 million, or 31%, to $41.7 million for 2008 compared to $31.8 million for 2007. Total rent expense increased $7.0 million primarily due to the expansion of 85,974 square feet at our New York, New Jersey, Chicago, San Francisco, and Dallas facilities in 2008, and the full year impact of the 2007 expansion of 58,783 square feet at our New York, Chicago, and Dallas facilities, along with rent increases. Utilities increased $2.4 million due to the addition of new customers, additional usage by our existing customers, and rate increases. Due to the growth of our customer base and the expansion of our facilities, costs related to labor and materials, repairs and maintenance, interconnection services, and security costs increased by $0.5 million.

Sales and Marketing

	For the year ended December 31,						$ Change		% Change
	2008			2007
	($ in Thousands)
Sales and Marketing	$	36,826		$	31,976		$	4,850	15	%
As a percentage of revenue		53	%		63	%

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Sales and marketing expenses increased by $4.9 million, or 15%, to $36.8 million for 2008 compared to $32.0 million for 2007. The increase in expenses was attributable to increase in amortization expense of $1.4 million related to a full year of amortization expense for our customer contract intangible assets from the March 2007 NYC Connect, LLC acquisition. Excluding amortization expense, sales and marketing expenses were 12.3% and 10.1% of revenue, respectively, for 2008 and 2007, and increased $3.5 million in 2008 from 2007. This $3.5 million increase was mainly the result of increased personnel related expenses of $2.6 million as we increased headcount in sales and marketing department and $1.0 million in additional bad debt expense.

General and Administrative

	For the year ended December 31,						$ Change		% Change
	2008			2007
	($ in Thousands)
General and Administrative	$	14,805		$	14,321		$	484	3	%
As a percentage of revenue		21	%		28	%

General and administrative expenses increased by $0.5 million, or 3%, to $14.8 million for 2008 compared to $14.3 million for 2007. The increase was attributed mainly to personnel related expenses of $1.3 million resulting from increased headcount offset by a reduction of $0.9 million for one-time data migration costs.

Interest Expense, Net

	For the year ended December 31,				$ Change			% Change
	2008		2007
	($ in Thousands)
Interest Expense, Net	$	6,984	$	9,157	$	(2,173	)	(24	)%

The decrease in interest expense, net, was due to lower interest rates on our 56 Marietta Loans (as defined under “—Debt Obligations” below) and our NY Credit Agreement (as defined under “—Debt Obligations below) as LIBOR rates decreased. Interest expense was offset by $0.4 million and $0.6 million in interest income in 2008 and 2007, respectively.

Provision (Benefit) for Income Taxes

	For the year ended December 31,					$ Change		% Change
	2008		2007
	($ in Thousands)
Provision (Benefit) for Income Taxes	$	772	$	(811	)	$	1,583	(195	)%

The $0.8 million income tax benefit in 2007 resulted from net reductions to deferred tax liabilities (primarily regarding GI Partners Funds acquisition related intangibles), which were not fully offset by the valuation allowance increase for the year.

The deferred tax expense of $0.8 million in 2008 was primarily due to amortization of goodwill associated with our acquisition of certain assets and liabilities of NYC Connect, LLC over a 15 year life for tax purposes. This creates a deferred tax liability which is not anticipated to reverse in the foreseeable future and cannot be offset against our deferred tax assets under GAAP.

Net Loss

	For the year ended December 31,						$ Change		% Change
	2008			2007
	($ in Thousands)
Net Loss	$	(31,380	)	$	(36,386	)	$	5,006	14	%

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Net loss decreased by $5.0 million, or 14%, to $31.4 million for 2008 compared to a net loss of $36.4 million for 2007. The improvement was the result of a $4.0 million improvement in operating income resulting from an increase in revenue of $19.3 million offset by an increase in cost of revenues of $9.9 million, an increase in sales and marketing expense of $4.9 million and an increase of general and administrative expenses of $0.5 million. In addition to the operating income, we improved $2.6 million on interest, net and other expenses which was offset by increase in provision for taxes of $1.6 million.

Liquidity and Capital Resources

Overview

We believe we have sufficient cash on hand, coupled with anticipated cash generated from operating activities to meet our operating and debt service requirements, and to complete our expansion plans for at least the next twelve months. As of December 31, 2009, we had $40.7 million of cash on hand (excluding restricted cash of $4.7 million). Our principal sources of additional cash are from our operating activities and additional financing activities we may pursue, including this offering of common stock. Our principal uses of cash are capital expenditures for our existing and expansion sites, and funding our operating expenses, including any cash flow shortfalls from operating our expansion sites until they generate positive cash flow. We also may consider expenditures on certain internal systems and applications to support our growth requirements. While we expect that our cash inflows from operations will continue to increase, we expect our cash used in investing activities, primarily as a result of our expansion efforts, will continue to be greater than our cash inflows generated from operating activities for at least the next twelve months. In March and October, 2009 we amended our NY Credit Agreement (see “—Debt Obligations” below) to obtain an additional $25.0 million in term loan financing to assist in achieving our expansion plans. The majority of this capital has not been spent and remains available for use as of December 31, 2009, however we have plans in place to expend this capital over the next twelve months. As of December 31, 2009, there were $50.0 million of outstanding borrowings under our NY Credit Agreement, and there is no remaining borrowing availability under this facility.

The U.S. economy is currently undergoing a period of economic uncertainty, and the related financial markets are experiencing unprecedented volatility. Despite the continued adverse general economic conditions, we have not experienced any material liquidity issues. While we believe we have sufficient liquidity and capital resources to meet our current operating requirements and expansion plans, we may want to pursue additional expansion opportunities within the next year which could require additional financing, either debt or equity. If we are unable to secure additional financing at favorable terms in order to pursue such additional expansions opportunities, our ability to maintain our desired level of revenue growth could be materially adversely affected.

Sources and Uses of Cash

The following table sets forth a summary of our cash flows for the periods indicated:

	Year Ended December 31,
	2009			2008			2007
	($ in Thousands)
Net cash provided by (used in) operating activities	$	27,918		$	14,845		$	(4,717	)
Net cash used in investing activities		(28,982	)		(14,502	)		(55,651	)
Net cash provided by financing activities		19,081			14,590			61,243

Net Cash Provided by (Used In) Operating Activities

Net cash provided by operating activities was $27.9 million and $14.8 million for 2009 and 2008, respectively, and $4.7 million was used to support operating activities in 2007. The increase in net cash provided by operating activities was primarily due to improved operating results as discussed above and improved working capital management including the collections of accounts receivable. We expect that we will continue to generate cash from our operating activities as a principal source of cash.

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Net Cash Used in Investing Activities

Net cash used in investing activities was $29.0 million, $14.5 million and $55.7 million for 2009, 2008, and 2007 respectively. In 2009, our primary use of cash was for capital expenditures associated with our expansion efforts across our New York, Chicago and New Jersey facilities. In 2008, our primary use of cash was for capital expenditures associated with our expansion efforts across our New York, Chicago, San Francisco and Dallas facilities. In 2007, our primary use of cash was for the purchase of certain assets and liabilities from NYC Connect, LLC for $46.0 million and for capital expenditures for all our facilities. We expect to continue to prudently expand our facilities and therefore capital expenditures will continue to be our primary use of cash.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $19.1 million, $14.6 million and $61.2 million for 2009, 2008 and 2007, respectively. In 2009 our financing activities included additional borrowings under the NY Credit Agreement (as defined below) in March for $15.0 million and October for $10.0 million in addition to capital leases entered into to finance equipment related to our expansion efforts, offset by repayments against the NY Term Loan (as defined below), other loans, and capital leases. In 2008, our financing activities included the addition of $15.0 million of equity investment by the GI Partners Funds and $0.2 million of equity investment by Telxinvest, LLC, offset by repayments against the NY Term Loan (as defined below), other loans, and capital leases. In 2007, our financing activities included the addition of $50.0 million of equity investment by the GI Partners Funds to fund the acquisition of certain assets and liabilities from NYC Connect, LLC, $0.8 million of equity investment by Telxinvest, LLC, the financing of the Atlanta Mortgage Loans (as defined below) and, the NY Credit Agreement (as defined below) and related costs, offset by repayments of a $98.0 million bridge loan from the GI Partners Funds.

Contractual Obligations and Off-Balance Sheet Arrangements

Debt Obligations

On October 3, 2006, in connection with our acquisition by the GI Partners Funds, we entered into a $70.0 million demand note with GI Partners Fund II, L.P. and a $28.0 million demand note with GI Partners Side Fund II, L.P. (collectively, the Demand Notes). The Demand Notes were payable on demand, and bore interest at 10% per annum, which was also due and payable upon demand. In March 2007, $78.0 million of the Demand Notes were refinanced with proceeds from the 56 Marietta Loans (as defined below) and in September 2007, the remainder of the Demand Notes were refinanced with proceeds from the NY Credit Agreement (as defined below).

On March 8, 2007, (i) Colo Properties Atlanta, LLC (“Colo Properties”), our indirect, but wholly owned subsidiary, entered into a Loan Agreement with UBS Real Estate Securities, Inc. (the “Colo Properties Mortgage Loan”) pursuant to which UBS made a $60.0 million mortgage loan to Colo Properties secured by Colo Properties datacenter facility at 56 Marietta Street in Atlanta, Georgia, and (ii) CP Atlanta, LLC, the parent entity to Colo Properties, entered into a Mezzanine Loan Agreement with UBS pursuant to which UBS made a $20.0 million mezzanine loan to CP Atlanta, LLC. On August 10, 2007, these agreements were amended to bifurcate the mezzanine loan into two separate $10.0 million mezzanine loans (the “56 Marietta Mezzanine Loans”), one to CP Atlanta, LLC and the other to CP Atlanta II, LLC the parent of CP Atlanta, LLC, and to reflect certain minor changes. Collectively and as amended, we refer to these three loans as the 56 Marietta Loans.

In September 2007, telx—New York Holdings, LLC (our wholly owned subsidiary) and three of its subsidiaries (collectively, the “New York Borrowers”) entered into a senior secured credit agreement with CIT Lending Services Corporation, as agent (“CIT”), and certain lenders (as amended, the “NY Credit Agreement”). The credit agreement initially permitted the NY Borrowers to borrow up to $31.0 million, comprised of a $25.0 million term loan and a $6.0 million revolving credit facility, including letters of credit. In March 2009, the NY Borrowers amended and restated these agreements to provide for an additional $15.0 million of term loan

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borrowings. In June and September 2009, the New York Borrowers entered into amendments to these agreements, under which the lenders extended certain deadlines to request further expansions to the facility, among other things. On October 9, 2009, the New York Borrowers entered into another amendment to these agreements to further increase the term loan borrowings under the NY Credit Agreement by $10.0 million. The term loan facility provided by the NY Credit Agreement is sometimes referred to herein as the “NY Term Loan.”

As of December 31, 2009, we had $80.0 million in principal outstanding under the 56 Marietta Loans. As of December 31, 2009, $44.0 million in term loans and $6.0 million in revolving loans and letters of credit were outstanding under the NY Credit Agreement.

The Colo Properties Mortgage Loan is secured by a mortgage, fixture filing and assignment of leases and rents with respect to our data facility and certain related property and improvements at 56 Marietta Street in Atlanta. The assignment of leases and rents includes an assignment of all leases, licenses and other agreements related to the use of occupancy of the 56 Marietta facility and all rents and proceeds thereof. The 56 Marietta Mezzanine Loans are secured by a pledge of the direct and indirect ownership interests in Colo Properties, which owns that facility. Substantially all of the assets of the New York Borrowers are pledged as collateral under the NY Credit Agreement.

The non-default interest rates under the 56 Marietta Loans are calculated at a rate equal to LIBOR plus a spread. The spreads are 142.5 basis points for the Colo Properties Mortgage Loan, 450 basis points for the CP Atlanta Mezzanine A Loan and 375 basis points for the CP Atlanta II Mezzanine B Loan, for a blended spread of 210 basis points for the 56 Marietta Loans on an aggregated basis. Interest is payable monthly under each of the 56 Marietta Loans.

The non-default interest rates under the NY Credit Agreement are determined either by (i) LIBOR (for the applicable interest period) plus the applicable margin (a “LIBOR Loan”), or at our election, (ii) a prime-based rate (equal to the greatest of (a) the Federal Funds effective rate plus 0.50%, (b) the prime rate published in the Wall Street Journal and (c) LIBOR (using a one-month period) based rate plus 1.0%), plus the applicable margin (a “Base Rate Loan”). The applicable margin is 5.25% for a Base Rate Loan and 6.25% for a LIBOR Loan. The NY Credit Agreement provides for an interest rate floor of 2.75%. Under the NY Credit Agreement, the New York Borrowers are required to pay annually an unused revolving commitment fee of 0.50% times the amount by which the revolving loan commitment exceeds the average daily balance of the outstanding revolving loans and letters of credit. The New York Borrowers are also required to pay CIT an annual administrative management fee of either $35,000 or $50,000, depending on the number of lenders then party to the NY Credit Agreement. Borrowings under the 56 Marietta Loans are due March 2011. However, we have the option to extend the maturity by one year to March, 2012.

Repayments of principal under the NY Term Loan are due in scheduled quarterly installments. The final payment is due and payable on December 30, 2011. The revolving loans provided for under the NY Credit Agreement are currently fully drawn and all outstanding amounts will be due and payable on December 30, 2011. The credit agreement provides for certain mandatory principal prepayments including certain payments if the New York Borrowers’ cash flow exceeds certain levels. We made $0.5 million, $1.9 million, $2.5 million and $3.7 million excess cash flow payments in August 2008, February 2009, August 2009 and February 2010, respectively.

The 56 Marietta Loans require compliance with certain financial covenant ratios including consolidated debt to total assets and net worth, as measured for The Telx Group, Inc. We were in compliance with all such financial covenant ratios as of December 31, 2009. A 10% change in the ratios would not change our compliance status. The lenders may require the respective borrowers to make mandatory principal reduction payments in the aggregate amount of $10.0 million if (i) our leverage ratio (ratio of total debt to total assets) exceeds fifty percent (50%) or (ii) the revenue derived from the 56 Marietta project for a quarter declines by more than fifteen percent (15%) from the previous quarter. The NY Credit Agreement requires compliance with certain financial covenant ratios including our consolidated leverage ratio, annualized consolidated interest coverage ratio and annualized

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consolidated fixed charge coverage ratio. We were in compliance with all such financial covenant ratios as of December 31, 2009 and anticipate compliance with all covenants for at least the next twelve months. A 10% change in the ratios would not change our compliance status.

The NY Credit Agreement also requires that we comply with certain other covenants, which among other things, restrict our ability to incur additional debt, pay dividends and make other restricted payments, sell assets, enter into affiliate transactions and take other actions. We were in compliance with all such covenants as of December 31, 2009 and anticipate compliance with all covenants for at least the next twelve months.

However, the ability to comply with these provisions may be affected by events beyond our control. The breach of any of these covenants could result in a default, subject to customary cure rights, under the 56 Marietta Loans and NY Credit Agreement and, if not cured within any applicable cure period or waived by our lenders, could trigger acceleration of repayment and the exercise of remedies against the collateral and otherwise, thus adversely affecting the business.

We are required by the 56 Marietta Loan agreements to manage the interest rate risk on the 56 Marietta Loans. Each of the borrowing entities under the 56 Marietta Loans entered into interest rate cap agreements to lock in a maximum cost of funds for its respective loan. As required by the 56 Marietta Loan agreements, three rate cap agreements have been procured and maintained which provide for a LIBOR cap rate of 6.5% with respect to the full principal amount of each of the 56 Marietta Loans. The current agreements expire on March 15, 2011. The effect of the arrangements is to reduce interest rate risks and to manage interest expense by placing a cap on the interest rate payable under the loans. Each of the borrowing entities under the 56 Marietta Loans has assigned as collateral its interests under the interest rate cap agreements for the benefit of the respective lenders of the 56 Marietta Loans.

As required by the NY Credit Agreement, the New York Borrowers have entered into certain interest rate hedging agreements to reduce interest rate risks and to manage interest expense. These hedging agreements hedge the interest rate with respect to at least 50% of the principal amount of the term loan under the credit agreement.

Capital Lease Obligations

Obligations under capital leases at December 31, 2009 total $1.4 million.

We have entered into various lease agreements for equipment. These lease agreement terms are for three years and the base terms expire at the end of 2011, after which the leases will continue until terminated by either party on 90 days notice. The lease agreements also include a bargain purchase option. Payments under these lease agreements are $0.2 million quarterly.

Contractual Obligations

The following table summarizes, as of December 31, 2009, our minimum payments for long-term debt and other obligations for the next five years and thereafter:

	2010		2011		2012		2013		2014		2015 and Thereafter		Total
	($ in Thousands)
Capital lease and other financing obligations	$	916	$	888	$	347	$	288	$	317	$	2,780	$	5,536
Long-term debt(1)		13,301		116,693		—		—		—		—		129,994
Interest expense on long-term debt(2)		6,371		3,971		316		289		260		1,444		12,651
Operating lease obligations		27,132		28,732		29,581		29,342		29,518		571,036		715,341
Total contractual obligations	$	47,720	$	150,284	$	30,244	$	29,919	$	30,095	$	575,260	$	863,522

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(1) Includes $80.0 million of the 56 Marietta Loans renewed through 2011, which we have an option to extend until March 2012. Repayment on our NY Credit Agreement includes estimates of mandatory prepayments based on estimated excess cash flow requirements. 2010 includes $6,000 related to the revolving credit facility.

(2) Interest is based on timing of debt repayments included in this schedule. Interest on the 56 Marietta Loans is estimated based on rates in effect for our December 2009 payment of 2.3% per annum. For NY Credit Facility interest is based on current rates in effect of 9.00% per annum.

In addition, pursuant to a management agreement with the managing partner (“GI Manager”) of the GI Partners Funds, as amended, we are obligated to pay an annual management fee, not to exceed $0.8 million, as determined by our board of directors, plus reasonable expenses. In each of the years ended December 31, 2007, 2008 and 2009, GI Manager has waived this fee. In addition to the annual management fee, GI Manager is also entitled to a 1.5% transaction closing fee with respect to any refinancing (other than a refinancing involving an acquisition or distribution), restructuring, equity or debt offering, acquisition, merger, consolidation, business combination, sale or divestiture. The management agreement will terminate immediately upon the date that this registration statement, of which this prospectus forms a part, is declared effective by the SEC.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of December 31, 2009.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate.    We are required by our NY Credit Agreement to manage the interest rate risk on our debt portfolio. The borrowing entities under the NY Term Loan entered into interest rate cap agreements to lock in a maximum cost of funds for portions of its debt. A LIBOR cap rate of 3.75% on a notional amount of $17.5 million was put in place on September 2, 2009 (effective September 30, 2009). The agreement requires the counterparty to pay us the amount of additional interest required for the loan on this notional amount when the LIBOR rate exceeds the 3.75% cap. This agreement expires December 31, 2011. A LIBOR cap rate of 5.75% on a notional amount of $12.5 million was put in place on December 24, 2007 (effective December 28, 2007). The agreement requires the counterparty to pay us the amount of additional interest required for the loan on this notional amount when the LIBOR rate exceeds the 5.75% cap. This agreement expires December 28, 2010. We are required by the 56 Marietta Loans to manage the interest rate risk on our debt portfolio. The borrowing entities under the 56 Marietta Loans entered into interest rate cap agreements to lock in a maximum cost of funds for portions of its debt. As required by the 56 Marietta Loan, a LIBOR cap rate of 6.5% on a notional amount of $60 million was put in place on February 27, 2009 (effective March 15, 2009). The agreement requires the counterparty to pay us the amount of additional interest required for the loan on this notional amount when the LIBOR rate exceeds the 6.5% cap. This agreement expires March 15, 2011. As required by the Mezzanine A and B Loans, a LIBOR cap rate of 6.5% on a notional amount of $10 million was put in place on February 27, 2009 (effective March 15, 2009). The agreement requires the counterparty to pay us the amount of additional interest required for the loan on this notional amount when the LIBOR rate exceeds the 6.5% cap. This agreement expires March 15, 2011. As required by the Mezzanine A and B Loans, a LIBOR cap rate of 6.5% on a notional amount of $10 million was put in place on February 27, 2009 (effective March 15, 2009). The agreement requires the counterparty to pay us the amount of additional interest required for the loan on this notional amount when the LIBOR rate exceeds the 6.5% cap. This agreement expires March 15, 2011. An immediate 10% increase or decrease in current interest rates from their position as of December 31, 2009 would not have a material impact on our debt obligations due to the spread of our interest rate caps and labor floor provisions in excess of the current markets LIBOR bases.

Fair Value.    We do not have material exposure to market risk with respect to investments, as all such investments are kept in money market accounts. We do not use derivative financial instruments for speculative or trading purposes; however, this does not preclude our adoption of specific hedging strategies in the future.

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Commodity Price Risk.    Operating costs incurred by us are subject to price fluctuations caused by the volatility of underlying electricity prices at our facilities. We monitor the cost of electricity at our interconnection and colocation facilities closely. In a limited number of our facilities, we enter into power purchase agreements to fix the price at which we acquire electricity, typically over a one-year period. An immediate 10% increase or decrease in current power rates from their price as of December 31, 2009 would not have a material impact on our results of operations and would represent less than $1 million difference in our aggregate power expense or approximately 1% of our cost of sales for the year ended December 31, 2009. Power costs vary by geography and the source of the power generation and they further exhibit substantial seasonal fluctuation, however, we have not experienced fluctuations of this magnitude in the past across all facilities.

Critical Accounting Policies and Estimates

The discussion of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. In preparing our consolidated financial statements, we make estimates and assumptions that can have a significant impact on our financial position and results of operations. The application of our critical accounting policies requires an evaluation of a number of complex criteria and significant accounting judgments by us. In applying those policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Actual results may differ significantly from these estimates under different assumptions, judgments or conditions, and these differences could be material.

Critical accounting policies are defined as those policies that require significant judgments and assumptions about matters that are highly uncertain at the time of the estimate and could potentially result in materially different results under different assumptions and conditions. See Note 3 of the Consolidated Financial Statements for additional information.

Revenue Recognition.    We follow the provisions of SEC Staff Accounting Bulletin No. 104, Revenue Recognition, and Accounting Standards Codification (ASC) FASB ASC Topic 605-25, Multiple-Element Arrangements.

We generate recurring revenue from providing colocation and interconnection services. More than 90% of our revenues are provided from these recurring revenues. The remaining revenues are nonrecurring and consist of installation services and technical support.

• Colocation services are governed by the terms and conditions of a master service agreement. Customers typically execute agreements for one to three year terms. We bill customers on a monthly basis and recognize the revenue over the term of the agreement as the services are performed. Installation services for colocation services are recognized on a straight-line basis over the estimated life of the customer relationship.

• Interconnection services are generally provided on either a month-to-month or one or multi-year term under an arrangement separate from those services provided under colocation services. Interconnection services include port and cross connect services. Port services are typically sold on a one or multi-year term and revenue is recognized in a manner similar to colocation services. Cross connect services are typically sold on a month-to-month basis. These interconnection services are considered as a separate earnings process that is provided and completed on a month-to-month basis. We bill customers on a monthly basis and recognize the revenue in the period the service is provided. Installation service revenue for these cross connect services is recognized in the period when the installation is complete. The earnings process from cross connect installation is culminated in the month the installation is complete.

• Technical support services are provided on a time and materials basis and are billed and recognized in the period services are provided.

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Revenue is recognized only when the service has been provided and when there is persuasive evidence of an arrangement, the fee is fixed or determinable and collection of the receivable is reasonably assured. Our customers generally have the right to cancel their contracts by providing prior written notice to us of their intent to cancel the remainder of the contract term. However, in the event that a customer cancels its contract, it remains obligated to the service commitments for the reminder of the term.

Allowance for Doubtful Accounts.    We make judgments as to our ability to collect outstanding receivables and provide allowances when collection becomes doubtful. Judgment is required to assess the likelihood of ultimate realization of recorded accounts receivable. If the financial condition of our customers were to deteriorate, resulting in an impairment of either their ability or willingness to make payments, an increase in the allowance for doubtful accounts would be required. Similarly, a change in the payment behavior of customers generally may require an adjustment in the calculation of the appropriate allowance. Each month, management reviews customer payment patterns, historical data and anticipated customer default rates of the various aging categories of accounts receivables in order to determine the appropriate allowance for doubtful accounts. We write off customer accounts receivable balances to the allowance for doubtful accounts when it becomes likely that we will not collect from the customer.

Property and Equipment and Other Long Lived Assets.    We have a substantial amount of property and equipment recorded on our balance sheet at cost. The vast majority of our property and equipment represents the costs incurred to build out or acquire our interconnection and colocation facilities. The majority of facilities are in properties that are leased. We commence depreciation when the assets are placed in service. We depreciate our property and equipment using the straight-line method over the estimated useful lives of the respective assets (subject to the term of the lease in the case of leased assets or leasehold improvements).

Accounting for property and equipment involves a number of accounting issues including determining the appropriate period in which to depreciate such assets, making assessments for leased properties to determine whether they are capital or operating leases and assessing the initial asset retirement obligations required for certain leased properties that require us to return the leased properties back to their original condition at the time we decide to exit a leased property. We determine estimated useful lives based on established accounting guidelines. Leasehold improvements are amortized on a straight-line basis over the lesser of the term of the related lease (including renewal periods, which are reasonably assured) or the estimated life of the asset.

Periodically we assess potential impairment of our property and equipment, primarily located at our facilities, and intangible assets with finite useful lives, in accordance with the provisions of FASB ASC Topic 360, Property, Plant and Equipment. We perform an impairment review whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to, significant under-performance relative to historical or projected future operating results, significant loss of customers within a facility, significant changes in the manner of our use of the acquired assets or our overall business strategy, and significant industry or economic trends. When we determine that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above indicators, we determine the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate. We recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the assets.

Goodwill and Other Intangible Assets.    Goodwill, which consists of the excess of the purchase price over the fair value of identifiable net assets of businesses acquired, is evaluated for impairment on an annual basis, or whenever events or circumstances indicate that impairment may have occurred. We follow the provisions of FASB ASC Topic 350, Intangibles-Goodwill and Others when evaluating goodwill for impairment.

Intangible assets, including tradenames, contracts, customer relationships, and non-compete agreements arising principally from acquisitions, are recorded at cost less accumulated amortization. Intangible assets deemed to have indefinite useful lives, such as goodwill, are not amortized and are subject to annual impairment

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tests or whenever events or circumstances indicate impairment may have occurred. An impairment exists if the carrying value of the indefinite-lived intangible asset exceeds its fair value. For other intangible assets subject to amortization, impairment is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible asset.

There are many assumptions and estimates used that directly impact the results of impairment testing, including an estimate of future expected revenues, earnings and cash flows, and discount rates applied to such expected cash flows in order to estimate fair value. We use both the income and market approach in step one of our goodwill impairment reviews and weight the results of both equally. Under the income approach, we develop an eight-year cash flow forecast and use our weighted-average cost of capital applicable to our reporting unit as discount rates. This requires assumptions and estimates derived from a review of our actual and forecasted operating results, approved business plans, future economic conditions and other market data. These assumptions require significant management judgment and are inherently subject to uncertainties.

Future events, changing market conditions and any changes in key assumptions may result in an impairment charge. While we have never recorded an impairment charge against our goodwill or intangible assets to date, the development of adverse business conditions in our reporting units, such as higher than anticipated churn or significantly increased operating costs, or significant deterioration of our market comparables that we use in the market approach, could result in an impairment charge in future periods.

Operating and Capital Leases.    We occupy and operate facilities and offices under various leases. The leases include scheduled base rent increases over the terms of the leases. We recognize rent expense from operating leases with periods of free and scheduled rent increases on a straight-line basis over the applicable lease term. We consider lease renewals in the useful life of its leasehold improvements when such renewals are reasonably assured. From time to time, we may receive construction allowances from our lessors. These amounts are recorded as deferred liabilities and amortized over the remaining lease term as a reduction of rent expense.

We lease certain property and equipment under capital lease agreements. The assets held under capital lease agreements and the related obligations are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the assets held under capital lease. Such assets are amortized over the shorter of the terms of the leases, or the estimated useful lives of the assets.

Accounting for Income Taxes.    We account for income taxes in accordance with the provisions of FASB ASC Topic 740, Income Taxes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We measure deferred tax assets and liabilities using enacted tax rates that will apply in the years in which we expect the temporary differences to be recovered or paid. We periodically assess the realizability of deferred tax assets and the adequacy of deferred tax liabilities, including the results of local state, and federal statutory tax audits or estimates and judgments used.

Realization of deferred tax assets associated with net operating loss and credit carryforwards is dependent upon generating sufficient taxable income prior to their expiration in the applicable tax jurisdiction. We periodically review the recoverability of tax assets recorded on our balance sheet and provide valuation allowances as we deem necessary. Deferred tax assets could be reduced in the near term if our estimates of taxable income during the carryforward period are significantly reduced or alternative tax strategies are no longer viable.

Our income tax returns are periodically audited by the Internal Revenue Service and state and local jurisdictions. We reserve for tax contingencies when it is probable that a liability has been incurred and the contingent amount is reasonably estimable. These reserves are based upon our best estimation of the potential exposures associated with the timing and amount of deductions, as well as various tax filing positions.

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Effective January 1, 2009, we adopted FASB ASC Topic 740. FASB ASC Topic 740 provides guidance for the recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The adoption of FASB ASC Topic 740 resulted in no cumulative effect of a change in accounting principle being recorded on our consolidated financial statements for the year ended December 31, 2009. See Note 11 to our consolidated financial statements for the year ended December 31, 2009, for more information on income taxes.

Prior to 2009 and the adoption of FASB ASC Topic 740, reserves were recorded when management determined that it was probable that a loss would be incurred related to these matters and the amount of the loss was reasonably determinable. Subsequent to the adoption of FASB ASC Topic 740, we are required to recognize, at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority, the impact of an uncertain income tax position on our income tax return. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The tax positions are analyzed periodically (at least quarterly) and adjustments are made as events occur that warrant adjustments to those positions.

Stock-Based Compensation

Effective January 2006, we adopted the fair market value method of recording stock-based compensation in accordance with FASB ASC Topic 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors. Under the fair-value recognition provisions of FASB ASC Topic 718, stock-based compensation cost is measured at the grant date based on the fair market value of the award using an option-pricing model and is recognized as an expense over the requisite service period, which is generally the vesting period.

Information regarding our stock option grants for 2009, 2008 and 2007, is summarized as follows:

Grant Dates	Number of Options Granted	Exercise Price		Estimated Fair Market Value of Our Common Stock	Estimated Fair Value of Our Common Stock Options
May 1, 2007 – November 12, 2007	64,064	$	20.00	$16.90 - $36.20	$11.68 - $25.60
June 2, 2008	41,121	$	40.00	$39.70	$25.61
January 1, 2009	25,375	$	40.00	$37.26	$23.32 - $24.21
July 1, 2009	11,400	$	40.00	$39.65	$26.87 - $27.31

Background of Valuations

Prior to this offering, in evaluating the fair market value of our common stock, we followed procedures that are consistent with the recommendations of the American Institute of Certified Public Accountants (AICPA) Practice Aid regarding “Valuation of Privately-Held Company Equity Securities Issued as Compensation”. Our management and board of directors made its determinations as to the fair market value in connection with the grant of stock options exercising its best reasonable judgment at the time. In the absence of a public market for our common stock, numerous objective and subjective factors, referred to as the key valuation considerations, were analyzed to determine the fair market value at each grant date, including the following:

Business Conditions and Results:

• Our actual financial condition and results of operations during the relevant period;

• The status of strategic initiatives to expand our facilities to increase the target market for our products and services;

• The competitive environment that existed at the time of the valuation;

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• All important developments for us including the growth of our customer base, the progress of our business model, and the introduction of new services;

• The status of our efforts to build our management team and to retain and recruit the talent and organization required to support our anticipated growth;

Market Conditions:

• The market conditions affecting the colocation/datacenter, hosting and technology industries;

• The general economic outlook in the U.S.;

• The market prices of various publicly-held colocation/datacenter, hosting and technology companies operating in our industry and other marketplaces similar to our business;

Liquidity and Valuation:

• The fact that the option grants involved illiquid securities in a private company;

• The likelihood of achieving a liquidity event for the shares of our common stock underlying the options, such as an initial public offering or sale of our company, given prevailing market conditions and our relative financial condition at the time of grant; and

• A series of valuations conducted by an independent third party valuation firm.

The major drivers and assumptions used in calculating the fair market value of our shares include:

• Company Performance and Projections. Management prepared financial forecasts for an eight-year period from the date of valuations, which were used, along with historical financials and information in regard to any material events and trends, as a basis for the valuations.

• Comparable Companies. Several companies in the colocation/datacenter, hosting or technology services industry publicly traded on securities markets were selected in all valuations for reference as our comparable companies in order to derive market multiples.

• Capital Market Valuation Multiples. Updated capital market data of selected comparable companies was obtained and assessed, and multiples of enterprise value to revenue and enterprise value to earnings before interest, taxes, depreciation, and amortization were used for market approach valuation requirements.

• Valuation Approach. We utilized the income approach and market approach in our historical valuations. The income approach differs from the market approach in that the income approach is based on entity-specific assumptions, whereas the market approach is based on observable valuation ratios of comparable companies. We utilized the market approach as the primary valuation approach for grants between May 1, 2007 and August 31, 2007 because the recent acquisition of us by the GI Partners Funds in October 2006 and the substantial remaining operational deployment risks associated with achieving management’s forecasts at this time resulted in the conclusion that the recent acquisition price established a reasonable estimate of our enterprise value. We also considered subsequent events and changes in circumstances from October 2006 to the grant dates to arrive at a concluded grant-date fair value estimate. Given the differences between the rights, restrictions and preferences of the various classes of preferred and common stock holders (see discussion below), we selected the option method to allocate the resulting enterprise value.

For the 2008 and 2009 grants, we determined that there was sufficient data to develop reasonable income and cash flow estimates, and therefore we utilized the income and market approach under a probability-weighted expected return method to estimate grant-date fair value of the awards. Under this methodology, the enterprise value of the Company and the common stock is estimated based upon an

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analysis of future value for the entire enterprise assuming various future outcomes. Share value is based upon the probability-weighted present value of these expected outcomes, as well as the rights of each class of preferred and common stock. For purposes of these probability-weighted present values, we contemporaneously modeled our future outcomes to include six different potential future scenarios all of which involved an initial public offering, a strategic merger or sale event within one to four years of the respective valuation date, with a consistent weighting of 40% to the scenarios assuming an initial public offering in one to two years from the respective valuation date. We did not allocate any probability to a long term “stay private” scenario as the likelihood of this occurring was estimated to be very small in consideration of the majority shareholder’s investment strategy. Critical assumptions required to perform the probability-weighted expected return method included the following:

Valuations – Expected valuations under each future event scenario were estimated based upon consideration of management’s performance and projections, review of capital market data and review of changes in comparable company multiples.

Timing – Expected dates of each event were estimated based upon discussion with our management and analysis of public market and economic conditions. Exit events ranged from one to four years in the future depending on the valuation date, for an estimated event date between 2009 and 2012.

Discount rates – Risk-adjusted rates of return were standardized across scenarios at the cost of equity as determined under capital asset pricing models. Discount rates ranged from 18.7% to 21.1% depending on the event timing under consideration.

Event probabilities – Estimates of the probability of occurrence of each event were based on discussions with our management and an analysis of market conditions as discussed above. Generally, a higher probability of achievement means a lower risk of achieving the operating projection or event timing objective and vice versa.

Discounts – Appropriate marketability discounts, required to estimate the per share value of the various share classes in each scenario. For marketability discounts, we considered both qualitative and quantitative methods to estimate the discount for lack of marketability, including (i) qualitative assessment based on Company characteristics and restricted stock studies, (ii) statistical regression analysis based on restricted stock studies and (iii) protective put option analysis. Discount for lack of marketability ranged from 19.8% to 39.8% depending on the event timing under consideration.

• Rights, restrictions and preferences of our preferred and common stock holders. The distribution of equity value to our various ownership classes was a consideration in determining the fair market value of our common stock in these historical valuations. We had Series A Preferred Stock, Series B Contingent Preferred and Common Stock outstanding as of each valuation date, as well as an outstanding option to acquire Series A Preferred Stock that expired unexercised in October 2008. Shares of Series A Preferred Stock are entitled to receive, prior and in preference to any distribution of any of our assets to the holders of Series B Preferred Stock or Common Stock, an amount per share equal to a 10% preferential return. Shares of the Series B Contingent Preferred participate in distributions under certain liquidation scenarios and are subject to certain conversion ratios based on the internal rate of return to the Series A Preferred Stock. The rights, restrictions and preferences of our preferred and common stock impact the distribution of proceeds in a hypothetical exit event and thus impact the fair market value of our common stock. For example, influencing factors include (i) Series A Preferred Stock dividends that accumulate as time passes between valuations and future exit events, increasing the requirement for greater enterprise value changes to increase value to the common stockholders, (ii) distributions to the Series B Contingent Preferred increase or decrease based on internal rate of return to the Series A Preferred Stock stockholders, which translate into less or more

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proceeds to the common stockholders, respectively, (iii) assumptions about the exercise of the Series A Preferred Stock option, and (iv) impacts to equity value based on debt financing and cash balances, which decrease and increase equity value and resulting common stock value, respectively.

All of our valuations were performed at or near the grant dates of the awards and there were no material changes to our business or value drivers between the valuation date and the grant dates.

Although our board of directors carefully considered the key valuation considerations, the primary factors impacting the valuations are (i) our periodic assessment of execution risk in achieving our operating and exit objectives, (ii) the steady and continued improvements in our financial performance primarily in revenue and operating income growth, (iii) the fluctuations resulting in favorable and unfavorable comparisons to our public company comparable set and prevailing economic conditions impacting the capital markets, and (iv) the dynamics of our preferred and common equity class structure which impacts value allocations as a result of certain preferred returns and dividend entitlements.

Board Experience

Our board of directors includes individuals with significant business, finance and/or venture capital experience. During the periods set forth in the table, our board of directors was comprised of several individuals with experience in valuing technology companies and pricing stock options. These board members are familiar with the valuations of technology companies entering into initial public offerings, as well as with the market for the acquisition of technology companies similar to our stage of development.

Consideration of Independent Valuation Firm Qualifications

Our consideration of the valuations from the independent third party valuation firm at the time of the determination of fair market value is consistent with the guidance set forth in the AICPA because:

• The independent third party valuation firm is independent;

• The independent third party valuation firm considered the cost, income and market methods of valuation and determined the method to use based on our stage of life, revenues and outlook;

• The independent third party valuation firm’s valuations were finalized before we established fair market value, not after the fact; and

• The independent third party valuation firm documented its assumptions and methods in its reports and those assumptions and methods were considered to be a consistent and reasonable basis for that assessment.

Consistent with the AICPA and the Staff Commentary, the independent third party valuation firm’s valuations utilized historical and prospective discussions of our performance. The prospective analysis was based on financial plans provided to the independent third party valuation firm by management.

The independent third party valuation firm also selected companies utilized for the market valuation approach, and we and the independent third party valuation firm agreed these were comparable peers due to the nature of their products and services, size and current market positions. In the analyses, factors that distinguished us from the peer companies were noted and taken into account.

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Information regarding the third party valuations of our common stock during the period beginning December 31, 2006 and ending on July 1, 2009 is summarized as follows:

Date of Valuation Report	Effective Date of Valuation (as stated in the Valuation Report)	Value of Common Stock
March 27, 2007	December 31, 2006	$	16.90
April 8, 2008(1)	September 30, 2007	$	36.20
June 11, 2008(1)	May 1, 2008	$	39.70
April 2, 2009	September 30, 2008	$	37.26
July 14, 2009	May 1, 2009	$	39.65

(1) Both of these valuation reports were reviewed in conjunction with determining the fair value of our common stock for the June 2, 2008 grants.

In accordance with FASB ASC Topic 718, we use the Black-Scholes option pricing model to determine the fair market value of the stock options on the grant dates for share awards made on or after January 1, 2006. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions to determine the fair market value of stock-based awards, including the deemed fair market value of the underlying common stock on the date of grant and the expected volatility of the stock over the expected term of the related grants. The value of the award is recognized as expense over the requisite service periods on a straight-line basis in our consolidated statements of income, and reduced for estimated forfeitures. FASB ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Based upon an assumed initial public offering price of $         per share, which is the midpoint of the range listed on the cover page of this prospectus, the aggregate intrinsic value of options outstanding as of December 31, 2009 was $         million, of which $         million related to vested options and $         million to unvested options.

Claims and Contingencies.    We are subject to various claims and contingencies related to legal, regulatory, and other matters arising out of the normal course of business. Our determination of the treatment of claims and contingencies in the consolidated financial statements is based on management’s view of the expected outcome of the applicable claim or contingency. Management may also use outside legal advice on matters related to litigation to assist in the estimating process. We accrue a liability if the likelihood of an adverse outcome is probable and the amount is estimable. If the likelihood of an adverse outcome is only reasonably possible, or if an estimate is not determinable, disclosure of a material claim or contingency is disclosed in the Notes to the Consolidated Financial Statements. We re-evaluate these assessments on a quarterly basis or as new and significant information becomes available to determine whether a liability should be established or if any existing liability should be adjusted. However, the ultimate outcome of various legal issues could be different than management’s estimates and, as a result, adjustments may be required.

Recent Accounting Standards

In March 2008, the Financial Accounting Standards Board (“FASB”) issued FASB ASC Topic 815, Derivatives and Hedging. FASB ASC Topic 815 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for, and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB ASC Topic 815 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008. Accordingly, we adopted FASB ASC Topic 815 beginning in fiscal 2009. The adoption of FASB ASC Topic 815 did not have a material impact on our consolidated financial statements.

In April 2008, the FASB issued FASB ASC Topic 350-30, General Intangibles Other than Goodwill. FASB ASC Topic 350-30 amends the factors that should be considered in developing renewal or extension assumptions

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used to determine the useful life of a recognized intangible asset under FASB ASC Topic 350-10. This change is intended to improve the consistency between the useful life of a recognized intangible asset under FASB ASC Topic 350-10 and the period of expected cash flows used to measure the fair value of the asset under FASB ASC Topic 805-10 and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FASB ASC Topic 350-30 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FASB ASC Topic 350-30 did not have a material impact on our consolidated financial statements.

Effective January 1, 2009, we adopted the remaining provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures, related to fair-value measurements of certain nonfinancial assets and liabilities. The adoption of the remaining provisions of FASB ASC Topic 820 did not have a material impact on our consolidated financial statements.

In May 2009, the FASB issued new guidance for subsequent events. The new guidance, which is part of FASB ASC Topic 855, Subsequent Events is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new guidance is effective for fiscal years and interim periods ended after June 15, 2009 and will be applied prospectively. Our adoption of the new guidance did not have a material effect on our consolidated financial statements. We evaluated subsequent events through the date the accompanying consolidated financial statements were issued, which was March 18, 2010.

In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value. Accounting Standards Update (ASU) 2009-05 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, by providing additional guidance clarifying the measurement of liabilities at fair value. ASU 2009-05 applies to the fair value measurement of liabilities within the scope of FASB ASC Topic 820 and addresses several key issues with respect to estimating fair value of liabilities. Among other things, ASU 2009-05 clarifies how the price of a traded debt security (an asset value) should be considered in estimating the fair value of the issuer’s liability. ASU 2009-05 is effective for the first reporting period beginning after its issuance. The adoption of ASU 2009-05 did not have a material impact on our consolidated financial statements.

In September 2009, we adopted FASB ASC Topic 105, Generally Accepted Accounting Principles. FASB ASC Topic 105 establishes the FASB Accounting Standards Codification^TM (Codification) to become the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. FASB ASC Topic 105 and the Codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements. ASU 2009-13 supersedes certain guidance in FASB ASC Topic 605-25, Multiple-Element Arrangements and requires an entity to allocate arrangement consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices (the relative-selling-price method). ASU 2009-13 eliminates the use of the residual method of allocation in which the undelivered element is measured at its estimated selling price and the delivered element is measured as the residual of the arrangement consideration, and requires the relative-selling-price method in all circumstances in which an entity recognizes revenue for an arrangement with

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multiple deliverables subject to ASU 2009-13. ASU 2009-13 must be adopted no later than the beginning of the first fiscal year beginning on or after June 15, 2010, with early adoption permitted through either prospective application for the revenue arrangement entered into, or materially modified, after the effective date or through retrospective application to all revenue arrangements for all periods presented. We are currently evaluating the impact that the adoption of ASU 2009-13 will have on our consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06 Improving Disclosure about Fair Value Measurements, which amends the use of fair value measures and the related disclosures. ASU 2010-06 requires new disclosures for transfers in and out of Level 1 and Level 2 fair value measurements. ASU 2010-06 is effective for financial statements issued for interim and annual periods ending after December 15, 2009. The adoption of this standard did not have a material impact on our consolidated financial statements.

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BUSINESS

Company Overview

Telx is a leading provider of network neutral, global interconnection and colocation solutions in the United States. Our interconnection and colocation offerings enable customers to seamlessly connect to hundreds of diverse communications networks and other enterprises. Additionally, we provide a secure and reliable environment to house customers’ mission-critical equipment and time sensitive data. We believe that our 15 facilities, located in nine tier-1 markets, are some of the most strategically positioned datacenters in the United States. These facilities are located at the primary intersections of multiple, major international and domestic fiber routes where we believe Internet and private network traffic is most concentrated and interconnection demand is highest. We believe that our average of 37 physical interconnections per customer gives us greater physical interconnection density than our competitors. Over the last two years, we have grown our revenues from $50.8 million in 2007 to $98.3 million in 2009, representing a compound annual growth rate of 39%.

As a network neutral provider, we do not own or operate our own network, allowing us to act as an unbiased intermediary in providing the necessary interconnection products and related services that facilitate the exchange of communications network traffic between our customers. Customers within a Telx facility are able to connect to any other customer within the facility, including up to 290 communications service providers, depending on the facility. These interconnections effectively allow a customer to replace their existing and more expensive network alternatives. Through these interconnections, our facilities host diverse and densely populated ecosystems of communications service providers, enterprises, online media, video and content providers, and other entities. Our customers benefit from a wide choice of networks, reduced network costs, improved capital budget efficiency, improved performance and access to revenue opportunities with accelerated time to market.

Our customers rely on our offerings to support their mission-critical communication and information technology (IT) infrastructure needs. Our products and related services enable the exchange of increasing volumes of content and information from across the globe, creating a global connectivity marketplace to support and accelerate our customers’ business growth. With 763 customers and 28,272 total physical interconnections within our facilities as of December 31, 2009, our interconnection-centric model targets customers that value the interconnection density in our secure and reliable environments. We evaluate market leadership based on publicly available information for physical interconnections per customer and our experience in the industry. Based on this framework, we believe that our average of 37 physical interconnections per customer as of December 31, 2009 makes us a leading network neutral, global interconnection and colocation solutions provider in the United States. We believe that the interconnection density within our facilities creates a network effect that increases the value proposition of our products and related services with each additional customer added to the ecosystems within our facilities, enhancing our ability to both retain existing customers and attract new customers. Our 15 interconnection and colocation facilities are located in the New York Metropolitan area, the San Francisco Bay area, Los Angeles, Dallas, Chicago, Atlanta, Phoenix, Charlotte and Miami.

The global Internet datacenter market is estimated to grow at a compound annual growth rate of 19% from $9.2 billion in 2008 to $15.5 billion in 2011 according to Tier1 Research’s Internet Datacenter Global Markets Overview—2010 report. Increasing demand for our network neutral interconnection and colocation products and related services is being driven by powerful trends, including:

• favorable datacenter supply and demand dynamics (according to Tier1 Research, between 2008 and 2012, datacenter supply growth will range from 3.5% to 6.5%, lagging demand growth of between 8% and 17%);

• continued growth in Internet traffic (according to Cisco Visual Networking Index, from 2008 to 2013, worldwide consumer Internet traffic will grow at a 40% compound annual growth rate);

• increasing enterprise adoption of datacenter outsourcing and network based applications (according to a December 2008 poll conducted at the Gartner DataCenter Conference, 66% indicated that they expected to have at least 1,000 square feet of colocation space within the next twenty-four months

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(Source: Gartner, Dataquest Insight: The Changing Colocation and Data Center Market, January 23, 2009));

• continued adoption of Ethernet technologies (according to The Insight Research Corporation, U.S. enterprises and consumers are expected to spend more than $27 billion over the next five years on Ethernet services provided by telecommunications carriers);

• continued growth in Internet video (according to Cisco Visual Networking Index, in 2013, Internet video will account for over 60% of all consumer Internet traffic in 2013);

• emerging computing technologies such as cloud computing (according to Gartner predictions, the cloud computing market will reach $150 billion in 2013, growing from approximately $56 billion in 2009 (Source: Gartner, Dataquest Forecast: Sizing the Cloud; Understanding the Opportunities in Cloud Services, March 18, 2009));

• increasing demand for proximity hosting and low latency networking (according to a recent SEC concept release, the New York Stock Exchange’s average speed of execution for small, immediately executable (marketable) orders decreased from 10.1 seconds in January 2005 to 0.7 seconds in October 2009); and

• increasing datacenter power and cooling requirements (according to Nemertes Research, 25% of datacenters between 5,000 square feet and 50,000 square feet had insufficient power in 2009).

Our business is characterized by significant monthly recurring revenue, low churn (or loss of revenue), and a predictable cost structure. We generate revenue by charging our customers a recurring monthly fee for our interconnection and colocation products and related services, a one-time fee for the installation of related colocation and interconnection products, and an hourly or a subscription fee for technical support services. The combination of our recurring revenues, representing approximately 94% of our total revenue, and our low churn provides us significant visibility into our revenue generating capabilities for the coming years. We believe our interconnection-centric business model differentiates us from our competition. It improves our ability to maximize revenues and profitability relative to other predominately colocation-centric providers that do not have a similar level of interconnection density within a comparable physical footprint. Additionally, our interconnection-centric model improves our profitability and capital efficiency because we can add a significant number of interconnections between existing customers within our facilities without leasing additional space or incurring significant additional costs.

Our revenue growth since 2007 is primarily the result of organic growth, consisting of increasing amounts of our products and related services provided to existing and new customers. From December 31, 2007 to December 31, 2009, we have grown our customer base from 495 to 763 customers representing a 24% compound annual growth rate and our total physical interconnections from 19,692 to 28,272 representing a 20% compound annual growth rate. Over the same period, to meet our customers’ increasing demand for our products and related services, we have expanded our footprint from 370,543 gross square feet to 478,412 gross square feet representing a compound annual growth rate of 14%. The growth in our facility footprint was accomplished through the addition of three new facilities and the expansion of our existing space within our other facilities. We believe that our existing customer base, products and services will continue to grow which will enhance the ecosystems within our facilities and in turn support our ability to attract new customers.

Industry Overview

The increased adoption of network centric applications such as SaaS, on-line video, social networking, cloud computing services, and enterprise IT systems requires an increasing number of connections among the networks that provide the underlying infrastructure. Interconnection and colocation providers have secure and reliable facilities that enable those connections to be made. In the markets we serve, we believe that our facilities offer the greatest number of interconnection options due to their strategic locations in dense, urban population centers where global communications networks intersect.

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No single communications network connects every origin and destination point, and as a result, networks must connect with other networks to reach beyond the physical infrastructure of an individual network. Historically, the numerous networks that comprise the Internet initially connected with each other through public network access points that were established by non-profit organizations and government entities. Later, during the 1990s, ownership of the network access points transferred to telecommunications carriers. However, limited investment by the telecommunications carriers, difficulties scaling the various networks, and increased competition among telecommunications service providers resulting from the deregulation of the communications industry, then led Internet service providers to establish independent links connecting their facilities.

Ultimately, the expense associated with implementing, maintaining and upgrading these independent links led to the creation of commercial, network neutral Internet exchanges and interconnection facilities to accommodate the growing global data transfer needs of the Internet as well as private networks. The increasing amount of data exchanged across the Internet and private networks resulted in increasing demands on enterprise IT systems and datacenters that necessitated expanding levels of related expenditures. The development of colocation facilities allowed datacenter equipment to be housed in secure and reliable offsite facilities operated by third parties, providing access to competencies and capital efficiencies that were attractive from both a financial and business continuity perspective.

Interconnection

Interconnection facilitates the cost efficient exchange of information between communications service providers, enterprises, online media, video and content providers and other entities either directly between two parties (referred to as physical interconnection) or within an intermediary device among multiple parties (referred to as peering). Direct connections most commonly take the form of a fiber optic or Ethernet cable connected between the communications equipment of the two parties. Peering requires the use of an intermediate device, such as an Ethernet switch, to connect one network to many networks. With datacenter equipment of numerous communications services providers and enterprises located in close proximity, thousands of interconnections can be made without the need to add incremental space or to incur significant cost.

Interconnection generally provides a more cost-effective, lower latency, more rapidly deployed method of network traffic exchange than the metro fiber or local loop alternatives, which generally require the deployment of underground fiber to physically connect the datacenter facilities of entities. Parties interconnecting within a common interconnection facility can connect directly, do not require a third party to manage the connection once initially established, and can exchange data over shorter distances with lower capital requirements. Furthermore, the proximity of numerous interconnection customers within a single facility generates network efficiencies that result in cost savings and shorter time to market.

Colocation

Colocation offers the space and power required by customers which locate their datacenter equipment (including routers, switches, servers and storage arrays) within offsite facilities. Colocation facilities are usually characterized by temperature controlled environments for optimal equipment operation as well as redundant power supplies and network access. Colocation space is generally sold as units of cabinets or cages, which hold multiple cabinets. In order to promote more efficient methods of network access, colocation facilities are generally located near a clustering of communications service providers and offer interconnection products and services between the enterprises, online media, video and content providers, communications service providers and others housed within them.

Colocation facilities are generally divided into two groups: non-network neutral and network neutral.

Non-network neutral colocation facilities are run by companies that own or operate one or more networks. Generally they require companies located within their facilities to use their networks and services. These limitations on a customer’s network options can result in higher pricing for network access, as well as an

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inability to easily change network providers to achieve efficient operating results by altering network providers when required by technology. In addition, the use of a single network provider limits disaster recovery capabilities should the network fail.

Network neutral colocation facilities are run by companies that do not own or operate a network. As a result, they offer customers access to multiple networks and allow customers to select the networks best suited to their communications needs. We believe network neutral facilities provide the customer with a choice of providers and therefore lower costs, improved disaster recovery capabilities and better operational performance than non-network neutral providers.

Customer requirements for colocation products vary due to the nature of the underlying customer application and their associated space and latency requirements. Generally, applications within the communications service provider, online media, video and content provider, and certain other sectors require low latency interconnection to multiple parties. To meet these requirements, numerous entities must be colocated in proximity to each other, which places a premium on space. On a relative basis, applications such as shared hosting, data storage and business continuity/disaster recovery, place a greater emphasis on their need for physical space to accommodate equipment that houses large volumes of data. To meet their primary volume requirement at reasonable cost levels, owners of these applications generally tolerate higher latency thresholds and do not require the same diversity of interconnections. We believe that our customers are willing to pay a premium for colocation space within our facilities given the robust, low latency interconnection products and related services we provide.

Industry Trends

The global Internet datacenter market is estimated to grow at a compound annual growth rate of 19% from $9.2 billion in 2008 to $15.5 billion in 2011 according to Tier1 Research’s Internet Datacenter Global Markets Overview—2010 report. We believe that principal drivers of this growth include favorable datacenter supply and demand dynamics, continued growth in Internet traffic, increasing enterprise adoption of datacenter outsourcing and network based business applications, continued adoption of Ethernet technologies, continued growth of Internet video, emerging computing technologies such as cloud computing, and increasing demand for proximity hosting and low latency enablement. Additionally, the increasing power and cooling requirements of datacenter equipment may result in increasing demand for colocation products and related services.

Favorable Datacenter Supply and Demand Dynamics.    We believe that the demand dynamics in the colocation industry are attractive relative to supply expectations as a result of consolidation, historical underinvestment and accelerated demand growth. From 2008 through 2012, growth in supply for datacenters is forecast to vary between 3.5% and 6.5% according to Tier1 Research, significantly below expectations for growth in demand for datacenters, which Tier1 Research expects to grow at annual rates varying between 8% and 17% over the same time period. We believe this favorable supply and demand dynamic will continue to support a stable pricing environment for our products and related services.

Continued Growth in Internet Traffic.    According to Cisco Visual Networking Index, from 2008 to 2013, worldwide consumer Internet traffic is forecasted to grow at a 40% compound annual growth rate while worldwide business Internet traffic is forecasted to grow at a 33% compound annual growth rate. This growth is attributed to a number of trends including increased broadband penetration, popularity of online video content, use of peer-to-peer web applications and smartphone adoption. We believe this ongoing growth in the amount of data created, transferred and exchanged will continue to drive demand in interconnection and colocation products and related services.

Increasing Enterprise Adoption of Datacenter Outsourcing and Network Based Business Applications.    We believe enterprises are reassessing the management of their IT requirements and will increasingly elect to outsource their datacenters to facilities operated by third parties that have superior

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infrastructure and increased access to interconnection opportunities for communicating with customers, suppliers and peers. Previously, companies often purchased datacenter systems and placed them locally on premises which required significant capital expenditures to support the infrastructure necessary to house the datacenter equipment. On average, the cost to construct a datacenter is $1,300 per square foot according to the Tier 1 Internet Datacenter Supply Midyear 2009 Update. Moreover, depending on the communications service providers in the area, companies constructing their own datacenters were also potentially limited in the networks they could access. Furthermore, as the uninterrupted access to data becomes increasingly important, datacenter outsourcing allows for increased redundancy opportunities that are supportive of business continuity and disaster recovery needs. According to a December 2008 poll conducted at the Gartner Datacenter Conference, although 84% of respondents primarily used datacenters that they own, 66% indicated that they expected to have at least 1,000 square feet of colocation space within the next twenty-four months (Source: Gartner, Dataquest Insight: The Changing Colocation and Data Center Market, January 23, 2009).

In addition, enterprises are increasingly integrating network-based business applications into their IT environments to drive scale economies and achieve greater processing capabilities at lower costs. These applications can cover a host of mission-critical business processes, such as human resource and accounting functionality, sales and customer response management tools and operational efficiency databases. These network-based applications lead to increased requirements for the breadth and depth of the interconnection options that are available at interconnection and colocation facilities, but more difficult to obtain and manage on an in-house basis.

Continued Adoption of Ethernet Technologies.    U.S. enterprises and consumers are expected to spend more than $27 billion over the next five years on Ethernet services provided by telecommunications carriers, according to The Insight Research Corporation. With metro-area and wide-area Ethernet services now available from virtually all major data service providers, the market is expected to grow at a compounded rate of over 25%, increasing from $2.4 billion in 2009 to nearly $7.8 billion by 2014, according to The Insight Research Corporation. We believe that the growth of Ethernet technologies will drive even more data traffic through the networks within our customer base, increasing the demand for our products and related services.

Continued Growth in Internet Video.    According to Cisco Visual Networking Index, in 2013, Internet video traffic will be nearly 700 times the U.S. Internet backbone in 2000, and will account for over 60% of all consumer Internet traffic in 2013. We believe that this increasing prevalence of video Internet traffic will drive more data traffic through the networks that make up our customer base and consequently increase the demand for our products and services.

Emerging Computing Technologies Such as Cloud Computing.    Enterprises are increasingly reconsidering how they purchase software and IT infrastructure. Rather than purchasing a local version of a program which is installed on an individual user’s computer and is limited to the data available on such computer, a company may opt to purchase a web based service or cloud version accessible by any computer. As the program or application is housed on a remote server, accessing it requires more data transfer over a network than accessing a local version. Enterprises are increasingly using cloud computing as it provides flexible, scalable and ubiquitously available applications with charges based on actual usage rather than long-term commitments. According to Gartner, the cloud computing market was estimated to be approximately $56 billion in 2009 and is expected to reach $150 billion by 2013 (Source: Gartner, Dataquest Forecast: Sizing the Cloud; Understanding the Opportunities in Cloud Services, March 18, 2009). We believe the movement towards cloud computing will increase the amount of data housed in colocation facilities as well as increase the demand for interconnection products and related services due to increased connectivity requirements of cloud computing.

Increasing Demand for Proximity Hosting and Low Latency Networking.    We believe that as enterprise applications are becoming increasingly dependent on high speed, low latency data exchange capabilities, the demand for strategically located interconnection and colocation facilities will increase rapidly. For example, financial companies that utilize trading strategies that demand these high speed connections require close proximity to other, similarly situated companies, market data providers and service providers to achieve desired results.

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Increasing Datacenter Power and Cooling Requirements.    Computers operating at faster speeds within smaller physical dimensions have resulted in increased power and cooling infrastructure requirements. According to Nemertes Research, at the end of 2009, 25% of datacenters between 5,000 square feet and 50,000 square feet had insufficient power, and this figure is projected to increase to 50% within the next five years. Since upgrading power capacity at an existing datacenter generally is expensive and in some cases impossible, enterprises may increasingly pursue colocation as an alternative. In addition, power and cooling infrastructure requirements are generally greater for colocation products than for interconnection products due to the nature of the equipment employed. Given this lower power requirement for interconnection products, we believe that interconnection-centric providers will be able to increase the number of customers served within a given facility relative to a colocation-centric business within a similar facility.

Our Competitive Strengths

Customers typically use our products and related services because we provide them with a level of interconnection access, quality of service, reliability and flexibility that is difficult to replicate independently or with another interconnection and colocation provider. We believe our key competitive strengths, which are described below, position us well to take advantage of the favorable trends in our industry.

Strategically Focused Footprint.    Our 15 facilities in nine tier-1 markets across the United States are located at the primary intersections of multiple, major international and domestic fiber routes where we believe Internet and private network traffic is most concentrated and interconnection demand is highest. These markets are major population centers covering 22% of the U.S. population and generating 29% of U.S. GDP in 2008. We are focused on maintaining a geographic footprint that supports the needs of our customers and provides an appropriate return on our invested capital. In 2009, 95% of our top 20 customers by revenue and 65% of our top 100 customers by revenue utilized our products and related services in multiple facilities. In February 2010, we entered into a services agreement with Tata Communications Limited, a leading international interconnection service provider, which enables us to provide access to interconnection and colocation products and related services for our customers in key non-U.S. markets including London, Singapore and Mumbai.

The map below indicates the geographic locations of our 15 interconnection and colocation facilities in the United States and the population per square mile in those locations.

Source: U.S. Census

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Industry Leader in Physical Interconnections.    As of December 31, 2009, we facilitated a total of 28,272 physical interconnections between our customers, which represent an average of 37 physical interconnections per customer. This allows our customers to achieve the seamless exchange of information across hundreds of communications service providers, enterprises, online media, video and content providers, government agencies, cloud computing providers and SaaS providers. We believe that our average of 37 physical interconnections per customer as of December 31, 2009, represents greater physical interconnection density than our peers in the United States. We believe these high network densities are a result of our strategically focused footprint and value of the ecosystems that these interconnections create.

Network Neutral Business Model.    We do not own or operate our own network. The ecosystems in our facilities provide our customers with the flexibility to optimize their connection partners based on their individual application and connectivity requirements. We believe the ability to directly and immediately connect with a dense network of communications service providers, enterprises, online media, video and content providers and other entities allows our customers to optimize both their revenue opportunities and expenditures as well as accelerate the deployment of new applications to market.

High Barriers to Entry.    We believe our network neutral interconnection-centric model has high barriers to entry primarily resulting from the difficulty in replicating the ecosystems that exist within our facilities and the resulting network effect that exists among our customers. Significant time and resources are required to develop these ecosystems. Infrastructure and implementation barriers also exist, including the lack of suitable space in proximity to major network service providers, adequate power supply levels, regulatory and environmental approvals and the capital intensity and time-consuming nature of greenfield projects. In addition, the buildings in which we operate are already the primary landing points and crossroads for global fiber networks and the ability to replicate this network proximity would be cost prohibitive for both emerging colocation products and services providers as well as communications service providers. While significant barriers to entry exist, we believe that our experience, relationships with a critical mass of communities of interest and leading communications service providers, reputable brand, associated track record and proven business model enable us to pursue expansion opportunities more effectively than potential competitors.

Exclusive Operator of Interconnection Areas within 10 Digital Realty Trust Wholesale Datacenter Buildings.    Our relationship with Digital Realty Trust, one of the leading datacenter real estate investment trusts, generally provides us with the exclusive ability to operate the interconnection areas in 10 tier-1 wholesale datacenter buildings across the United States. The initial terms of these Digital Realty Trust leases expire in 2026, and we have options to extend them through 2046. With the exception of certain legacy arrangements, these interconnection areas are the primary way in which Digital Realty Trust tenants or subtenants in such buildings interconnect to other tenants within such buildings. As a result of this exclusivity, we provide both interconnection for customers in Telx facilities as well as inter-suite connections for the other colocation providers with facilities within these buildings, making us uniquely positioned to meet customer interconnection needs.

Engineering and Operational Excellence.    Our facilities provide the structural integrity and redundant power and cooling infrastructure required for a secure, reliable and effective networking and computing environment. Since 2003, we have been able to provide over 99.999% uptime on our overall power and cooling systems. We believe that we also offer best-in-class installation and technical support services that enhance networking opportunities and maximize exposure to the marketplace. We also provide our customers with numerous tools such as the Telx Portal, which is a web-based solution that allows seamless ordering by our customers and implementation of our products and related services over the Internet. In 2009, over 41% of our new sales orders came through the Telx Portal, and with the release of our new portal in 2010, we expect the percentage of new sales from the Portal to increase.

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Our Strategy

Our goal is to expand our leadership position in network neutral, global interconnection and colocation products and related services. Our strategy for accomplishing this goal includes the key elements described below.

Continue to Expand our Relationships with Existing Customers.    We will continue to offer our existing customers best-in-class interconnection and colocation products and related services to meet their growing requirements. Over 70% of our revenue growth during 2008 and 2009 resulted from revenues from existing customers. As of December 31, 2009, 95% of our top 20 customers by revenue and 65% of our top 100 customers by revenue had space in multiple Telx facilities. We will strive to continue to provide the quality of service and interconnections that have resulted in low average monthly churn of 0.8% and 0.6%, respectively, during 2008 and 2009.

Continue to Acquire Profitable New Customers.    We recognize the ability of additional customers to enhance the value proposition of our interconnection ecosystems. We will continue to target and develop relationships with customers that will benefit most from their inclusion in a Telx ecosystem and that will increase the value proposition to our other customers due to their expected demand for interconnections. During the years ended December 31, 2008 and 2009, we successfully increased our customer base by 131 and 137 customers, respectively. We intend to continue to price our products and services at a level that reflects both the market demand for our products and related services, as well as our short and long term profitability goals and return on invested capital expectations.

Further Penetrate Attractive Industry Sectors.    A substantial portion of our revenue is derived from communications service providers that require the high level of interconnections we offer. Revenue from other industry sectors, however, has grown as a percentage of our revenues, from 15% in 2007 to 24% in 2009. The enterprise, online media, video and content provider, government, cloud computing provider and SaaS provider industry sectors have grown significantly within the ecosystems that exist within our facilities and provide attractive opportunity for further ecosystems development and growth. We also believe other industry sectors, such as healthcare, will provide additional long-term opportunities for ecosystems development and growth. We intend to continue to focus our efforts to further penetrate these sectors.

Increase Network Densities.    As our network densities increase, our customer value proposition increases. As an interconnection-centric company, we aim to continuously increase the number of interconnections we facilitate. We will continue to focus our sales, marketing, technology and facilities efforts accordingly.

Selective Product and Services Expansion.    We intend to continually develop our interconnection and colocation offerings and introduce new products and related services to meet our customers’ needs.

• The Telx Video Exchange launched in 2009 enables the interconnectivity of disparate video conferencing systems. Today it is difficult to make video calls across companies and across networks because most of this traffic runs on private networks. The Telx Video Exchange solves this problem by allowing the secure interconnection of private networks. We believe this product will increase interconnection among our diverse customer base.

• We launched a Managed Security Service at the end of 2009 in response to customer demand and the growing importance of network security. This offering allows enterprise customers who purchase colocation products and related services to protect their network equipment with a firewall when they use the Internet to access other network locations or web based applications.

• We plan to introduce an Ethernet Exchange product and related services during 2010. The Ethernet Exchange will allow the efficient interconnection of geographically dispersed Ethernet based products and related services through virtual interconnection. As a result, Ethernet service providers will be able to expand their geographic reach and connect to new customers.

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Selective Expansion in Existing and New Markets.    As we grow our business, we aim to grow efficiently by increasing our gross square footage to satisfy the demand for our products and related services in existing facilities and by selectively identifying domestic and international opportunities for expansion into new markets. We only begin new expansions once we have identified customers and we have the capital to fully fund the build out. Our expansions are done in phases in order to manage the timing and scale of our capital expenditure obligations, reduce risk and improve our return on capital. We intend to offer global interconnection and colocation products and related services and will focus our expansion efforts on major population centers with extensive fiber routes and where network traffic is most concentrated. In some markets where we already operate an interconnection facility, we may choose to expand our footprint with a new colocation facility (which we refer to as an “Annex”) and we will connect it to the interconnection facility through a private fiber network. To date, we have successfully deployed Annexes in Clifton, New Jersey and Dallas, Texas. We are also considering operating interconnection and colocation facilities in other companies’ wholesale datacenter buildings similar to our arrangement with Digital Realty Trust.

Pursue Selective Acquisitions.    We believe our industry has favorable consolidation characteristics and expect this trend to continue in the foreseeable future. Given the limited availability of interconnection and colocation facilities within tier-1 markets, acquisitions of existing businesses may provide a cost-effective method of increasing network densities, expanding our customer base and broadening our geographic footprint. We intend to pursue attractive opportunities as they arise.

Our Products and Related Services

We provide network neutral interconnection and colocation products and certain related installation and technical support services to our customers. To access our products and related services, customers purchase and install their datacenter equipment within space in our facilities. We believe that the majority of our customers buy colocation products from us due to the network density in the facility, the ecosystems that exist within the facility, and the proximity and low latency interconnection access to numerous communications service providers and other customers within our facilities. We do not sell colocation products without the accompanying sale of interconnection products.

Our facilities enable our customers to interconnect and exchange network traffic with each other, and a number of ecosystems have developed in our facilities from this interconnection. Examples of ecosystems that have developed in one or more of our facilities include:

• Communication Service Provider Ecosystem:    In a communications service provider ecosystem, a diverse collection of service providers can extend the reach of their physical networks through interconnections with other communications service providers. These communications service providers can also utilize our facilities to interconnect with their direct customers rather than building an independent fiber link. While the accessibility to our communications service providers ecosystem participants is attractive to enterprises who benefit from access to multiple network providers, enterprises also benefit from the ability to exchange network traffic directly with other enterprises in a low latency environment.

• Financial Ecosystem:    A financial ecosystem can consist of financial exchanges, financial clients and information exchanges that exchange large volumes of real-time financial market data. Direct interconnection with partners in a low latency environment may enable more effective network exchange of time-sensitive data. The financial ecosystem also relies on interconnections with communications service providers to move network traffic between other external locations.

• Media and Content Ecosystem:    A media/content ecosystem can consist of media content providers, content management and storage providers, and media aggregators who each play an important role in the production, storage and distribution of content across various channels. Within this ecosystem, interconnection with communications service providers allows for content to be effectively transferred to additional external locations.

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• Government and Education Ecosystem:    A government and education ecosystem can consist of educational institutions, government organizations and research networks, and other peering exchanges and networking organizations that exchange network traffic that pertains to research studies, clinical trials and other activities.

Interconnection Products

Our interconnection products, including our cross connect (a physical interconnection), Internet exchange and other related products, generated 36% of our recurring revenues during the year ended December 31, 2009. Our cross connect products enable our customers to connect directly to any communications service provider, enterprise or other customer in our facilities. These products are typically provided for a recurring monthly fee per connection. Our Internet exchange products enable our customers to connect directly to our Internet exchange, which provides for public or private peering with other customers on an intermediary switch device. Our customers license ports to connect to our Internet exchange for a recurring monthly fee per port, based on port bandwidth capacity. Our interconnection products are predominantly direct connections via cross connects, however, we also provide Internet peering exchanges for the convenience of our customers. We also generate recurring revenues from reselling Internet access, which we sell to accommodate certain customers’ requests for these products. We contract with certain Internet service providers and then resell their Internet access service to customers typically in one megabit per second to one hundred megabits per second increments. Customers typically sign a contract for this offering that matches the term of their order for space and pay us a recurring monthly fee per megabits per second.

Our interconnection products are outlined in more detail below.

Product	Description
Physical Cross Connect	Physically connects customer networks within our facilities.
Telx Internet Exchange	Facilitates the exchange of IP traffic between service providers through a peering platform.
Telx Virtual Exchange Platform	Provides customers the ability to exchange communications traffic that consists of different communications protocols. It also allows customers to combine multiple slow circuits into a single fast circuit, or vice versa.
Metro Cross Connect	Provides ability to interconnect between two Telx facilities in the same metro area, enabling seamless connectivity between customers within these facilities.
Virtual Meet Me Room (VMMR)	Provides virtual interconnections between Frankfurt and New York with other communications service providers, without having to invest in a physical point-of-presence with expensive hardware.
Telx Video Exchange	Provides video service providers the ability to exchange video traffic in a secure carrier-rich environment translating among various protocols.
Telx Managed Security Service	Protects colocated network equipment when accessing the Internet.

Colocation Products

Our facilities provide our customers with a reliable, secure and climate controlled environment to house their networking and computing equipment and facilitate interconnections. Our colocation products, consisting of customized space options, redundant power and cooling systems, physical security, fire suppression and water leak detection systems, generated 64% of our recurring revenue in 2009.

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Colocation Space.    We provide colocation space for a recurring monthly fee for a cabinet or on a per square foot basis for cage space. Our customers that license cage space typically use between 50 and 500 square feet in an interconnection and colocation facility, and often license such space in multiple interconnection and colocation facilities. As of December 31, 2009, 95% of our top 20 customers by revenue and 65% of our top 100 customers by revenue had space in multiple Telx facilities. Customers sign service orders, governed by the terms and conditions of a master services agreement, with a typical term of one to three years.

Power.    We provide access to power for a recurring monthly fee under our standard colocation contract. We provide both alternating current and direct current power circuits. Our customers pay for power on a per amp basis, typically in 20 to 30 amp increments. Our redundant power and cooling systems have enabled us to provide over 99.999% uptime since 2003.

Related Services

In addition to our core interconnection and colocation products, we offer customers certain related installation and technical support services on a 24 hours per day, 365 days per year basis to all customers located within our facilities. Designed to provide our customers with an always-available presence, our services allow our customers faster access to their equipment, minimizing cost and time to resolution. Depending on the nature of the services, revenues from these services may be either recurring or non-recurring.

Installation Services.    We provide installation services to assist our customers in accessing our interconnection and colocation products. We receive one-time installation fees determined by the complexity of the installation. We typically receive fees per interconnection circuit or port installed, per cabinet or square foot of cage space installed and per amp of power installed.

Technical Support Services.    Technical support services are provided by our technicians, who are available 24 hours per day, 365 days per year. These services include system reboots, hardware and software troubleshooting, circuit, loop and fiber troubleshooting, equipment installation and provisioning, and infrastructure installations. We charge customers for these services using 15 minute increments (with 1 hour minimums), or under contractual subscription arrangements for a certain number of hours of technical support per month.

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The diagram below is just an example of how customers that are colocated in a Telx facility can interconnect, both physically and via our Telx Internet Exchange, to other Telx customers through our interconnection areas.

Our Customers

Our customers include communications service providers, enterprises, online media, video and content providers, government agencies, cloud computing providers and SaaS providers who utilize our interconnection-centric offering. Our communications service providers include leading global and domestic telecommunications networks, multi-system operators, Internet Service Providers and wireless providers. Our online media, video and content provider customers consist of businesses that deliver content and content based services over the Internet. Our enterprise, government, cloud computing and SaaS customers include entities that are dependent on the Internet as well as private networks. For the year ended December 31, 2009, our top ten customers represented 25% of our monthly recurring revenue and our largest customer represented approximately 5% of our total revenue. As of December 31, 2009, we had 763 customers and 95% of our top 20 customers by revenue and 65% of our top 100 customers by revenue had space in multiple Telx facilities.

Our communications service provider customers represented approximately 78% of revenues for the year ended December 31, 2009. Our enterprise customers represented approximately 15% of revenues for the same time period, while our online media, video and content provider customers and government, cloud, SaaS and other customers represented approximately 5% and 1% of revenues, respectively.

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With 763 customers and 28,272 total physical interconnections within our facilities as of December 31, 2009, our interconnection-centric model targets customers that value the interconnection density in our secure and reliable environments. The table below is a representative list of those customers.

Communications Service Providers	Enterprises/Institutions	Online Media, Video and Content Providers	Government / Cloud / SaaS / Other
AT&T Clearwire Cogent Level 3 Communications Qwest Reliance Globalcom Sprint Switch & Data Tata Telecom Telecom Italia Verizon	ACTIV Financial Systems Emory University Hewlett Packard International Securities Exchange (ISE) University of Florida	CBS Cumulus Media Justin TV Jahjah Viacom Yahoo!	iLand Internet Solutions NASA (via Arcata Associates) Salesforce.com SoftLayer Technologies

The majority of our customer agreements are structured as master service agreements that contain all of the general terms and conditions, including payment terms, termination provisions, indemnity provisions and limitations on liability. The master agreements do not have any specific products and related services or associated prices or terms of specific products and services as those terms are all set forth in separate service orders. The services order sets forth the type of service and the monthly, hourly, one-time charge or subscription fee, as applicable, for the service. We typically have the ability to pass through increased power costs to our customers, although we do not always elect to do so. In general, customers may not terminate their agreements without providing advance notice, generally 60 to 90 days, of their intent to terminate and paying all remaining amounts due under the contract. Failure to provide notice of termination typically results in an automatic extension of the contract for an additional year. Our liability is generally limited to amounts paid under the contract, and we are not generally liable for any consequential damages. Furthermore, customers are required to name us as an additional insured with rights of subrogation on their insurance policies.

Sales and Marketing

We sell our products and related services through our direct sales force and through indirect channel sales.

Direct Sales.    As of December 31, 2009, our direct sales organization was comprised of 18 sales representatives and five sales engineers. Our direct, commission-based sales team generates leads primarily from customer referrals, unsolicited outbound calls and our marketing efforts. Our direct sales effort also includes a strategic accounts sales force to target opportunities with large existing customers. We utilize a combination of sales representatives and sales engineers to efficiently provide our customers with technical solutions tailored to their individual requirements.

Indirect Channel Sales.    As of December 31, 2009, our channel sales organization was comprised of two employees who direct and organize our indirect channel sales efforts. Our channel sales program consists of over 132 third-party sales agents worldwide. These third-party sales agents include communications service providers, management and technical consultancies, technology integrators and software application providers. Third-party sales agents are typically paid a percentage of the customer’s monthly recurring fees for the length of the customer contract.

Marketing.    Our marketing efforts communicate the advantages of our products and related services and generate customer demand. Our marketing activities include web-based paid and natural search, participation in

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technology trade shows, conferences and customer events, web-based and mail-based advertisements, advertisements in business and technology publications, and targeted regional public relations activities. For the benefit of our customers, we operate an online global marketplace with advanced customer portal capabilities that allow our customers to access important information and connect with each other seamlessly and efficiently. We believe our reputation for providing efficient cross connects has generated a significant amount of word-of-mouth recommendations and referrals. In addition, in 2003 we introduced our annual Customer Business Exchange (CBX) tradeshow, which attracted over 700 industry professionals annually for the past three years, including approximately 1,000 industry professionals at the 2009 event. This event serves as an opportunity for us to enhance the value proposition to our customers, as they have the opportunity to exhibit their product portfolio to each other, and enhances our marketing efforts by allowing us to offer additional products to existing customers and/or attract new customers.

Our Facilities

Our corporate headquarters are located in New York, New York. We typically locate our operating facilities in buildings with a significant concentration of communications service providers or buildings located near primary communications sites, which reduce the cost and complexity of connecting our facilities to communications networks. The number of customers and availability of interconnections varies from facility to facility, depending primarily on the market and its potential customer base as well as on the stage of our development in such market.

As of December 31, 2009, we operated 15 facilities with 478,412 total gross square feet. Due to infrastructure requirements, gross square footage is greater than the total square footage we have available for sale. All of our facilities are leased except our Atlanta facility, which we own. We constantly monitor the space and power utilization of our facilities relative to market opportunity to manage our facilities requirements appropriately. In addition, we continue to review and implement green technologies. The table below shows the number, address, gross square footage and lease expiration date of our facilities in each of our markets as of December 31, 2009.

Market	Number of Our Facilities	Facilities Addresses	Gross Square Footage	Lease Expiration Dates(1)
New York City Area(2)	4	60 Hudson Street, NY 111 8th Avenue, NY 100 Delawanna Ave., Clifton, NJ 300 Blvd E., Weehawken, NJ (*)	162,057	2022 through 2050
Atlanta	1	56 Marietta St., Atlanta	152,650	Telx owned facility
Dallas(3)	2	2323 Bryan St., Dallas (*) 8435 Stemmons Frwy., Dallas	45,461	2028 through 2046
Chicago	2	600 S. Federal St., Chicago (*) 350 E. Cermak Rd., Chicago (*)	41,329	2046
San Francisco Bay Area	2	200 Paul Ave., San Francisco (*) 1100 Space Park Dr., Santa Clara (*)	24,789	2046
Miami	1	36 N.E. 2nd St., Miami (*)	23,805	2046
Phoenix	1	120 E. Van Buren St., Phoenix (*)	13,484	2046
Los Angeles(4)	1	600 W. 7th St., Los Angeles (*)	13,468	2046
Charlotte	1	113 N. Myers St., Charlotte (*)	1,369	2046
Total	15		478,412

(1) Assumes exercise of all renewal terms.

(2) The lease for approximately 88,790 square feet of space expires in 2022, the lease for approximately 43,285 square feet of space expires in 2032, the lease for approximately 598 square feet of space expires in 2046, and the a lease for approximately 29,384 square feet of space expires in 2050. We amended our lease as of March 1, 2010 at the 111 8^th Avenue building to add 21,481 square feet of space. This square footage is not included in the table above, and the lease agreement for this space will expire in 2032.

(3) The lease for approximately 29,909 square feet of space expires in 2028, and the lease for approximately 15,552 square feet of space expires in 2046.

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(4) We have signed an agreement for an additional 5,000 square feet of space (not included in the table above) that we will begin operating in June 2010.

(*) Digital Realty Trust owned facility.

Generally, interconnection and colocation facilities consist of a number of suites, or segmented floorplans, which are leased, managed or utilized by various communications service providers, network neutral interconnection and colocation service providers, and managed service providers, web hosting companies and Internet service providers. While physical interconnections can be implemented intra-suite by the manager of a suite, physical interconnections between multiple suites (which we refer to as inter-suite physical interconnections) generally occur within a specific physical location in the datacenter called an interconnection area. Multiple providers may provide interconnection products within a given interconnection area.

Our relationship with Digital Realty Trust, one of the leading datacenter real estate investment trusts, generally provides us with the exclusive ability to operate the interconnection areas in 10 tier-1 wholesale datacenter buildings across the United States. Subject to certain exceptions described below, these interconnection areas are the primary way in which Digital Realty Trust tenants or subtenants in such buildings interconnect to other tenants within such buildings. In addition to our operation of such interconnection areas, we also lease space from Digital Realty Trust for our own offerings. As a result of these arrangements, we provide both interconnection for customers in Telx facilities as well as inter-suite connections for other colocation providers who have facilities within these buildings. Generally, our interconnection area leases with Digital Realty Trust provide that we pay Digital Realty Trust monthly rental fees along with a certain percentage of facility specific annual gross revenue that exceeds a stipulated threshold.

Although Digital Realty Trust has designated us as its exclusive interconnection area operator, certain legacy tenants within Digital Realty Trust buildings continue to be able to facilitate certain inter-suite connections that existed prior to our arrangement with Digital Realty Trust. In addition, Digital Realty Trust itself operates its own interconnection facility where it can facilitate inter-suite connections. Typically, the Digital Realty Trust interconnection facilities are used for the purpose of connecting tenants to our interconnection areas and rarely facilitate more than one or two physical interconnections per tenant.

Competition

We operate in a highly competitive market that is evolving rapidly. Our principal competitors include the providers described below. Several of the companies with which we compete are also our customers.

Network Neutral Interconnection and Colocation Providers.    These competitors offer products and services that are similar to ours, including interconnection and colocation products and related services. We consider Equinix, Switch and Data, Coresite and Terremark our peers when analyzing our performance against our primary competitors.

The primary competitive factors in our market are:

• market and specific location of facilities;

• density of cross connections;

• customer ecosystems;

• presence of major communications service providers;

• customer service and technical expertise;

• robustness of datacenters;

• breadth of service offered; and

• price.

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During the initial stage of the sales cycle, we also compete with the service providers described below.

U.S.-based Communications Service Providers.    Communications service providers, such as AT&T, Level 3 Communications and Verizon, typically provide interconnection products and services through their owned networks. We believe these competitors operate colocation facilities primarily to cross-sell their core services including communications and Internet access and typically benefit from brand recognition and financial resources.

Managed Service Providers, Web Hosting Companies and Internet Service Providers.     Businesses may choose to use a hosting provider other than us to provide products and services and support for their IT systems in addition to the interconnection and colocation products and related services we offer. Our competitors in this category usually take control over a company’s network, and may provide the actual hardware and software. Companies in this category include IBM, Rackspace and SAVVIS.

In addition to the above, we compete with other regional, typically non-network neutral providers. As we expand domestically and internationally, we expect to encounter additional competition in the respective markets we select to enter.

Intellectual Property

We hold the following trademarks/service marks: Telx Virtual Xchange, telx, TELX | VISION, Managed Hub and TELXVAULT. We consider our trademarks to be materially important to our business and the registered trademarks are renewable for their statutory terms.

Government Regulation

We are not currently subject to industry-specific government regulation.

Employees

As of March 1, 2010, we had 175 employees in the United States. We believe our relations with our employees are good. Our employees are not represented by a labor union and are not covered by a collective bargaining agreement.

Legal Proceedings

From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or in the aggregate have a material adverse effect on our business, operating results or financial condition.

Corporate Information

We were incorporated on August 3, 2000 as a Delaware corporation. We currently conduct certain operations through our wholly owned subsidiaries. We are headquartered in New York, New York. Our principal executive offices are located at 1 State Street, 21st Floor, New York, New York 10004 and our telephone number at this location is (212) 480-3300. Our website address is www.telx.com. Information included or referred to on, or otherwise accessible through, our website is not intended to form a part of or be incorporated by reference into this prospectus.

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MANAGEMENT

Our Directors and Executive Officers

Set forth below is the name, age and position of each of our directors and executive officers as of March 18, 2010:

Name	Age	Positions
Howard Park	47	Chairman of the Board(1)
Eric Shepcaro	51	Chief Executive Officer and Director
Christopher W. Downie	40	President, Chief Financial Officer, Treasurer
J. Todd Raymond	41	Senior Vice President, Facility Acquisition
William Kolman	56	Executive Vice President, Sales
Michael Terlizzi	36	Executive Vice President, Operations
Eric Harrison	46	Director(1)(2)
Daniel H. Schulman	52	Director(2)

(1) Member of our audit committee.

(2) Member of our compensation committee.

Biographical Information

Set forth below is biographical information for our directors and executive officers.

Howard Park

Mr. Park has been a member of our board of directors since April 2009 and our chairman since March 2010. Mr. Park has been a Managing Director at GI Partners since 2003. Prior to joining GI Partners, Mr. Park was an investment banker with SG Cowen, Smith Barney and Nomura Securities. From 1996 to 2002, Mr. Park was with SG Cowen in its leveraged and high-yield finance group covering the West Coast private equity community. Previously, he worked from 1990 to 1996 at Nomura Securities in the High Yield/Principal Finance Group. He has also worked at Booz Allen Hamilton as a strategy consultant from 1988 to 1990. Mr. Park received his B.A. cum laude in Economics from Rice University and his M.B.A from the Amos Tuck School of Business at Dartmouth College. Mr. Park sits on the board of directors of Ladder Capital Finance, AdvoServ, The Planet, Plum Healthcare and PC Helps.

Eric Shepcaro

Mr. Shepcaro has been our chief executive officer and a member of our board of directors since January 2007. Mr. Shepcaro was the chairman of our board of directors from January 2007 until March 2010. Mr. Shepcaro is responsible for leading and directing the strategy, growth and operations of the company. Mr. Shepcaro has over 25 years of experience working in the Network/IT industries. Prior to joining us, Mr. Shepcaro held several positions at AT&T between 2002 and 2007, including Senior Vice President of Business Development and Emerging Services and chairman of the Emerging Technology Customer Board, where he was responsible for identifying and launching new lines of business by leveraging new and existing technologies. He also served as Vice President of Business Strategy/Development and Emerging Technologies and Chief Strategist, leading AT&T’s transformation into a premier integrator of enterprise and application network solutions, and as the overall Transformation Officer of AT&T, accountable for programs to build shareholder value and create a framework for the future. Prior to joining AT&T, Mr. Shepcaro managed hosting and applications businesses at Digital Island and Netelligence, and spent 17 years at Sprint in a variety of positions in marketing, sales and operations. Mr. Shepcaro received a B.A. from the State University of New York at Albany and an M.B.A. from San Francisco State University.

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Christopher W. Downie

Mr. Downie has been our president, chief financial officer and treasurer since November 2007. From May 2007 until November 2007, Mr. Downie was our chief financial officer and treasurer. Mr. Downie was a member of our board of directors from April 2009 until March 2010. Mr. Downie is responsible for the company’s finance, human resources, procurement, IT, marketing and administration initiatives. Prior to joining us, Mr. Downie was Executive Vice President, Chief Operating Officer and Principal Executive Officer at Motient Corporation from 2004 to 2006, and prior to that served as their Senior Vice President and Chief Financial Officer from 2003 to 2004. Mr. Downie was a financial consultant and interim Chief Financial Officer for Communications Technology Advisors, LLC from 2002 to 2003, Senior Vice President and Chief Financial Officer of BroadStreet Communications Inc. from 2000 to 2002, a Vice President in the Investment Banking Division of Daniels & Associates, LP from 1993 to 2000 and an analyst in the corporate finance/mergers and acquisitions department at Bear Stearns & Co. Inc. from 1991 to 1993. Mr. Downie received a B.A. from Dartmouth College and an M.B.A. from New York University.

J. Todd Raymond

Mr. Raymond serves as our senior vice president, facility acquisition and is responsible for leading our facilities acquisition team. Mr. Raymond served as our senior vice president, general counsel and corporate secretary from November 2007 until March 2010. In addition, Mr. Raymond served as our general counsel and secretary from 2002 until March 2010; president and chief operating officer from March 2007 to November 2007; president and interim chief executive officer from October 2006 to February 2007; and controller from 2001 to 2004. Mr. Raymond was a member of our board of directors from March 2007 until March 2010. Prior to joining us, Mr. Raymond was a founder, General Counsel and Corporate Secretary of Stratus Services Group Inc., a managing attorney at a New Jersey law firm and in-house counsel to a New Jersey accounting firm from 1993 to 2001. Mr. Raymond has a B.S. in finance from Fairfield University, a J.D. from Albany Law School of Union University and is completing a L.L.M. in Finance law from Chicago-Kent College of Law.

William Kolman

Mr. Kolman has been our executive vice president of sales since May 2007 and is responsible for directing and implementing all aspects of our sales strategy. Mr. Kolman has over 31 years in technology-based senior sales management positions and extensive knowledge and experience in the telecom sector managing large sales units and providing services and hardware to global enterprises. Prior to joining us, Mr. Kolman was Vice President of Strategic Accounts at SAVVIS from August 2005 to May 2007, an officer at AT&T from 2000 to 2005, where he was responsible for the large global accounts in the Northeast, and a sector head at Concert, the AT&T and British Telecom joint partnership. Mr. Kolman’s prior experience also includes leading the Nortel Networks organization in New York City, managing multiple sales organizations in the Northeast for Sprint and co-founding Tri-State Telephone, where he marketed customer premise-based communications. Mr. Kolman holds a B.A. in Psychology from Dominican College and was a member of the inaugural Telecom Master’s program at New York University.

Michael Terlizzi

Mr. Terlizzi has been our executive vice president and director of engineering and operations since March 2002, and is responsible for facility construction and day-to-day operations. Prior to joining us, Mr. Terlizzi was Director of Operations for ARBROS Communications from September 2000 to February 2002 and Director of Network Planning and Engineering for Network Plus from August 1999 to September 2000. He has also held technical positions at AT&T and WorldCom/MFS. Mr. Terlizzi received a B.S. from the State University of New York at Albany.

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Eric Harrison

Mr. Harrison has been a member of our board of directors since October 2006. Mr. Harrison has been a partner and Portfolio Manager at Luminous Capital since January 2009. Mr. Harrison has spent the vast majority of his career as a principal investor, principally focused on the technology sector. From October 2008 to December 2009, Mr. Harrison was a consultant to GI Partners. From March 2001 to October 2008, Mr. Harrison served as a Managing Director of GI Partners, where he was involved in all aspects of the business, including deal sourcing, structuring, investment management, fund raising, and managing the internal operations of the firm. Prior to working at GI Partners, Mr. Harrison served as a Partner at Crosspoint Venture Partners from 1999 to 2001. Prior to that, he worked at InnoCal Ventures for five years, where he sourced, analyzed, and managed investments. He also previously worked in business development at Hewlett-Packard and corporate development at Ricoh Corporation. Mr. Harrison earned a B.S. in Finance and Accounting from the University of Colorado and an M.B.A. from The UCLA Anderson School of Management. Mr. Harrison currently also serves on the Board of Directors of South Central Scholars and Confianza.

Daniel H. Schulman

Mr. Schulman was elected to our board of directors in February 2010. Since November 2009, Mr. Schulman has served as President of the Sprint Prepaid Division. Prior to that, Mr. Schulman served as Chief Executive Officer of Virgin Mobile USA, LLC since September 2001. Prior to joining Virgin Mobile USA, Mr. Schulman served as the Chief Executive Officer of priceline.com. Prior to that, Mr. Schulman served in various positions for more than 18 years at AT&T, including as a member of the AT&T Operations Group and President of the long distance division. He also currently serves on the board of directors of Symantec Corporation (Nasdaq: SYMC), where he chairs the compensation committee, and Flextronics International Ltd. (Nasdaq: FLEX). In addition, Mr. Schulman serves on the board of Autism Speaks, the advisory committee of Greycroft, an early stage private equity company, and serves on the board of governors of Rutgers, the state university of New Jersey, and is the chair of the intercollegiate athletics committee. Mr. Schulman has a B.A. in economics from Middlebury College and an M.B.A., majoring in finance from New York University.

Board of Directors

Our board of directors currently has four members. Pursuant to the existing stockholders agreement between us and our existing stockholders, the GI Partners Funds have the right to elect at least four directors. The GI Partners Funds designated Howard Park and Eric Harrison to our board of directors. We expect that the existing stockholders agreement will be amended or terminated in connection with our initial public offering such that the right to elect board members, as referenced above, will no longer exist. Upon completion of this offering, we anticipate that our board of directors will have seven members, a majority of whom will be independent under The Nasdaq Marketplace Rules.

As of the closing of this offering, our restated certificate of incorporation and amended and restated bylaws will provide for a staggered, or classified, board of directors consisting of three classes of directors, each serving staggered three-year terms, as follows:

• the Class I directors will be                 ,                  and                 , and their terms will expire at the annual meeting of stockholders to be held in 2011;

• the Class II directors will be                  and                 , and their terms will expire at the annual meeting of stockholders to be held in 2012; and

• the Class III directors will be                  and                 , and their terms will expire at the annual meeting of stockholders to be held in 2013.

Upon expiration of the term of a class of directors, directors for that class will be elected for three-year terms at the annual meeting of stockholders in the year in which that term expires. Each director’s term continues until the election and qualification of his successor, or his earlier death, resignation or removal. Any increase or

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decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our company.

Board Committees

Our board of directors has established an audit committee and a compensation committee. Prior to the completion of this offering, our board of directors plans to establish a corporate governance and nominating committee. Our board of directors may also establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our restated certificate of incorporation and amended and restated by-laws.

Audit Committee

Our audit committee currently consists of Eric Harrison and Howard Park. Upon completion of this offering, we expect that              will serve as the chairperson of the audit committee and expect that our board of directors will determine that             ,              and              are “independent” as defined under and required by the federal securities laws and The Nasdaq Marketplace Rules. We also expect that our board of directors will determine that                      is an “audit committee financial expert,” as that term is defined by the SEC. Within one year of the effectiveness of the registration statement of which this prospectus forms a part, we intend that the audit committee will be fully independent as required by the federal securities laws, and The Nasdaq Marketplace Rules. The audit committee has direct responsibility for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm, KPMG LLP. In addition, approval of the audit committee is required prior to our entering into any related-party transaction. It is also responsible for “whistle-blowing” procedures and certain other compliance matters.

Compensation Committee

Our compensation committee currently consists of Daniel Schulman, the committee chairperson, and Eric Harrison. All of the directors on this committee will be independent under The Nasdaq Marketplace Rules within one year of the completion of this offering. Among other things, the compensation committee will review, and will make recommendations to the board of directors regarding, the compensation and benefits of our executive officers. The compensation committee will also administer the issuance of stock options and other awards under our equity incentive plans and will establish and review policies relating to the compensation and benefits of our employees and consultants.

Corporate Governance and Nominating Committee

We plan to establish a corporate governance and nominating committee prior to the completion of this offering comprised of members who satisfy the requirements for independence under The Nasdaq Marketplace Rules. The corporate governance and nominating committee will be responsible for, among other things, developing and recommending to our board of directors our corporate governance guidelines, identifying individuals qualified to become board members, overseeing the evaluation of the performance of the board of directors, selecting the director nominees for the next annual meeting of stockholders, and selecting director candidates to fill any vacancies on the board of directors.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee is an officer or employee of the company. None of our executive officers serves, or has served during the past fiscal year, as a member of the board of directors or compensation committee of any other company that has one or more executive officers serving as a member of our board of directors.

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Code of Conduct and Ethics

Our current code of conduct and ethics applies to all of our employees and officers, including our chief executive officer and senior financial officers. Upon the effectiveness of the registration statement of which this prospectus forms a part, we will amend our code of conduct and ethics to apply to all of our employees, officers and directors, including our chief executive officer, our chief financial officer, and other executives and senior financial officers and post a full text of the code on our website at www.telx.com under the Investor Relations section. We intend to disclose future amendments to our code of conduct and ethics, or certain waivers of such provisions, at the same location on our website identified above and also in public filings. The inclusion of our website address in this prospectus does not include or incorporate by reference the information on our website into this prospectus.

Director Compensation

Prior to March 15, 2010, our directors did not receive any compensation for their service as directors or as board committee members. Prior to the closing of this offering, we expect to implement a director compensation program that will provide for compensation to be paid to our non-employee directors (Mr. Park intends to waive any such compensation).

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EXECUTIVE COMPENSATION

Below is an explanation of how our compensation program was designed and operated in 2009 with respect to the following individuals who, based on applicable securities laws, were our named executive officers, or NEOs, for 2009: (i) Eric Shepcaro, as our principal executive officer, (ii) Christopher W. Downie, as our principal financial officer, and (iii) J. Todd Raymond, William Kolman, and Michael Terlizzi, as our three other most highly compensated executive officers for the fiscal year ended December 31, 2009. For the titles, ages, and biographical information of our NEOs, please refer to “Management” above. The Summary Compensation Table and separate tables below disclose each NEO’s total compensation for fiscal year 2009.

Compensation Discussion and Analysis – 2009 Summary and 2010 Changes

In 2009, our executive compensation program for NEOs reflected our practices as a privately-held company, and accordingly our board of directors made all decisions in the course of regularly-scheduled meetings. Through having Messrs. Shepcaro, Downie and Raymond serving as board members throughout 2009, management participated in board meetings at which executive compensation decisions were made, but no NEO participated in or voted on any compensatory decision that affected him personally. The independent members of our board of directors accordingly controlled all of compensation decisions for our NEOs, although our CEO (and prior to March 2, 2010, the chairman of our board) fully participated (from a discussion and voting perspective) in compensation decisions for our NEOs other than himself. We believe that those decisions, as disclosed below, were appropriate based on our 2009 financial performance, on general economic conditions, and on our board of directors’ subjective assessments of individual and corporate performance as other factors relevant to our board of directors’ annual salary and bonus determinations. In particular, our NEOs received target-level bonuses and total compensation, principally because we achieved financial and other operating results in 2009 that accomplished the principal objectives identified in our business plan. For 2010 and future years, we expect to revise our executive compensation practices in the manner described below under the heading “2010 Changes to Executive Compensation.”

Overview of Executive Compensation Philosophy and Its Key Elements

As a general matter, our board of directors undertakes to provide our NEOs with compensation that is highly performance-based and competitive in our industry. We are engaged in a very competitive industry, and our success depends on attracting and retaining qualified executives through providing them with a subjectively considered balance of fixed and variable (performance-based) compensation. To that end, our board of directors provided our NEOs with total compensation in 2009 through a combination of the following components that reflect our consistent practices for past years:

• a base salary commensurate with each NEO’s experience and length of service with us;

• the opportunity to earn incentive compensation through cash bonuses targeted at up to 100% of base salary, and through the vesting of past stock-based awards;

• severance protections through employment agreements that we entered into with Messrs. Shepcaro, Downie, and Kolman in 2007, and with Messrs. Raymond and Terlizzi in 2006; and

• participation in our broad-based employee benefits programs providing health and life insurance coverage, retirement benefits, and certain perquisites and other nondiscriminatory fringe benefits.

Elements of Executive Compensation

Base Salary.    In general, we provide base salary as fixed compensation for services rendered in the position that the NEO serves. With this in mind, our board of directors determines base salaries in its discretion (subject to the terms of each NEO’s employment agreement), after considering a variety of factors including each NEO’s qualifications and experience, prior employment, industry knowledge, scope of responsibilities, individual

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performance, and general industry practices as informally observed. Specific weightings are not applied to these factors. Base salaries are generally set when an NEO begins employment and are adjusted annually, if necessary in our board of directors’ discretion, and are intended to provide competitive and fair compensation for basic job performance.

Annual Bonus.    For 2009, our board of directors followed its past practice of establishing corporate and individual performance targets based on our business plan, and then making cash bonus awards shortly after year end, in all cases based on our board of directors’ subjective and qualitative assessment of how our financial results and the NEO’s individual performance compared to targeted performance and the NEO’s individual performance-based goals, with further discretionary adjustment for factors such as the NEO’s technical expertise, leadership and management skills over the performance period. As a result, although we follow a general formula as a guide for determining bonuses, our board of directors has made final bonus determinations solely at its discretion. The target bonuses for all NEOs and employees were targeted to fall within a range of 10%-100% of base salary for the years 2007 through 2009. Our board of directors typically has made annual bonus determinations shortly after the end of our fiscal year, with payments made soon afterward, and in 2008 paid an additional mid-year bonus to all employees, including our NEOs, due to generally favorable business conditions and in order to provide our employees with additional motivation by sharing in our success.

Stock-based Awards.    In 2006, 2007 and 2008, our NEOs received stock-based compensation in the form of grants of shares of our Series B Contingent Preferred Stock (referred to herein as restricted stock awards) that generally vest in 48 monthly installments, and that were intended to provide stock-based compensation for the ensuing four years. Our board of directors believes that these awards will have served their intended purpose when we complete this offering, and that regular stock-based awards will occur in 2010 and future years. See “2010 Changes to Executive Compensation.” Immediately prior to our initial public offering, each outstanding share of Series B Contingent Preferred stock will convert into between zero and one share of Series B Convertible Preferred Stock. (The precise rate of conversion will be based on the internal rate of return of the GI Partners Funds investment in Telx as set forth in our current amended and restated certificate of incorporation.) The outstanding shares of Series B Convertible Preferred will then immediately convert into our common stock. However, in the event that the GI Partners Funds does not reach a minimum return threshold as provided for in our current amended and restated certificate of incorporation, the Series B Contingent Preferred Stock will not convert at all.

Executive Loans.    In 2007 and 2008, we made arms-length loans to our NEOs (and certain other employees) in order to enable them to pay the tax liability associated with making tax elections under Section 83(b) of the Internal Revenue Code. These loans bore interest at a fixed rate at the time the loan was made, with 10% of the principal, and accrued interest, being payable in each of the ensuing five years, and with the remaining balance being due in the sixth year. These loans have been eliminated in connection with our initial public offering in order to comply with the Sarbanes-Oxley Act’s prohibition on such loans.

Perquisites.    In order to provide and to maintain a competitive benefits package to attract and retain our NEOs, we have provided them with life insurance policies upon commencement of employment and adjusted the policies as necessary to meet the changing needs of management for life insurance. We do not otherwise provide our NEOs with any perquisites or other fringe benefits than those available on equivalent terms to our employees generally.

Retirement and Welfare Plan Benefits.    Our NEOs participate in our broad-based 401(k), health, and other welfare plans on the same terms and conditions that apply to other employees. Regarding the 401(k) plan, our NEOs are eligible to make before-tax contributions, within the limits imposed under applicable tax laws. We do not currently make any employer matching or other contributions to the 401(k) plan.

Severance Protections.    Each of our NEOs is entitled to severance benefit protections pursuant to an employment agreement entered into at the time of hire for Messrs. Shepcaro, Downie, and Kolman, and at the time of our acquisition in 2006 by the GI Partners Funds in the case of Messrs. Raymond and Terlizzi. These

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employment agreements are substantially similar, and generally provide that if the NEO’s employment is terminated by us without cause, then the NEO shall receive the following, with no duty to mitigate: (i) 12 months of base salary continuation for NEOs other than Mr. Shepcaro, who is entitled to receive $37,500 per month for 18 months; and (ii) up to twelve months of company-paid health insurance benefits, increased to 18 months for Mr. Shepcaro. Messrs. Shepcaro, Raymond, Kolman, and Terlizzi are entitled to the same severance benefits upon a resignation from employment for “good reason” as defined in their employment agreements. These severance benefits were provided in order to attract or retain our NEOs, and because we understand that severance arrangements are common in our industry. We expect to enter into new employment agreements (that will replace the existing agreements) with all of our NEOs in connection with the consummation of our initial public offering as described under “2010 Changes to Executive Compensation.”

Specific Executive Compensation Decisions for 2009

Our board of directors made the following decisions in 2009 with respect to each distinctive component of executive compensation for our NEOs:

Base Salary.    The annual base salary as of the end of fiscal year 2009 for each NEO is presented in the table below. Salaries for each NEO were the same in 2009 as in 2008, except in the case of Mr. Downie, whose salary was increased by our board of directors due to his increasing responsibilities and workload as our President.

Executive	2009
Eric Shepcaro
Chief Executive Officer and Director	$	300,000
Christopher W. Downie
President, Chief Financial Officer and Treasurer		264,600
J. Todd Raymond
Senior Vice President (SVP), Facility Acquisition		207,000
William Kolman
Executive Vice President (EVP), Sales		200,000
Michael Terlizzi
Executive Vice President (EVP), Operations	$	190,800

Annual Bonus.    In 2009, we made cash bonus awards under a program designed to reward the achievements of our NEOs and employees over the fiscal year. For our NEOs, forty percent of their bonuses for 2009 reflected how our Adjusted EBITDA and revenue results compared to those in our overall business plan, twenty percent reflected those financial results for two of our facilities, and forty percent reflected our board of directors’ assessment of personal goals and objectives, as outlined for each NEO on a case by case basis at the start of 2009. The actual bonuses that our NEOs received were based on the following subjective determinations that our board of directors made after receiving recommendations from its members who are NEOs (but with those members abstaining from voting):

• Messrs. Shepcaro, Downie, Raymond, Kolman, and Terlizzi had target cash bonuses of 100%, 100%, 100%, 100%, and 65% of their base salary, respectively, based on our board’s application of the criteria disclosed above.

• The actual bonus for each NEO (other than Mr. Kolman) for 2009 reflected our board of directors’ determinations that (i) the above-mentioned Adjusted EBITDA and revenue goals representing 40% of total bonuses had been satisfied at 100% of the level set forth in our business plan, (ii) the financial results for two of our facilities had been satisfied at a specified level and (iii) the board of directors’ subjective determination regarding each NEO’s individual performance goals as identified by the NEO for the board of directors at the start of 2009. Mr. Kolman’s bonus was based on the above criteria as well as a sales commission component.

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• The actual bonus payments are reported in the “Bonus” column of the Summary Compensation Table, with footnote (2) thereof disclosing the individual and company performance components, as determined in each case in the sole discretion of our board of directors after considering the standards described above.

Stock Awards.    As a result of the restricted stock awards that our NEOs received in 2007 and 2008, none of them received, or were considered for, stock-based awards during 2009. This reflects the determinations by our board of directors that each NEO has had sufficient stock-based incentives for the period from 2007 through 2009.

Other Benefits.    Other than to increase the life insurance coverage for our NEOs, there were no changes to our severance, retirement, welfare, or fringe benefit plans or practices in 2009, on the premise that these arrangements satisfied current corporate needs and objectives for retaining employees.

2010 Changes to Executive Compensation

We are currently reevaluating the executive compensation structures and systems that we will provide for our NEOs in 2010, under the supervision of an ad hoc committee that we expect to formalize prior to the completion of this offering. Our compensation committee is expected, in 2010 and future years:

• to oversee a program for annual stock-based awards to our NEOs under our 2010 Stock Incentive Plan, material terms of which are described below,

• to benchmark total compensation and its different elements through consideration of surveys and the services of an outside compensation consultant, and

• to revise our cash and bonus programs to base awards on market data and performance goals, with attention to encouraging long-term sustained performance.

Philosophy.    Our compensation program for executives will be based on our business needs and challenges in creating shareholder value. To support the achievement of our business strategies and goals, we expect to:

• tie compensation to performance;

• emphasize stock compensation to align executives’ financial interests with those of investors;

• maintain compensation and reward levels that are competitive in both publicly traded and privately held enterprises that enable us to recruit and retain seasoned leadership capable of driving and managing a colocation and interconnection service provider;

• share risk and reward at all levels of the organization;

• simplify compensation design to facilitate ease of administration and communication;

• adhere to the highest legal and ethical standards.

Risk Monitoring.    Our compensation committee will be responsible for assuring that our compensation structures for NEOs and other employees do not encourage excessive or otherwise undesirable risk-taking.

Tax Considerations.    For 2010 and future years, we expect to structure our annual bonus program and stock-based awards in a manner that both exempts them from Internal Revenue Code section 409A, and that maximizes our ability to qualify all awards for an exemption from the limitations imposed by Internal Revenue Code section 162(m), thereby preserving their potential deductibility by us.

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2010 Stock Incentive Plan.    In anticipation of our initial public offering, our board of directors is considering a new 2010 Stock Incentive Plan, referred to herein as the 2010 Plan, having the key terms as set out below. See “—Equity Incentive Plans.”

Employment Agreements.    In connection with the consummation of our initial public offering, we intend to enter into new employment or severance agreements with each of our NEOs. These new agreements will supersede the existing agreements that are described above. Pursuant to these new agreements, Messrs. Shepcaro, Downie, Raymond, Kolman, and Terlizzi will receive annual base salaries and short and long-term incentives, in the form of cash or equity compensation.

Summary Compensation Table

The following table sets forth summary information concerning certain compensation awarded to, paid to, or earned by, our NEOs for all services rendered to us for fiscal years ended December 31, 2009, 2008 and 2007.

Name and Principal Position(1)	Year	Salary ($)		Bonus ($)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
Eric Shepcaro	2009	$	300,000	$	375,000	$	—	$	13,817	$	688,817
CEO and Director	2008		300,000		331,870		—		169		632,039
	2007		292,217		255,279		1,219,904		91		1,767,491
Christopher W. Downie	2009		264,600		265,662		—		10,718		540,980
President, CFO and Treasurer	2008		252,000		176,997		209,950		85		639,032
	2007		134,025		77,418		330,047		21		541,511
J. Todd Raymond	2009		207,000		155,046		—		14,997		377,043
SVP, Facility Acquisition	2008		207,000		195,133		—		91		402,224
	2007		200,000		154,000		91,943		107		446,050
William Kolman(4)	2009		200,000		199,861		—		10,324		410,185
EVP, Sales	2008		200,000		234,974		—		169		435,143
Michael Terlizzi	2009	$	190,800	$	119,557		—	$	8,782	$	319,139
EVP, Operations

(1) Mr. Kolman was not an executive officer at any time during 2007, and Mr. Terlizzi was not an executive officer at any time during 2007 or 2008.

(2) This column reports the grant date fair value of awards computed in accordance with stock-based compensation accounting rules (FASB ASC Topic 718) for 2007, 2008, and 2009. A discussion of the assumptions used in calculating the award values may be found in Note 2 to our 2009 audited financial statements included elsewhere in this prospectus.

(3) The figures reported in the “All Other Compensation Column” above include the following items, none of which had a value exceeding $25,000 in any fiscal year: life insurance premiums.

(4) Mr. Kolman’s bonus award is inclusive of sales commissions earned in such years.

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding stock awards that were outstanding with respect to our NEOs as of December 31, 2009:

Name	Award Date (1)	Number of shares or units of stock that have not vested (#)(2)	Market value of shares or units of stock that have not vested ($)(3)
Eric Shepcaro	7/8/2007	30,124	$	269,309
Christopher W. Downie	7/8/2007	8,149		117,087
	4/11/2008	4,948
J. Todd Raymond	12/18/2006	9,561		105,769
	7/8/2007	2,270
William Kolman	7/8/2007	5,938		53,086
Michael Terlizzi	12/18/2006	1,840	$	41,294
	7/8/2007	2,779

(1) For a better understanding of our stock-related awards included in this table, we have provided the award date for each restricted stock award that was outstanding on December 31, 2009.

(2) Awards are in the form of restricted stock that generally vest in 48 equal monthly installments following the award date. During the vesting period for restricted shares, the NEOs have full voting and dividend rights. Upon termination of an NEO’s employment for any reason, any restricted stock awards not yet vested are forfeited.

(3) Values for restricted stock awards were computed by multiplying an estimate of the fair market value of our Series B Contingent Preferred Stock at the end of fiscal year 2009 ($8.94 per share) by the number of restricted shares held by the NEO on that date.

Stock Vested

The following table sets forth information regarding stock awards that vested with respect to our NEOs during the fiscal year ended December 31, 2009:

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Eric Shepcaro	19,026	$	192,178
Christopher W. Downie	9,700		97,977
J. Todd Raymond	10,993		111,040
William Kolman	3,750		37,878
Michael Terlizzi	3,594	$	36,302

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Other Potential Post-Employment Benefits

The following table sets forth the additional amounts that could have been realized by each NEO if (i) termination of his employment were to occur as of December 31, 2009 under the following circumstances, and (ii) the NEO executes a claims release and abides by applicable post-employment covenants concerning confidentiality, non-competition and non-solicitation.

Name, Principal Position and Reasons for Potential Payments	Cash Severance ($)(1)		Employer- Paid Health Insurance ($)			Stock Awards ($)
Eric Shepcaro, CEO and Director
Disability	$	450,000	$	24,451	(2)	$	—
Retirement, Death, For Cause, or Voluntary Resignation		—		—		$	—
Without Cause or for Good Reason	$	675,000	$	36,676	(3)	$	—
Christopher W. Downie, President, CFO and Treasurer
Disability	$	—	$	—		$	—
Retirement, Death, For Cause, or Voluntary Resignation		—		—		$	—
Without Cause or for Good Reason	$	240,000	$	23,513	(2)	$	—
J. Todd Raymond, SVP, Facility Acquisition
Disability	$	—	$	—		$	—
Retirement, Death, For Cause, or Voluntary Resignation		—		—		$	—
Without Cause or for Good Reason	$	200,000	$	24,451	(2)	$	—
William Kolman, EVP Sales
Disability	$	—	$	—		$	—
Retirement, Death, For Cause, or Voluntary Resignation		—		—		$	—
Without Cause or for Good Reason	$	200,000	$	24,451	(2)	$	—
Michael Terlizzi, EVP Operations
Disability	$	—	$	—		$	—
Retirement, Death, For Cause, or Voluntary Resignation		—		—		$	—
Without Cause or for Good Reason	$	160,000	$	24,451	(2)	$	—

(1) Represents the total salary continuation payments that the NEO would collect (12 months of payment for the NEOs other than Mr. Shepcaro who is entitled to receive $37,500 per month for 18 months.).

(2) Represents payment by us of 12 months of COBRA health insurance premiums for family coverage for the NEO and his COBRA qualified beneficiaries.

(3) Represents payment by us of 18 months of COBRA health insurance premiums for family coverage for the NEO and his COBRA qualified beneficiaries.

Employment Agreements

Set forth below are summaries of all of our employment agreements and arrangements with our named executive officers. The following summaries do not contain all of the terms of such agreements, and we refer you to the agreements, which are included as exhibits to this registration statement, of which this prospectus forms a part of, for a complete understanding of the terms thereof. Discussion of the number of shares granted in the summaries below calculates share issuances giving effect to our July 2008 1-for-10 reverse stock split.

Eric Shepcaro.    On January 8, 2007, we entered into an employment agreement with Mr. Shepcaro, whereby he became chairman of our board of directors and our Chief Executive Officer (Mr. Shepcaro is no longer the chairman of our board but is a member of our board of directors). The employment agreement has an initial term of four years and will renew automatically for successive one-year periods (unless either party gives prior written notice). Pursuant to this employment agreement, Mr. Shepcaro receives an annual base salary of

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$300,000. Mr. Shepcaro is also entitled to an annual target bonus in an amount up to $300,000 (prorated if less than a full year), payable quarterly, at the discretion of our board of directors. In addition, he shall be eligible to participate in an additional bonus pool of which he will be eligible to earn up to an additional $200,000 annually (prorated if less than a full year) at the discretion of the board of directors. Pursuant to his employment agreement, Mr. Shepcaro was entitled to receive 66,177 shares of our Series B Contingent Preferred Stock although Mr. Shepcaro’s employment agreement was effectively amended when our board of directors agreed to grant him 76,103 shares of our Series B Contingent Preferred Stock pursuant to the terms of a stock award agreement. We agreed to make loans in an amount that would be necessary to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the shares of Series B Contingent Preferred Stock Mr. Shepcaro received. If we terminate Mr. Shepcaro’s employment Without Cause (as defined in the employment agreement), or Mr. Shepcaro terminates for Good Reason (as defined in the employment agreement), then we will pay Mr. Shepcaro $675,000 and his COBRA health insurance premiums for 18 months. If we terminate due to Permanent Disability (as defined in the employment agreement) then we will pay Mr. Shepcaro $450,000 and his COBRA health insurance premiums for 12 months. In exchange, Mr. Shepcaro must execute a (i) release of claims agreement and (ii) a non-competition and non-solicitation agreement for 18 months. If Mr. Shepcaro’s employment is terminated by us for Cause or because of Mr. Shepcaro’s death we will have no further obligations, except for payment of any base salary compensation and expense reimbursement accrued and unpaid. Upon termination of Mr. Shepcaro’s employment for any reason, Mr. Shepcaro will also be subject to customary 18-month post-termination non-compete and non-solicitation provisions and restriction on the unauthorized disclosure of confidential and proprietary information.

Christopher W. Downie.    On May 25, 2007, we entered into an employment agreement with Mr. Downie, whereby he became our Chief Financial Officer. Subsequently, Mr. Downie was appointed President, Chief Financial Officer and Treasurer. Mr. Downie’s employment agreement provided for an annual base salary of $240,000. Mr. Downie’s current annual base salary is $264,600. Pursuant to his employment agreement, Mr. Downie was also entitled to an annual target bonus in an amount up to $160,000 at the discretion of our board of directors. With respect to 2009, Mr. Downie is entitled to an annual target bonus in an amount of up to 100% of his annual base salary at the discretion of our board of directors. In addition, he shall be eligible to participate in an additional bonus pool of which he will be eligible to earn up to an additional $160,000 annually at the discretion of the board of directors. Pursuant to his employment agreement, Mr. Downie was also granted 20,589 shares of our Series B Contingent Preferred Stock and we agreed to make loans in an amount that would be necessary to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Contingent Preferred Stock. Mr. Downie was subsequently awarded an additional 9,500 shares of our Series B Contingent Preferred Stock in April 2008. Mr. Downie’s employment can be terminated at any time, with or without notice. If we terminate Mr. Downie’s employment Without Cause (as defined in the employment agreement), then we will pay Mr. Downie $240,000 and his COBRA health insurance premiums for up to 12 months provided Mr. Downie executes a separation agreement containing a full release of claims in favor of us. If Mr. Downie’s employment is terminated by us for Cause (as defined in the employment agreement) or because of Mr. Downie’s permanent disability or death we will have no further obligations, except for payment of any base salary compensation and expense reimbursement accrued and unpaid. Upon termination of Mr. Downie’s employment for any reason, Mr. Downie will also be subject to customary 12-month post-termination non-compete and non-solicitation provisions and restriction on the unauthorized disclosure of confidential and proprietary information.

J. Todd Raymond.    On September 20, 2006, we entered into an employment agreement with Mr. Raymond, whereby he became our Acting Chief Executive Officer, President, General Counsel and Corporate Secretary. Subsequently, Mr. Raymond was appointed Senior Vice President and General Counsel. Mr. Raymond currently serves as our Senior Vice President, Facility Acquisition. Pursuant to this employment agreement, Mr. Raymond receives an annual base salary of $200,000. Mr. Raymond is also entitled to an annual target bonus in an amount up to $200,000 in the discretion of our board of directors. In addition, he shall be eligible to participate in an additional bonus pool of which he will be eligible to earn up to an additional $200,000 annually in the discretion of the board of directors. Pursuant to his employment agreement, Mr. Raymond was granted 38,238 shares of our Series B Contingent Preferred Stock and we agreed to make loans in an amount that would be necessary to pay the tax

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liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Contingent Preferred Stock. Mr. Raymond was subsequently awarded an additional 5,736 shares of our Series B Contingent Preferred Stock in 2007. Mr. Raymond’s employment can be terminated at any time, with or without notice. If we terminate Mr. Raymond’s employment Without Cause (as defined in the employment agreement), or Mr. Raymond terminates for Good Reason (as defined in the employment agreement), and provided Mr. Raymond executes a separation agreement containing a full release of claims in favor of us, we will pay Mr. Raymond $200,000 and his COBRA health insurance premiums for up to 12 months. If Mr. Raymond’s employment is terminated by us for Cause or because of Mr. Raymond’s permanent disability or death, we will have no further obligations, except for payment of any base salary compensation and expense reimbursement accrued and unpaid. Upon termination of Mr. Raymond’s employment for any reason, Mr. Raymond will also be subject to customary 12-month post-termination non-compete and non-solicitation provisions and a 24-month restriction on the unauthorized disclosure of confidential and proprietary information.

William J. Kolman.    On May 7, 2007, we entered into an employment agreement with Mr. Kolman, whereby he became our Executive Vice President of Sales. Pursuant to his employment agreement, Mr. Kolman receives an annual base salary of $200,000. Mr. Kolman is also entitled to an annual target bonus in an amount up to $200,000 in the discretion of our board of directors. In addition, he is eligible to participate in an additional bonus pool and receive sales commission up to an additional $200,000 annually. Pursuant to his employment agreement, Mr. Kolman was granted 15,000 shares of our Series B Contingent Preferred Stock and we agreed to make loans in an amount that would be necessary to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Contingent Preferred Stock. Mr. Kolman’s employment can be terminated at any time, with or without notice. If we terminate Mr. Kolman’s employment Without Cause (as defined in the employment agreement) then we will pay Mr. Kolman $200,000 and his COBRA health insurance premiums for up to 12 months provided Mr. Kolman executes a separation agreement containing a full release of claims in favor of us. If Mr. Kolman’s employment is terminated by us for Cause or because of Mr. Kolman’s permanent disability or death, we will have no further obligations, except for payment of any base salary compensation and expense reimbursement accrued and unpaid. Upon termination of Mr. Kolman’s employment for any reason, Mr. Kolman will also be subject to customary 12-month post-termination non-compete and non-solicitation provisions and restriction on the unauthorized disclosure of confidential and proprietary information.

Michael Terlizzi.    On September 20, 2006, we entered into an employment agreement with Mr. Terlizzi, whereby he became our Executive Vice President, Operations of the Company. Subsequently, Mr. Terlizzi was appointed Executive Vice President, Engineering and Construction. Mr. Terlizzi’s employment agreement provided for an annual base salary of $160,000. Mr. Terlizzi’s current annual base salary is $190,800. Mr. Terlizzi is also entitled to an annual target bonus in an amount up to $50,000 in the discretion of our board of directors. In addition, he is eligible to participate in an additional bonus pool of which he will be eligible to earn up to an additional $50,000 annually in the discretion of the board of directors. Pursuant to his employment agreement, Mr. Terlizzi’s was granted 7,354 shares of our Series B Contingent Preferred Stock and we agreed to make loans in an amount that would be necessary to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Contingent Preferred Stock. Mr. Terlizzi was subsequently awarded an additional 7,021 shares of our Series B Contingent Preferred Stock in 2007. Mr. Terlizzi’s employment can be terminated at any time, with or without notice. If we terminate Mr. Terlizzi’s employment Without Cause (as defined in the employment agreement) or Mr. Terlizzi terminates for Good Reason (as defined in the employment agreement), then we will pay Mr. Terlizzi $160,000 and his COBRA health insurance premiums for up to 12 months provided Mr. Terlizzi executes a separation agreement containing a full release of claims in favor of us. If Mr. Terlizzi’s employment is terminated by us for Cause or because of Mr. Terlizzi’s permanent disability or death, we will have no further obligations, except for payment of any base salary compensation and expense reimbursement accrued and unpaid. Upon termination of Mr. Terlizzi’s employment for any reason, Mr. Terlizzi will be subject to customary 12-month post-termination non-compete and non-solicitation provisions and a 24-month restriction on the unauthorized disclosure of confidential and proprietary information.

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Equity Incentive Plans

2010 Stock Incentive Plan

Prior to the completion of this offering, we expect to adopt The Telx Group, Inc. 2010 Stock Incentive Plan, which we refer to herein as the 2010 Plan. The terms and conditions set forth below are preliminary, and may not be incorporated into the 2010 Plan. Additionally, we may never implement the 2010 Plan. Following our initial public offering, we expect that equity awards will occur only under the 2010 Plan. Stockholder approval of the 2010 Plan will primarily enable us to satisfy Nasdaq listing requirements, and to make awards that qualify as performance-based compensation that is exempt from the deduction limitation set forth under Section 162(m) of the Internal Revenue Code of 1986, as amended, referred to herein as the Code. Section 162(m) generally limits the corporate income tax deduction to $1,000,000 annually for the non performance-based compensation paid to each of the Chief Executive Officer and the three other highest paid executive officers of the Company (other than the CFO).

We do not anticipate that any awards under the 2010 Plan will occur before we complete our initial public offering. Although the amount and nature of future awards have not yet been determined, the 2010 Plan authorizes discretionary awards in the form of stock options, stock appreciation rights, or SARs, restricted shares or units, unrestricted shares, deferred share units, performance awards, and dividend equivalent rights. Our board of directors believes that the 2010 Plan will be an important factor in attracting, retaining and motivating employees, consultants, and directors of the Company and its affiliates, collectively referred to herein as eligible persons. Our board of directors believes that we need the flexibility, acting primarily through our compensation committee, both to have an ongoing reserve of common stock available for future equity-based awards, and to make future awards in a variety of forms.

Pursuant to the 2010 Plan, we may issue up to              shares of our common stock or, if greater,             percent (        %) of the shares outstanding immediately after our initial public offering closes (in either case with such total number of shares being adjusted for future stock splits, stock dividends, recapitalizations, and other similar transactions). The shares of our common stock that are subject to any award that expires, or is forfeited, cancelled, settled, or becomes unexercisable without the issuance of shares, will again be available for subsequent awards. In addition, future awards may occur with respect to shares of our common stock that we refrain from otherwise delivering pursuant to an award as payment of either the exercise price of an award or applicable withholding and employment taxes. We receive no cash consideration for the granting of awards under the 2010 Plan. However, if a stock option were to be exercised, we would receive the exercise price for the shares being purchased, unless the exercise occurs pursuant to a cashless alternative that we approve.

Administration of the 2010 Plan will be carried out by our compensation committee or our board of directors if no such committee is appointed; provided that our board may act in lieu of the compensation committee at any time. Either our compensation committee or our board of directors may delegate its authority under the 2010 Plan to one or more officers but it may not delegate its authority with respect to making awards to individuals subject to Section 16 of the Exchange Act. As used in this summary, the term administrator means the compensation committee or the board of directors or its delegate, if any. With respect to decisions involving an award intended to satisfy the requirements of section 162(m) of the Internal Revenue Code, the administrator is to consist solely of two or more directors who are “outside directors” for purposes of that Code section, and with respect to awards to individuals subject to Section 16 of the Exchange Act, the administrator is to consist solely of two or more directors who are “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act. The 2010 Plan provides that we and our affiliates will indemnify members of the administrative committee and their delegates against any claims, liabilities, or costs arising from the good faith performance of their duties under the 2010 Plan. The 2010 Plan will release these individuals from liability for good faith actions associated with the 2010 Plan’s administration.

Subject to the terms of the 2010 Plan, the administrator has express authority to determine the eligible persons who will receive awards, the number of shares of our common stock to be covered by each award, and the terms and conditions of awards. The administrator has broad discretion to prescribe, amend, and rescind rules

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relating to the 2010 Plan and its administration, to interpret and construe the 2010 Plan and the terms of all award agreements, and to take all actions necessary or advisable to administer the 2010 Plan. Within the limits of the 2010 Plan, the administrator may accelerate the vesting of any awards, allow the exercise of unvested awards, and may modify, replace, cancel, or renew any awards. In addition, the administrator may buy-out, or replace, any award, including a stock option or SAR having an exercise price that is above the current fair market value of the underlying shares, with shareholder approval not being required although the administrator may decide to seek it.

The administrator may grant options that are intended to qualify as incentive stock options, which we refer to as ISOs, only to employees, if any, and may grant all other awards to eligible persons. Stock options granted under the 2010 Plan will provide award recipients, or participants, with the right to purchase shares of our common stock at a predetermined exercise price. The administrator may grant stock options that are intended to qualify as ISOs or that are not intended to so qualify, which we refer to as Non-ISOs. The 2010 Plan also provides that ISO treatment may not be available for stock options that become first exercisable in any calendar year to the extent the value of the shares that are the subject of the stock option exceed $100,000, based upon the fair market value of the shares of our common stock on the option grant date.

A SAR generally permits a participant who receives it to receive, upon exercise, cash and/or shares of our common stock equal in value to the excess of the fair market value, on the date of exercise, of the shares of our common stock with respect to which the SAR is being exercised, over the exercise price of the SAR for such shares. The administrator may grant SARs in tandem with options, or independently of them. SARs that are independent of options may limit the value payable on its exercise to a percentage.

The exercise price of ISOs, Non-ISOs, and SARs may not be less than 100% of the fair market value on the grant date of the shares of our common stock subject to the award, although the exercise price of ISOs may not be less than 110% of the fair market value on the grant date of the underlying shares of our common stock subject to the award for participants who own more than ten percent of our shares of common stock on the grant date. To the extent vested and exercisable in accordance with the agreement granting them, a stock option or SAR may be exercised in whole or in part, and from time to time during its term, subject to earlier termination relating to a holder’s termination of employment or service. With respect to stock options, unless otherwise provided in an award agreement, payment of the exercise price may be made in any of the following forms, or combination of them: cash or check in U.S. dollars, certain shares of our common stock, cashless exercise under a program the administrator approves.

The term over which participants may exercise stock options and SARs may not exceed ten years from the date of grant; five years in the case of ISOs granted to employees who, at the time of grant, own more than 10% of our outstanding shares of common stock. Under the 2010 Plan, no participant may receive stock options and SARs that relate to more than              percent of the maximum number of shares of our common stock that are authorized for awards under the 2010 Plan.

Under the 2010 Plan, the administrator may grant restricted stock that is forfeitable until certain vesting requirements are met, may grant RSUs that represent the right to receive shares of our common stock after certain vesting requirements are met or cash under certain circumstances, and may grant unrestricted stock as to which the participant’s interest is immediately vested. For restricted awards, the 2010 Plan provides the administrator with discretion to determine the terms and conditions under which a participant’s interests in such awards become vested. The 2010 Plan authorizes unrestricted stock awards that vest in full upon the date of a grant or other date determined by the administrator.

The 2010 Plan also authorizes awards of deferred share units in order to permit certain directors, officers, consultants, or select members of management to defer their receipt of compensation payable in cash or shares of our common stock, including shares that would otherwise be issued upon the vesting of restricted stock and RSUs. Deferred share units represent a future right to receive shares of our common stock.

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The 2010 Plan authorizes the administrator to grant performance-based awards in the form of performance units that the administrator may, or may not, designate as “performance compensation awards” that are intended to be exempt from Internal Revenue Code Section 162(m) limitations. In either case, performance units will vest and/or become payable based upon the achievement, within the specified period of time, of performance objectives applicable to the individual, us, or any affiliate. Performance units will be payable in shares of common stock, cash, or some combination of the two, subject to an individual participant limit of              (determined at the time of payout) and              percent of the maximum number of shares of our common stock that are authorized for awards under the 2010 Plan. The administrator will decide the length of performance periods, but the periods may not be less than one fiscal year.

With respect to performance compensation awards, the 2010 Plan requires that the administrator specify in writing the performance period to which the award relates, and an objective formula by which to measure whether and the extent to which the award is earned on the basis of the level of performance achieved with respect to one or more performance measures. Once established for a performance period, the performance measures and performance formula applicable to the award may not be amended or modified in a manner that would cause the compensation payable under the award to fail to constitute performance-based compensation under Internal Revenue Code Section 162(m). Under the 2010 Plan, the possible performance measures for performance compensation awards may include one or more of the following, applied in total or on a per share basis:

• basic, diluted or adjusted earnings per share;

• sales or revenue;

• EBITDA, or earnings before interest, taxes and other adjustments;

• basic or adjusted net income;

• returns on equity, assets, capital, revenue or similar measure;

• economic value added;

• working capital;

• total stockholder return;

• product development, product market share, research, licensing, litigation, human resources, information services, mergers, acquisitions, and sales of assets of affiliates or business units.

Each performance measure will be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently applied by us, or such other standard applied by the administrator and, if so determined by the administrator, and in the case of a performance compensation award, to the extent permitted under Internal Revenue Code Section 162(m), adjusted to omit the effects of extraordinary items, gain or loss on the disposal of a business segment, unusual or infrequently occurring events and transactions and cumulative effects of changes in accounting principles. Performance measures may vary from performance period to performance period, and from participant to participant, and may be established on a stand-alone basis, in tandem or in the alternative.

As a condition to the issuance of shares of our common stock pursuant to awards, the 2010 Plan requires satisfaction of any applicable federal, state, local, or foreign withholding tax obligations that may arise in connection with the award or the issuance of shares of our common stock.

Finally, the 2010 Plan authorizes the awarding of dividend equivalent rights to any eligible person. These rights may be independent of other awards, or attached to awards (other than stock options and SARs), and in all cases represent the participant’s right to collect any dividends that we declare and pay to our stockholders during

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the term of the dividend equivalent right. Unless an award agreement provides otherwise, the distributions attributable to dividend equivalent rights that are attached to other awards shall occur when shares of our common stock are issued to settle the underlying award.

Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of other than by will or the laws of descent and distribution, except to the extent the administrator permits lifetime transfers to charitable institutions, certain family members, or related trusts, or as otherwise approved by the administrator.

The administrator will equitably adjust the number of shares covered by each outstanding award, and the number of shares that have been authorized for issuance under the 2010 Plan, but as to which no awards have yet been granted or that have been returned to the 2010 Plan upon cancellation, forfeiture, or expiration of an award, as well as the price per share covered by each such outstanding award, to reflect any increase or decrease in the number of issued shares resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the shares of our common stock, or any other increase or decrease in the number of issued shares effected without receipt of consideration by us. In the event of any such transaction or event, the administrator may provide in substitution for any or all outstanding options under the 2010 Plan such alternative consideration, including securities of any surviving entity, as it may in good faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all options so replaced. In any case, such substitution of securities will not require the consent of any person who is granted options pursuant to the 2010 Plan.

In addition, in the event or in anticipation of a change in control, as defined in the 2010 Plan, the administrator may at any time in its sole and absolute discretion and authority, without obtaining the approval or consent of our stockholders or any participant with respect to his or her outstanding awards, except to the extent an award provides otherwise, take one or more of the following actions: (i) arrange for or otherwise provide that each outstanding award will be assumed or substituted with a substantially equivalent award by a successor corporation or a parent or subsidiary of such successor corporation; (ii) accelerate the vesting of awards for any period, and may provide for termination of unexercised options and SARs at the end of that period, so that awards shall vest (and, to the extent applicable, become exercisable) as to the shares of our common stock that otherwise would have been unvested and provide that our repurchase rights with respect to shares of our common stock issued upon exercise of an award shall lapse as to the shares of our common stock subject to such repurchase right; or (iii) arrange or otherwise provide for payment of cash or other consideration to participants in exchange for the satisfaction and cancellation of outstanding awards.

Notwithstanding the above, an award may provide that in the event a participant holding an award assumed or substituted by the successor corporation in a change in control is involuntarily terminated, as defined in the 2010 Plan, by the successor corporation in connection with, or within 12 months following consummation of, the change in control, then any assumed or substituted award held by the terminated participant at the time of termination shall accelerate and become fully vested, and exercisable in full in the case of options and SARs, and any repurchase right applicable to any shares of our common stock shall lapse in full. The acceleration of vesting and lapse of repurchase rights provided for in the previous sentence shall occur immediately prior to the effective date of the participant’s termination. Finally, if we dissolve or liquidate, all awards will immediately terminate, subject to the ability of our board of directors to exercise any discretion that the board of directors may exercise in the case of a change in control.

The term of the 2010 Plan is              years from the date of approval by our stockholders. Our board of directors may from time to time, amend, alter, suspend, discontinue, or terminate the 2010 Plan; provided that no amendment, suspension, or termination of the 2010 Plan shall materially and adversely affect awards already granted unless it relates to an adjustment pursuant to certain transactions that change our capitalization or it is otherwise mutually agreed between the participant and the administrator. An amendment will not become effective without the approval of our stockholders if it increases the number of shares of common stock that may be issued under the 2010 Plan (other than changes to reflect certain corporate transactions and changes in

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capitalization as described above). Notwithstanding the foregoing, the administrator may amend the 2010 plan to eliminate provisions which are no longer necessary as a result of changes in tax or securities laws or regulations, or in the interpretation thereof.

2007 Employee Stock Plan

Certain of our employees hold awards that were made and continue to be outstanding under The Telx Group, Inc. 2007 Employee Stock Plan, which we refer to as the 2007 Plan, and which was initially effective May 1, 2007, and thereafter approved by our stockholders. The 2007 Plan has a ten year term, subject to earlier expiration by our board of directors. No awards will occur after our initial public offering because the 2010 Plan will be the sole source for future equity-based awards.

The 2007 Plan initially authorized grants for 125,000 shares of our common stock, and as of March 1, 2010, awards with respect to 118,235 shares have been issued and settled, and awards with respect to 6,158 shares remain outstanding (with each of the foregoing numbers having been adjusted to reflect our 1-for-10 stock split). All of these awards take the form of options that vest monthly over periods of, normally, 48 months following the employee’s hire date. Terminations of employment for any reason generally result in the forfeiture of all unvested shares. A change in control may result in full vesting of award, their continuation, or their immediate settlement (as determined by our board or the compensation committee).

Our board of directors administers the 2007 Plan except to the extent it delegates that authority to our CEO. Such administration involves broad discretion to interpret the 2007 Plan and to make all determinations that are necessary or advisable for its administration. Our board of directors or an authorized delegate may amend or terminate the 2007 Plan, subject to any applicable stockholder approval requirements. Outstanding awards may also be amended, but such amendments require the consent of any award holder who is adversely affected by the amendment.

Limitations on Liability; Indemnification of Directors and Officers

Our restated certificate of incorporation and our amended and restated bylaws, which will be in effect upon the completion of this offering, contain provisions that limit the personal liability of our directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, our directors will not be personally liable to us or our stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for:

• any breach of the director’s duty of loyalty to us or our stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or

• any transaction from which the director derived an improper personal benefit.

Our restated certificate of incorporation and amended and restated bylaws to be in effect upon the completion of this offering provide that we shall indemnify our directors and officers, in each case to the fullest extent permitted by Delaware law. Our amended and restated bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under the provisions of Delaware law. We expect to enter into agreements to indemnify our directors, executive officers and other employees as determined by our board of directors. With specified exceptions, these agreements will provide for indemnification for related expenses including, among other things,

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attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We believe that these certificate of incorporation and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in our restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In addition to the director and executive officer compensation arrangements discussed above under “Executive Compensation”, the following is a description of transactions since January 1, 2007 to which we have been a party in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or persons or entities affiliated with them, had or will have a direct or indirect material interest.

GI Partners

GI Partners affiliated funds, GI Partners Fund II, L.P. and GI Partners Side Fund II, L.P., which we refer to herein collectively as the GI Partners Funds, own a majority of our outstanding Series A Preferred Stock. The shares of Series A Preferred Stock owned by the GI Partners Funds, together with the shares of common stock owned by the GI Partners Funds, constitute a majority of our outstanding common stock on an as-converted to common stock basis. As of March 1, 2010, GI Partners Funds beneficially owned the substantial majority of our outstanding common stock on an as-converted basis. In connection with our acquisition by the GI Partners Funds in 2006, the GI Partners Funds are parties to several agreements, including, securities purchase agreements, contribution and subscription agreements and/or similar agreements, with us relating to the GI Partners Funds acquisition of our securities.

Howard Park of GI Partners currently serves as the chairman of our board of directors. In addition, Eric Harrison, a former managing director of GI Partners, also serves on our board of directors. Mr. Harrison also served in an uncompensated capacity as a Vice President of the company from January 2007 until February 2007. GI Partners personnel serving, or who have served, as directors and/or officers of us may have certain indemnification rights from us (including, without limitation, under indemnification agreements or other agreements, our certificate of incorporation and/or bylaws).

Management Agreement with GI Manager

On October 3, 2006, we entered into a management agreement with GI Manager L.P., or the GI Manager, an affiliate of both GI Partners Funds, as amended on March 3, 2010, pursuant to which GI Manager agreed to perform certain advisory, financial and management consulting services at the reasonable direction of our board of directors.

Pursuant to the management agreement, as amended, among other things, GI Manager is entitled to an annual management fee, not to exceed $750,000, as determined by our board of directors plus reasonable expenses. In each of the years ended December 31, 2007, 2008 and 2009, GI Manager has waived this fee. In addition to the annual management fee, GI Manager is also entitled to a 1.5% transaction closing fee with respect to any refinancing (other than a refinancing involving an acquisition or distribution), restructuring, equity or debt offering, acquisition, merger, consolidation, business combination, sale or divestiture. Under the management agreement, we also have certain indemnification obligations.

In 2007, we paid GI Manager a closing fee of $500,000 for services in connection with the acquisition of certain assets from NYC Connect, LLC. There have been no other fees owed or paid to GI Manager in 2007, 2008 and 2009 under the management agreement.

The management agreement will terminate immediately upon the date that this registration statement, of which this prospectus forms a part, is declared effective by the SEC.

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Securities Purchase Agreement

On April 11, 2008, we sold an aggregate of 1,524,000 shares (not adjusted for our subsequent 1-for-10 reverse stock split) of Series A Preferred Stock at a per share purchase price of $10 pursuant to a securities purchase agreement. Purchasers of the Series A Preferred Stock were the GI Partners Funds and Telxinvest, LLC. Former and current executive officers and directors, including Mr. Shepcaro, our Chief Executive Officer, Mr. Downie, our President, Chief Financial Officer and Treasurer, Mr. Raymond, our senior vice president, facility acquisition and Mr. Kolman, our executive vice president of sales, collectively own 89% of Telxinvest, LLC. Two of our former employees own the remainder. The following table summarizes purchases of Series A Preferred Stock by the above-listed investors:

Name of Stockholder	Number of Shares of Series A Preferred Stock*
GI Partners Fund II, L.P.	107,205
GI Partners Side Fund II, L.P.	42,795
Telxinvest, LLC	2,400

* Number of shares adjusted for our July 2008 1-for-10 reverse stock split.

Contribution and Subscription Agreement

On March 15, 2007, we entered into a contribution and subscription agreement with the GI Partners Funds pursuant to which we agreed to issue and sell to the GI Partners Funds, in the aggregate, 5,000,000 shares (not adjusted for our subsequent 1-for-10 reverse stock split) of Series A Preferred Stock at a per share contribution price of $10 for a total of $50,000,000 in cash contribution in connection with the acquisition of certain assets from NYC Connect, LLC. In addition, on April 1, 2007, we entered into a contribution and subscription agreement with Telxinvest, LLC pursuant to which we agreed to issue and sell to Telxinvest, LLC 80,000 shares (not adjusted for our subsequent 1-for-10 reverse stock split) of Series A Preferred Stock at a per share purchase price of $10 for a total of $800,000 in cash contribution. $100,000 of the purchase price was paid in April 2008. The following table summarizes the issues of Series A Preferred Stock to the above-listed investors:

Name of Stockholder	Number of Shares of Series A Preferred Stock*
GI Partners Fund II, L.P.	357,340
GI Partners Side Fund II, L.P.	142,660
Telxinvest, LLC	8,000

* Number of shares adjusted for our July 2008 1-for-10 reverse stock split.

GI Partners Funds Bridge Loan

In connection with our acquisition by the GI Partners Funds, we executed two notes on October 3, 2006 with the GI Partners Funds for an aggregate loan amount of $98,000,000 at an interest rate of 10% per year. In 2007, we paid GI Partners Funds $103,715,174 (principal and interest) in the aggregate to extinguish both notes.

Loans

In connection with certain 83(b) elections under the Code by former and current executive officers and directors, we extended loans to two of our former executive officers and Messrs. Shepcaro, Downie, Raymond, Kolman and Terlizzi for an aggregate total of $879,155 (as of March 5, 2010). These loans to our current executive officers are no longer outstanding.

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Stockholders Agreement

We are a party to that certain Second Amended and Restated Stockholders Agreement, effective as of March 15, 2007, among us and certain holders of our common stock and preferred stock, including the GI Partners Funds. The stockholders agreement provides for, among other things, certain rights relating to the registration of the stockholders’ shares of common stock, including those shares issued upon conversion of their preferred stock. See “Description of Capital Stock—Registration Rights” below for additional information.

Digital Realty Trust

As of January 1, 2007, a fund affiliated with GI Partners beneficially owned approximately 12% of Digital Realty Trust. Currently, GI Partners owns 0% of Digital Realty Trust. 10 of our 14 leased facilities are leased to us by Digital Realty Trust, representing 28.1% of our total facility space. The initial terms of these Digital Realty Trust leases expire in 2026, and we have options to extend them through 2046. Generally, under these Digital Realty Trust leases, we are obligated to pay a certain percentage of facility specific annual gross revenue that exceeds a stipulated threshold. We paid Digital Realty Trust an aggregate total of $9.8 million in 2007, $12.3 million in 2008 and $16.3 million in 2009 in lease payments.

In connection with the lease agreements, we entered into an operating agreement with Digital Realty Trust and its affiliates, effective as of December 1, 2006, pursuant to which we agreed to joint sales and marketing efforts. In addition, Digital Realty Trust agreed to provide us with an option to lease certain newly acquired or converted buildings and provided us with a $2.4 million alteration allowance. This alteration allowance serves to fund any alterations we request to be made in the facilities we lease from Digital Realty Trust. We have agreed to repay the alteration allowance as supplemental rent payments over a 10 year period at an interest rate of 10% per annum compounded monthly upon substantial completion of the requested alteration. In addition, in connection with the lease agreements, we entered into a management agreement with Digital Realty Trust and its affiliates, effective as of December 1, 2007, pursuant to which we agreed to provide Digital Realty Trust with certain management services in exchange for a management fee of one percent of rents actually collected by us.

Pursuant to a stock option agreement effective as of November 20, 2006 and thereafter amended and restated on March 15, 2007, we granted Digital Realty Trust an option, and certain preemptive rights, to acquire approximately 10% of our Series A Preferred Stock. This option, and the preemptive rights, expired unexercised on October 3, 2008.

Indemnification Agreements

We expect to enter into indemnification agreements with each of our directors and officers. The indemnification agreements and our restated certificate of incorporation and amended and restated bylaws will require us to indemnify our directors and officers to the fullest extent permitted by Delaware law. See “Executive Compensation—Limitation on Liability and Indemnification Matters.”

Director Independence

For a discussion of the independence of our directors, please see “Management—Board of Directors” above.

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Other Transactions

ThePlanet.com Internet Services, Inc., or The Planet, provides us with certain IT hosting services pursuant to a service agreement. GI Partners affiliated funds, directly or indirectly, own a supermajority of the outstanding Series A Preferred Stock of The Planet and the shares of Series A Preferred Stock and common stock owned by the GI Partners affiliated funds (directly or indirectly) constitute a majority of The Planet’s outstanding common stock on an as-converted to common stock basis. Our chairman of the board, Howard Park, sits on the board of directors of The Planet. We paid The Planet approximately $124,795, $75,355 and $0 in 2009, 2008 and 2007, respectively.

Policies and Procedures for Related Party Transactions

We expect that pursuant to our audit committee charter, to be in effect upon completion of this offering, our audit committee will be responsible for reviewing and approving in advance any related party transaction. Prior to the completion of this offering, our full board of directors will review all material related party transactions.

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will amend our code of conduct and ethics, which we expect will include a formal policy that our executive officers, directors, and principal stockholders, including their immediate family members and affiliates, will not be permitted to enter into a related party transaction with us without the prior consent of our audit committee, or other independent members of our board of directors in the case it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Any request for us to enter into a transaction with an executive officer, director, principal stockholder, or any of such persons’ immediate family members or affiliates, in which the amount involved exceeds $100,000 must first be presented to our audit committee for review, consideration and approval. All of our directors, executive officers and employees will be required to report to our audit committee any such related party transaction. In approving or rejecting the proposed agreement, our audit committee shall consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, the risks, costs and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a director’s independence. Our audit committee shall approve only those agreements that, in light of known circumstances, are in, or are not inconsistent with, our best interests, as our audit committee determines in the good faith exercise of its discretion. All of the transactions described above were entered into prior to the adoption of this policy. Upon completion of this offering, we will post the full text of the code on our website.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our common stock as of                     , 2010, subject to certain assumptions set forth in the footnotes and as adjusted to reflect the sale of the shares of our common stock offered in this offering under this prospectus for:

• each stockholder, or group of affiliated stockholders, who we know beneficially owns more than 5% of the outstanding shares of our common stock;

• each of our current directors;

• each of our named executive officers;

• all of our current directors and current executive officers as a group; and

• each of the selling stockholders.

Beneficial ownership is determined in accordance with rules of the SEC and generally includes any shares over which a person exercises sole or shared voting and/or investment power. Shares of common stock subject to options and warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of the common stock listed below, based on information furnished by them, have sole voting and investment power with respect to the number of shares listed opposite their names.

Applicable percentage ownership in the following table is based on                      shares of common stock outstanding as of                     , 2010, which gives effect to the conversion of all outstanding shares of preferred stock into                      shares of common stock upon completion of this offering.

The table and footnotes set forth the number of shares held by, and the percentage beneficial ownership of, each selling stockholder based on shares of common stock outstanding upon completion of this offering, assuming no exercise of the underwriters’ over-allotment option to purchase up to an aggregate of                  shares of our common stock.

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Unless otherwise indicated, the address of each of the individuals named below is The Telx Group, Inc., 1 State Street, 21^st Floor, New York, New York 10004.

	Shares Beneficially Owned Prior to the Offering		Shares Being Offered(1)	Shares Beneficially Owned After the Offering
Name of Beneficial Owner	Number	Percent (%)		Number	Percent
5% Stockholders
GI Partners Fund II, L.P.(2)
GI Partners Side Fund II, L.P.(2)
Named Executive Officers and Directors
Eric Shepcaro(3)
Christopher W. Downie(3)
J. Todd Raymond(3)
William Kolman(3)
Michael Terlizzi(3)
Howard Park(2)
Eric Harrison
Daniel H. Schulman
All directors and executive officers as a group (8 persons)
Other Selling Stockholders
Telxinvest, LLC(4)

 * less than 1%.

(1) Assumes no exercise of the underwriters’ over-allotment option.

(2) Includes 1,357,896 and 542,103 shares of our Series A Preferred Stock held by GI Partners Fund II, L.P. and GI Partners Side Fund II, L.P., respectively, which will convert into                  and                  shares of our common stock, respectively, immediately prior to the closing of this offering. The general partner of the GI Partners Funds is GI GP I L.P., a Delaware limited partnership. GI GP LLC, a Delaware limited liability company, is the general partner of GI GP I, L.P. GI Manager L.P., a Delaware limited partnership, is the manager of the GI Partners Funds. GI GP LLC is the general partner of GI Manager L.P. Howard Park, our chairman of the board, is a Managing Director at GI Partners. The address for the GI Partners Funds is 2180 Sand Hill Road, Suite 210, Menlo Park, California 94025.

(3) Does not include an aggregate of 179,541 shares of Series B Contingent Preferred Stock beneficially owned by Messrs. Shepcaro, Downie, Raymond, Kolman and Terlizzi. Immediately prior to this offering, each outstanding share of Series B Contingent Preferred Stock will convert into between zero and one share of Series B Convertible Preferred Stock (the precise rate of conversion will be based on the internal rate of return of the GI Partners Funds investment in Telx as set forth in our current amended and restated certificate of incorporation). The outstanding shares of Series B Convertible Preferred will then immediately convert into our common stock. However, in the event that the GI Partners Funds does not reach a minimum return threshold as provided for in our current amended and restated certificate of incorporation, the Series B Contingent Preferred Stock will not convert at all.

(4) Represents 30,400 shares of our Series A Preferred Stock. Former and current executive officers and directors, including Mr. Shepcaro, our Chief Executive Officer and member of our board of directors, Mr. Downie, our President, Chief Financial Officer and Treasurer, Mr. Raymond, our senior vice president, facility acquisition, and Mr. Kolman, our executive vice president of sales, collectively own 89% of Telxinvest, LLC. Two of our former employees own the remainder.

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DESCRIPTION OF CAPITAL STOCK

The following is a summary of our capital stock and certain provisions of our restated certificate of incorporation and amended and restated bylaws, each of which will be in effect upon the closing of this offering. This summary does not purport to be complete and is qualified in its entirety by the provisions of the restated certificate of incorporation and amended and restated by-laws, copies of which will be filed as exhibits to the registration statement of which this prospectus is a part, and by the provisions of applicable law.

Upon the closing of this offering, our authorized capital stock will consist of              million shares of common stock, $0.0001 par value per share, and              million shares of undesignated preferred stock, $0.0001 par value per share.

Common Stock

As of             , there were             shares of common stock outstanding, held of record by approximately              stockholders after giving effect to the conversion of all of our outstanding shares of preferred stock into shares of common stock. There will be             shares of common stock outstanding (assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options) after giving effect to the sale of the shares of common stock offered by this prospectus.

The holders of common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect all of the directors standing for election. Subject to preferences that may be applicable to any preferred stock outstanding at the time, the holders of outstanding shares of common stock are entitled to receive ratably any dividends declared by our board of directors out of assets legally available. See the section entitled “Dividend Policy.” Upon our liquidation, dissolution or winding up, holders of our common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preference of any then outstanding shares of preferred stock. Holders of common stock have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are, and all shares of common stock to be outstanding upon completion of this offering will be, fully paid and nonassessable.

Preferred Stock

Immediately prior to the closing of this offering, all outstanding shares of our preferred stock will be converted into shares of common stock. Pursuant to our restated certificate of incorporation, our board of directors will have the authority, without further action by the stockholders, to issue from time to time up to              shares of preferred stock, in one or more series. Our board will determine the rights, preferences, privileges, and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms, and the number of shares constituting any series or the designation of any series, any or all of which may be greater than or senior to the rights of the common stock. The issuance of preferred stock could adversely affect the voting power of holders of common stock and reduce the likelihood that such holders will receive dividend payments and payments upon liquidation, and the likelihood that holders of preferred stock will receive dividend payments and payments upon liquidation may have the effect of delaying, deterring or preventing a change in control, which could depress the market price of our common stock. We have no current plan to issue any shares of preferred stock.

Warrants

In connection with our acquisition of certain assets of GreatAccess.com, Inc., on May 28, 2008, we issued a warrant to GreatAccess.com, Inc. to purchase 10,000 shares of our common stock at an exercise price of $4.00

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per share (after adjustment for our July 2008 1-for-10 reverse stock split, the warrant is exercisable to purchase 1,000 shares of our common stock at an exercise price of $40.00 per share.) This warrant has an initial term of seven years from the issue date. It is anticipated that these warrants will be exercised prior to the closing of this offering.

In 2001, we issued a warrant to DSR Holdings III, LLC. After adjustments for reverse stock splits and taking into account the impact of our acquisition by the GI Partners Funds, this warrant has no economic value, since the exercise of the warrant, at a cost to the warrantholder of approximately $112,000, would yield less than $100,000 of cash as the warrantholder’s sale proceeds.

Registration Rights

Upon completion of this offering, and after the expiration of the lock-up agreements described in the section entitled “Shares Eligible for Future Sale,” holders of the substantial majority of our common stock will be entitled to rights to register the shares held by them under the Securities Act pursuant to registration rights granted to such holders of these securities. If we propose to register any of our securities under the Securities Act, either for our own account or for the account of others, the holders of these shares are entitled to notice of the registration and are entitled to include, at our expense, their shares of common stock in the registration and any related underwriting, provided, among other conditions and limitations, that the underwriters may limit the number of shares to be included in the registration and in some cases exclude these shares entirely.

In addition, the holders of these shares may require us to file a registration statement under the Securities Act with respect to their shares of common stock, and we will be required to use our best efforts to effect the registration. See the section entitled “Shares Eligible for Future Sale.”

Anti-Takeover Provisions Under Our Charter and Bylaws and Delaware Law

Certain provisions of Delaware law, our restated certificate of incorporation and our amended and restated bylaws, which will be in effect upon the completion of this offering, contain provisions that could have the effect of delaying, deferring or discouraging another party from acquiring control of us. These provisions, which are summarized below, may have the effect of discouraging coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquiror outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

Restated Certificate of Incorporation; Amended and Restated Bylaws

We expect that our restated certificate of incorporation and our amended and restated bylaws, which will be in effect upon the closing of this offering, will contain provisions that could have the effect of delaying, deterring or preventing another party from acquiring control of us. These provisions and certain provisions of Delaware law, which are summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate more favorable terms with an unfriendly or unsolicited acquiror outweigh the disadvantages of discouraging a proposal to acquire us.

Undesignated Preferred Stock.    As discussed above, our board of directors has the ability to issue, without stockholder approval, preferred stock with voting or other rights or preferences as may be fixed by the board of directors that could impede the success of any takeover attempt. This and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company.

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Limitations on the Ability of Stockholders to Act by Written Consent or Call a Special Meeting.    We expect to provide in our restated certificate of incorporation that our stockholders may not act by written consent. The inability of our stockholders to act by written consent may lengthen the amount of time required to take stockholder actions. As a result, a holder controlling a majority of our capital stock would not be able to amend our bylaws or remove directors without holding a meeting of our stockholders called in accordance with our bylaws.

In addition, our restated certificate of incorporation and amended and restated bylaws provide that special meetings of the stockholders may be called only by the chairperson of our board of directors, the chief executive officer, the president or the board of directors. A stockholder may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals.    Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror’s own slate of directors or from otherwise attempting to obtain control of our company.

Board Classification.    Our board of directors is divided into three classes, one class of which is elected each year by our stockholders. The directors in each class will serve for a three-year term. For more information on the classified board, see “Management—Board of Directors.” A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time-consuming for stockholders to replace a majority of the directors on a classified board.

Board Vacancies Filled Only by Majority of Directors.    Vacancies and newly created seats on our board may be filled only by a majority of the number of then-authorized members of our board of directors. Only our board of directors may determine the number of directors on our board. The inability of stockholders to determine the number of directors or to fill vacancies or newly created seats on our board of directors makes it more difficult to change the composition of our board of directors, but these provisions promote a continuity of existing management.

No Cumulative Voting.    The DGCL provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless our restated certificate of incorporation provides otherwise. Our restated certificate of incorporation and amended and restated bylaws do not expressly provide for cumulative voting.

Directors Removed Only for Cause.    Our restated certificate of incorporation provides for the removal of directors only for cause and only upon the affirmative vote of the holders of a supermajority of our outstanding capital stock entitled to vote generally in the election of directors.

Amendment of Charter Provisions.    The amendment of certain of the above provisions in our restated certificate of incorporation and our amended and restated bylaws requires approval by holders of at least two-thirds of our outstanding capital stock entitled to vote generally in the election of directors.

Delaware Anti-Takeover Statute.    We are subject to Section 203 of the DGCL, or DGCL Section 203, which regulates corporate acquisitions. DGCL Section 203 prevents certain Delaware corporations, including those whose securities are listed on The Nasdaq Global Market, from engaging, under certain circumstances, in a business combination with any interested stockholder for three years following the date that such stockholder became an interested stockholder. For purposes of DGCL Section 203, a business combination includes, among other things, a merger or consolidation involving us and the interested stockholder and the sale of 10% or more of our assets. In

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general, DGCL Section 203 defines an interested stockholder as any entity or person owning 15% or more of our outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person. A Delaware corporation may opt out of DGCL Section 203 with an express provision in its original certificate of incorporation or an express provision in its certificate of incorporation or bylaws resulting from amendments approved by the holders of at least a majority of the corporation’s outstanding voting shares. We have not opted out of the provisions of DGCL Section 203. This provision has an anti-takeover effect with respect to transactions not approved in advance by our board of directors, including discouraging takeover attempts that might result in a premium over the market price for our shares.

The provisions of Delaware law, our restated certificate of incorporation and our amended and restated bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Transfer Agent and Registrar

We expect that the transfer agent and registrar for the common stock will be American Stock Transfer & Trust Company. The transfer agent’s address is 59 Maiden Lane, New York, New York 10038 and its telephone number is (800) 937-5499.

Nasdaq Global Market

We will apply to list our common stock on The Nasdaq Global Market under the symbol “TELX.”

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DESCRIPTION OF INDEBTEDNESS

The key terms of our credit agreements, as amended, are described below. These descriptions are not complete and are qualified in their entirety by reference to the complete texts of the credit agreements and subsequent amendments, copies of which have been filed as exhibits to this registration statement, of which this prospectus forms a part.

56 Marietta, Atlanta, Georgia, Project Financing

General

On March 8, 2007, (i) Colo Properties Atlanta, LLC (“Colo Properties”), an indirect, but wholly owned subsidiary of Telx Real Estate Holdings, LLC (our wholly owned subsidiary), entered into a Loan Agreement with UBS Real Estate Securities, Inc. (“UBS”) pursuant to which UBS made a $60,000,000 loan to Colo Properties (the “Colo Properties Mortgage Loan”) and (ii) CP Atlanta, LLC (“CP Atlanta”), the parent entity to Colo Properties, entered into a Mezzanine Loan Agreement with UBS pursuant to which UBS made a $20,000,000 mezzanine loan to CP Atlanta (the “CP Atlanta Mezzanine Loan”).

On August 10, 2007, (i) Colo Properties and UBS entered into an Amended and Restated Loan Agreement with respect to the Colo Properties Mortgage Loan, (ii) CP Atlanta and UBS entered into an Amended and Restated Mezzanine A Loan Agreement with UBS pursuant to which the CP Atlanta Loan was reduced to $10,000,000 (the “CP Atlanta Mezzanine A Loan”), and (iii) CP Atlanta II, LLC (“CP Atlanta II”), the parent entity of CP Atlanta, entered into a Mezzanine Loan Agreement with UBS pursuant to which UBS made an additional $10,000,000 mezzanine loan to CP Atlanta II (the “CP Atlanta II Mezzanine B Loan”), the proceeds of which were contributed to CP Atlanta and used to pay down CP Atlanta Mezzanine Loan as provided in (ii) above. The loan agreements for the Colo Properties Mortgage Loan and the CP Atlanta Mezzanine A Loan were further amended on December 19, 2007 to reallocate the respective interest rates of the Colo Properties Mortgage Loan and the CP Atlanta Mezzanine A Loan (although the blended rate for the loans remained the same). The Colo Properties Mortgage Loan, CP Atlanta Mezzanine A Loan and the CP Atlanta II Mezzanine B Loan are sometimes referred to collectively herein as the “56 Marietta Loans.”

In or around December 2007, UBS’s interest as lender of the CP Atlanta Mezzanine A Loan was transferred by UBS to Fillmore East UBS Finance Subsidiary, LLC, and UBS’s interest as lender of the CP Atlanta II Mezzanine B Loan was transferred by UBS to I&G Mezzanine 17, LLC.

Maturity Date

The original maturity date of the 56 Marietta Loans was March 9, 2009. The borrowers had three one-year extension options. The borrowers have exercised the first two of these extensions extending the current maturity date of the 56 Marietta Loans to March 9, 2011, with one option to extend the maturity for an additional year still remaining.

Interest Rates/Payments

The non-default interest rates under the 56 Marietta Loans are calculated at a rate equal to LIBOR plus a spread. The spreads are 142.5 basis points for the Colo Properties Mortgage Loan, 450 basis points for the CP Atlanta Mezzanine A Loan and 375 basis points for the CP Atlanta II Mezzanine B Loan, for a blended spread of 210 basis points for the 56 Marietta Loans on an aggregated basis. Payments of interest only are payable monthly under each of the 56 Marietta Loans.

Outstanding Principal Balances of Loans

The entire initial principal balances of the 56 Marietta Loans remain outstanding as of March 1, 2010.

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Security/Guaranties

The Colo Properties Mortgage Loan is secured by a first priority mortgage encumbering the approximately 153,000 square foot datacenter facility owned by Colo Properties located at 56 Marietta Street in Atlanta, Georgia (the “56 Marietta Facility”) and corresponding assignments of lease, rents and proceeds.

The CP Atlanta Mezzanine A Loan is secured by a pledge by CP Atlanta of 100% of the member interests in Colo Properties. The CP Atlanta II Mezzanine B Loan is secured by a pledge by CP Atlanta II of 100% of the member interests in CP Atlanta.

We have executed Guaranties of Recourse Obligations and Environmental Indemnities in favor of the lenders of the 56 Marietta Loans whereby we (i) guaranty any required Mandatory Repayments (as described below); (ii) guaranty certain standard non-recourse carve-out obligations of the borrowers under the loan documents for the 56 Marietta Loans and (iii) indemnify the lenders with respect to certain potential environmental liabilities related to the 56 Marietta Project.

Mandatory Repayments

The lenders may require the respective borrowers to make mandatory principal reduction payments of $6,000,000 for the Colo Properties Mortgage Loan and $2,000,000 for each of the CP Atlanta Mezzanine A Loan and the CP Atlanta II Mezzanine B Loan (the “Mandatory Repayments”) if (i) our leverage ratio (ratio of total debt to total assets) exceeds fifty percent (50%) or (ii) the revenue derived from the 56 Marietta Project for a quarter declines by more than fifteen percent (15%) from the previous quarter.

Covenants

The loan agreements for the 56 Marietta Loans contain affirmative and restrictive covenants of the borrowers, including covenants to maintain single purpose entity status and certain operating and leasing covenants and restrictions with respect to the 56 Marietta Project.

Our guaranties include covenants by us to maintain a net worth of at least $25,000,000 and a leverage ratio (ratio of total debt to total assets) of no more than fifty percent (50%).

Events of Default

The events of default under each of the 56 Marietta Loans include payment defaults; failure to pay taxes or certain other charges; breaches of representations, warranties or covenants; cross defaults to certain other indebtedness or material contracts; failure to maintain certain insurance policies; failure to maintain a bankruptcy-remote structure; failure to cooperate with the lenders in a securitization of the loans; failure to obtain or maintain certain interest rate protection agreements; insolvency related proceedings; attempting to assign the loan agreements; and our failure to maintain a required net worth threshold. The occurrence of an event of default could result in the termination of the lenders’ obligation to make loans, acceleration of the loan parties’ obligations under the loan agreements, an increase in the interest rate, and foreclosure on the mortgaged property and other collateral.

Interest Rate Protection Agreements

We are required by the 56 Marietta Loan agreements to manage the interest rate risk on the 56 Marietta Loans. Each of the borrowing entities under the 56 Marietta Loans entered into interest rate cap agreements to lock in a maximum cost of funds for its respective loan. As required by the 56 Marietta Loan documents, three rate cap agreements have been procured and maintained that provide for a LIBOR cap rate of 6.5% with respect to the full principal amount of each of the 56 Marietta Loans. The current agreements expire on March 15, 2011. The effect of the arrangements is to reduce interest rate risks and to manage interest expense by placing a cap on the interest rate payable under the loans. Each of the borrowing entities under the 56 Marietta Loans has assigned as collateral its interests under the interest rate cap agreements for the benefit of the respective lenders of the 56 Marietta Loans.

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Secured Credit Facility

General

In September 2007, telx—New York Holdings, LLC (our wholly owned subsidiary) and three of its subsidiaries (collectively, the “New York Borrowers”) entered into a senior secured credit agreement with CIT Lending Services Corporation (“CIT”), as agent, and certain lenders. The credit agreement initially permitted the New York Borrowers to borrow up to $31,000,000, comprised of a $25,000,000 term loan and a $6,000,000 revolving credit facility (including letters of credit). In March 2009, the New York Borrowers amended and restated the credit agreement to provide for an additional $15,000,000 of term loan borrowings. In June and September 2009, the New York Borrowers entered into amendments to the credit agreement, under which the lenders extended certain deadlines to request further expansions to the facility, among other things.

On October 9, 2009, the New York Borrowers entered into another amendment to the credit agreement to further increase the permitted term loan borrowings by $10,000,000. The credit agreement now permits the New York Borrowers to borrow up to $56,000,000, in total principal amount. As of December 31, 2009, $43,993,995 in term loans and $6,000,000 in revolving loans and letters of credit were outstanding under the credit agreement. As permitted by the credit agreement, telx – New York Holdings, LLC has distributed approximately $48,795,217 of the total borrowings to us, which we have used, or reserved for use, as expansion capital and for other corporate purposes. All outstanding amounts under the revolving loan facility will be due and payable December 30, 2011. All outstanding amounts under the term loan will be due and payable on December 30, 2011.

Security

The New York Borrowers’ obligations under the credit facility are secured by a pledge of substantially all their personal property.

Interest and Fees

The non-default interest rates for the loans under the credit agreement are determined either by (i) LIBOR (for the applicable interest period) plus the applicable margin (a “LIBOR Loan”), or at our election, (ii) a prime-based rate (equal to the greatest of (a) the Federal Funds effective rate plus 0.50%, (b) the prime rate published in the Wall Street Journal and (c) LIBOR (using a one-month period) based rate plus 1.0%), plus the applicable margin (a “Base Rate Loan”). The applicable margin is 5.25% for a Base Rate Loan and 6.25% for a LIBOR Loan. The credit agreement provides for an interest rate floor of 2.75%. Under the credit facility, the New York Borrowers are required to pay annually an unused revolving commitment fee of 0.50% times the amount by which the revolving loan commitment exceeds the average daily balance of the outstanding revolving loans and letters of credit. The New York Borrowers are also required to pay CIT, an annual administrative management fee of either $35,000 or $50,000, depending on the number of lenders then party to the credit agreement.

The credit agreement provides for certain mandatory principal prepayments, including certain payments if the New York Borrowers’ cash flow exceeds certain levels. We made $500,000, $1,900,000, $2,500,000 and $3,700,000 excess cash flow payments in August 2008, February 2009, August 2009 and February 2010, respectively.

Covenants

The credit agreement contains restrictive covenants, including financial covenants requiring the New York Borrowers, collectively, to maintain a maximum leverage ratio and a minimum fixed charge coverage and interest coverage ratios. The credit agreement restricts the New York Borrowers’ ability to, among other things, pay dividends, incur debt, grant liens, make investments, merge with or acquire other companies, sell assets or enter into affiliate transactions. The negative covenants in the credit agreement are subject to certain exceptions described in the agreement. We are in compliance with the covenants of the credit agreement as of March 15, 2010.

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Events of Default

The events of default under the credit facility include payment defaults; breaches of representations, warranties or covenants; cross defaults to certain other indebtedness; challenging the validity or enforceability of the credit agreement and related documents; insolvency related proceedings; judgments for the payment of money; losses with respect to any pledged collateral in excess of $1,000,000 not covered by insurance; certain ERISA events; and changes of control. Under the terms of the credit agreement, a change of control is deemed to occur if (a) GI Partners ceases to own or control at least 66 ²/3% of our voting securities, subject to certain exceptions, (b) the composition of our board of directors changes such that GI Partners controls less than a majority of our board of directors or (c) all or substantially all of any of the New York Borrowers assets are sold or transferred. The occurrence of an event of default could result in the termination of the lenders’ obligation to make loans, acceleration of the New York Borrowers’ obligations under the credit agreement, an increase in the interest rate, a requirement to post cash collateral to secure outstanding letter of credit obligations, and foreclosure on the New York Borrowers’ pledged assets.

Interest Rate Hedging Agreement

As required by the credit agreement, the New York Borrowers have entered into certain interest rate hedging agreements to reduce interest rate risks and to manage interest expense. These hedging agreements hedge the interest rate with respect to at least 50% of the principal amount of the term loan under the credit agreement.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of substantial amounts of our common stock in the public market could adversely affect the prevailing price of our common stock from time to time or impair our ability to raise equity capital in the future.

Upon completion of this offering, we will have outstanding an aggregate of                      shares of common stock, assuming the conversion of all outstanding shares of preferred stock into common stock immediately prior to the closing of this offering and assuming no exercise of the underwriters’ over-allotment option and no exercise of outstanding options or warrants. Of these shares, all                      of the shares sold in this offering by us and the selling stockholders, plus any shares sold upon exercise of the underwriters’ over-allotment option, will be freely tradable without restriction or further registration under the Securities Act, unless these shares are purchased by affiliates. The remaining                      shares of common stock held by existing stockholders are “restricted securities” as that term is defined in Rule 144 under the Securities Act or are subject to the contractual restrictions described below. Restricted securities may be sold in the public market only if registered or if the transaction qualifies for an exemption from registration described below under Rules 144 or 701 promulgated under the Securities Act.

“Restricted” shares and shares subject to the contractual restrictions described below will be available for sale in the public market as follows:

•              shares will be eligible for sale upon completion of this offering; and

•              shares will be eligible for sale upon the expiration of the lock-up agreements, described below, beginning 180 days after the date of this prospectus.

In addition, of the                      shares of our common stock that were subject to stock options outstanding as of March 1, 2010, options to purchase 58,091 shares of common stock were vested as of March 1, 2010 and will be eligible for sale 180 days following the effective date of this offering. In addition, as of March 1, 2010, warrants to purchase 1,000 shares of our common stock with a weighted average exercise price of $40.00 were outstanding (excluding warrants without any economic value).

Lock-Up Agreements and Obligations

Certain of our officers, directors and stockholders, who together hold         % of our outstanding common stock as of                     , 2010, have agreed, subject to certain exceptions, not to offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right, or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into shares or exercisable or exchangeable for shares of our common stock, or enter into any swap or other arrangement for transfer to another, in whole or in part, any of the economic consequences of ownership of our common stock, for a period of at least 180 days after the date of this prospectus. Transfers or dispositions can be made sooner only in certain circumstances or with the prior written consent of Goldman, Sachs & Co. and Deutsche Bank Securities Inc. Goldman, Sachs & Co. and Deutsche Bank Securities Inc. may release any of the shares subject to these lock-up agreements at any time without notice.

Rule 144

In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to

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the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

In general, under Rule 144 as currently in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell upon expiration of the lock-up agreements described above, within any three-month period beginning 90 days after the date of this prospectus, a number of shares that does not exceed the greater of:

• 1% of the number of shares of common stock then outstanding, which will equal approximately              shares immediately after this offering; or

• the average weekly trading volume of the common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 of the Securities Act, as currently in effect, permits any of our employees, officers, directors, consultants or advisors who purchase or receive shares from us pursuant to a written compensatory plan or contract to resell such shares in reliance upon Rule 144, but without compliance with certain restrictions. Subject to any applicable lock-up agreements, Rule 701 provides that affiliates may sell their Rule 701 shares under Rule 144 beginning 90 days after the date of this prospectus without complying with the holding period requirement of Rule 144 and that non-affiliates may sell such shares in reliance on Rule 144 beginning 90 days after the date of this prospectus without complying with the holding period, public information, volume limitation or notice requirements of Rule 144.

Registration Rights

Upon completion of this offering, the holders of an aggregate of              shares of our common stock, or their transferees, will be entitled to rights with respect to the registration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of such registration.

Form S-8 Registration Statements

Following the completion of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register the shares of our common stock that are issuable pursuant to our equity incentive plans. See the section entitled “Management—Equity Benefit Plans.” Subject to the lock-up agreements described above, other contractual lock-up obligations set forth in the grant agreements under each such plan and any applicable vesting restrictions, shares registered under these registration statements will be available for resale in the public market immediately upon the effectiveness of these registration statements, except with respect to Rule 144 volume limitations that apply to our affiliates.

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MATERIAL U.S. FEDERAL TAX CONSIDERATIONS

The following is a general discussion of material U.S. federal income and estate tax considerations relating to the acquisition, ownership and disposition of our common stock that may be relevant to holders who hold shares of our common stock as capital assets. This discussion is based on currently existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect or proposed on the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations.

This discussion is for general information only and does not address all of the tax considerations that may be relevant to specific holders in light of their particular circumstances or to holders subject to special treatment under U.S. federal tax laws (such as certain financial institutions, regulated investment companies, real estate investment trusts, partnerships or other pass-through entities, insurance companies, tax-exempt entities, retirement plans, brokers or dealers in securities, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons liable for alternative minimum tax, persons owning, actually or constructively, 10% or more of our stock for United States federal income tax purposes, expatriates, persons who hold our common stock as part of a straddle, hedge, conversion transaction or other risk-reduction or integrated investment, controlled foreign corporations, passive foreign investment companies, foreign personal holding companies, companies that accumulate earnings to avoid U.S. federal income tax, taxpayers whose functional currency is not the U.S. dollar, and persons who hold or receive our common stock as compensation).

This discussion does not address the U.S. state and local or non-U.S. tax considerations relating to the acquisition, ownership and disposition of our common stock.

As used in this discussion, the term “U.S. holder” means a beneficial owner of our common stock that is for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or of any state or political subdivision thereof or therein, including the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of the source thereof; or

• a trust, if (a) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions of the trust or (b) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

The term “non-U.S. holder” means a beneficial owner of our common stock that is not a U.S. holder.

An individual may, subject to certain exceptions, be deemed to be a resident of the United States for a calendar year by reason of being present in the United States for at least 31 days in such calendar year and for an aggregate of at least 183 days during a three-year period ending with such current calendar year (counting for such purposes all of the days present in such current calendar year, one-third of the days present in the immediately preceding calendar year, and one-sixth of the days present in the second preceding calendar year).

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, we suggest that you consult your own tax advisor as to the particular U.S. federal income and estate tax consequences applicable to you.

Prospective purchasers are urged to consult their own tax advisors as to the particular tax considerations applicable to them relating to the acquisition, ownership and disposition of our common stock, including the applicability of U.S. federal, state or local tax laws or non-U.S. tax laws, any changes in applicable tax laws and any pending or proposed legislation or regulations.

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U.S. Holders

Dividends

Dividends paid on shares of our common stock will be treated as dividends for United States federal income tax purposes to the extent they are paid by us out of our current or accumulated earnings and profits and will be includible in gross income by a U.S. holder upon receipt. To the extent that the amount of any dividend paid on shares of our common stock exceeds our current and accumulated earnings and profits, such excess will be treated first as a return of capital, which will be applied against and reduce your adjusted tax basis (but not below zero) in such shares of our common stock. This reduction in tax basis will increase any gain, or reduce any loss, realized by you on a subsequent sale, exchange or other disposition of such shares. To the extent that the amount of any dividend paid on shares of our common stock exceeds our current and accumulated earnings and profits, the portion of such excess that is not treated as a return of capital will be taxed as capital gain.

Under current law, any dividend paid will be eligible for the dividends-received deduction, if received by a qualifying corporate U.S. holder that meets the holding period and other requirements for the dividends-received deduction. If you are an individual, dividends received by you on a share of our common stock will generally be subject to a reduced maximum United States federal income tax rate of 15% for taxable years beginning prior to January 1, 2011, after which the rate applicable to dividends is scheduled to return to the tax rate generally applicable to ordinary income. To qualify for such reduced rate, you must have held the shares of common stock for more than 60 days during the 121-day period beginning 60 days prior to the ex-dividend date.

In general, for purposes of meeting the holding period requirements for both the dividends-received deduction and the reduced maximum tax rate on dividends described above, you may not count towards your holding period any period in which you (a) have the option to sell, are under a contractual obligation to sell, or have made (and not closed) a short sale of shares of our common stock or substantially identical stock or securities, (b) are the grantor of an option to buy shares of our common stock or substantially identical stock or securities or (c) otherwise have diminished your risk of loss by holding one or more positions with respect to substantially similar or related property. United States Treasury Regulations provide that a taxpayer has diminished its risk of loss on stock by holding a position in substantially similar or related property if the taxpayer is the beneficiary of a guarantee, surety agreement or similar arrangement that provides for payments that will substantially offset decreases in the fair market value of the stock. In addition, the Code disallows the dividends-received deduction as well as eligibility for the reduced maximum tax rate on dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You are advised to consult your own tax advisor regarding the implications of these rules in light of your particular circumstances.

If you are a corporation, you should consider the effect of Section 246A of the Code, which reduces the dividends-received deduction allowed with respect to “debt-financed portfolio stock.” The Code also imposes a 20% alternative minimum tax on corporations. In some circumstances, a portion of dividends subject to the dividends-received deduction will serve to increase a corporation’s minimum tax base for purposes of the alternative minimum tax. In addition, a corporate shareholder may be required to reduce its tax basis in stock with respect to certain “extraordinary dividends”, as provided under Section 1059 of the Code, and individual United States holders will be subject to special rules in the event that they receive “extraordinary dividends” that are subject to the reduced maximum rate of tax for dividends. You should consult your own tax advisor in determining the application of these rules in light of your particular circumstances.

Sale, Exchange or Other Disposition

Upon a sale, exchange or other disposition of our common stock, a U.S. holder will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale, exchange or other disposition and such U.S. holder’s adjusted tax basis in the share of our common stock. Such gain or loss will be capital gain

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or loss and will be long-term capital gain or loss if your holding period for such share of our common stock exceeds one year. Under current law, if you are an individual, net long-term capital gain realized by you is subject to a reduced tax rate for United States federal income tax purposes of 15%. This rate is currently scheduled to increase after 2010. The deduction of capital losses is subject to limitations.

Information Reporting and Backup Withholding Tax

In general, dividends on our common stock and payments of the proceeds of a sale, exchange or other disposition of our common stock paid to a U.S. holder may be subject to information reporting. Certain U.S. holders may be subject to backup withholding tax (currently at a rate of 28% through 2010) on payments made on or with respect to our common stock if such U.S. holder fails to supply a correct taxpayer identification number or otherwise fails to comply with applicable U.S. information reporting or certification requirements. Certain persons are exempt from backup withholding including, in certain circumstances, corporations and financial institutions.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a U.S. holder will be allowed as a refund or a credit against such U.S. holder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service (the “IRS”). U.S. holders should consult their own tax advisors regarding the filing of a U.S. tax return for claiming a refund of such backup withholding.

Non-U.S. Holders

Dividends

We or a withholding agent will have to withhold U.S. federal withholding tax from the gross amount of any dividends paid to a non-U.S. holder at a rate of 30%, unless (a) an applicable income tax treaty reduces or eliminates such tax, and a non-U.S. holder claiming the benefit of such treaty provides to us or such agent proper IRS documentation, or (b) the dividends are effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States and the non-U.S. holder provides to us or such agent proper IRS documentation. In the latter case, such non-U.S. holder generally will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual and corporate rates applicable to U.S. persons. A distribution will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined under the Code. Any distribution not constituting a dividend will be treated first as reducing your basis in your shares of common stock and, to the extent it exceeds your basis, as capital gain.

Additionally, a non-U.S. holder that is a corporation could be subject to a branch profits tax on effectively connected dividend income at a rate of 30% (or at a reduced rate under an applicable income tax treaty). Dividends that are effectively connected with your conduct of a trade or business but that under an applicable income tax treaty are not attributable to a U.S. permanent establishment maintained by you may be eligible for a reduced rate of U.S. withholding tax under such treaty, provided you comply with certification and disclosure requirements necessary to obtain treaty benefits.

In addition, where dividends are paid to a non-U.S. holder that is a partnership or other pass-through entity, persons holding an interest in the entity may need to provide certification claiming an exemption or reduction in withholding under an applicable income tax treaty. If a non-U.S. holder is eligible for a reduced rate of U.S. federal withholding tax pursuant to an income tax treaty, such non-U.S. holder may obtain a refund of any excess amount withheld by filing an appropriate claim for refund with the IRS.

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Sale, Exchange or Other Disposition

Generally, a non-U.S. holder will not be subject to U.S. federal income tax on gain realized upon the sale, exchange or other disposition of our common stock unless:

• such non-U.S. holder is an individual present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition and certain other conditions are met;

• the gain is effectively connected with such non-U.S. holder’s conduct of a trade or business in the United States (and, under certain income tax treaties, is attributable to a U.S. permanent establishment of such non-U.S. holder); or

• we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes (which we believe we are not and have never been, and do not anticipate we will become) and the non-U.S. holder holds or has held, directly or indirectly, at any time within the shorter of the five-year period preceding such sale, exchange or disposition or the period that such non-U.S. holder held our common stock, more than 5% of our common stock).

If the first exception applies, the non-U.S. holder generally will be subject to U.S. federal income tax at a rate of 30% (or at a reduced rate under an applicable income tax treaty) on the amount by which capital gains allocable to U.S. sources (including gains from the sale, exchange or other disposition of our common stock) exceed capital losses allocable to U.S. sources. If the second or third exception applies, the non-U.S. holder generally will be subject to U.S. federal income tax with respect to such gain in the same manner as a U.S. citizen or corporation, as applicable, unless otherwise provided in an applicable income tax treaty, and a non-U.S. holder that is a corporation could also be subject to a branch profits tax on such gain at a rate of 30% (or at a reduced rate under an applicable income tax treaty). If the gain from the sale or disposition of your shares is effectively connected with your conduct of a trade or business in the United States but under an applicable income tax treaty is not attributable to a permanent establishment you maintain in the United States, your gain may be exempt from U.S. tax under the treaty.

Information Reporting and Backup Withholding Tax

We must report annually to the IRS the amount of dividends or other distributions we pay to you on your shares of common stock and the amount of tax we withhold on these distributions regardless of whether withholding is required. The IRS may make copies of the information returns reporting those distributions and amounts withheld available to the tax authorities in the country in which you reside pursuant to the provisions of an applicable income tax treaty or exchange of information treaty. Backup withholding tax (at a rate equal to 28% through 2010 and 31% after 2010) may also apply to payments made to a non-U.S. holder on or with respect to our common stock, unless the non-U.S. holder certifies as to its status as a non-U.S. holder under penalties of perjury or otherwise establishes an exemption, and certain other conditions are satisfied.

Information reporting and backup withholding generally are not required with respect to the amount of any proceeds from the sale of your shares of common stock outside the United States through a foreign office of a foreign broker that does not have certain specified connections to the United States. However, if you sell your shares of common stock through a U.S. broker or the U.S. office of a foreign broker, the broker will be required to report the amount of proceeds paid to you to the IRS and also perform backup withholding on that amount unless you provide appropriate certification to the broker of your status as a non-U.S. holder or you otherwise establish an exemption. Information reporting will also apply if you sell your shares of common stock through a foreign broker deriving more than a specified percentage of its income from U.S. sources or having certain other connections to the United States, unless such broker has documenting evidence in its records that you are a non-U.S. holder and certain other conditions are met or you otherwise establish an exemption.

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Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder will be allowed as a refund or a credit against such non-U.S. holder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the IRS. Non-U.S. holders should consult their own tax advisors regarding the filing of a U.S. tax return for claiming a refund of such backup withholding.

Federal Estate Tax

Common stock owned or treated as owned by an individual who is not a citizen or resident (as defined for U.S. federal estate tax purposes) of the United States at the time of his or her death generally will be included in the individual’s gross estate for U.S. federal estate tax purposes and therefore may be subject to U.S. federal estate tax unless an applicable estate tax treaty provides otherwise. Under current law for 2010 only, there is no U.S. federal estate tax. There is a possibility, however, of the retroactive reinstatement of the U.S. federal estate tax for 2010. Under current law, in 2011, the U.S. federal estate tax will be fully reinstated.

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UNDERWRITING

The company, the selling stockholders and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman, Sachs & Co. and Deutsche Bank Securities Inc. are the representatives of the underwriters.

Underwriters	Number of Shares
Goldman, Sachs & Co.
Deutsche Bank Securities Inc.
RBC Capital Markets Corporation
Oppenheimer & Co. Inc.
Piper Jaffray & Co
SunTrust Robinson Humphrey, Inc.
Total

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

If the underwriters sell more shares than the total number set forth in the table above, the underwriters have an option to buy up to              additional shares from the company and/or the selling stockholders. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by the company and the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional              shares.

Paid by the Company	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Paid by the Selling Stockholders	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $             per share from the initial public offering price. If all the shares are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

The company and its officers, directors, and holders of substantially all of the company’s common stock, including the selling stockholders, have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of the representatives. This agreement does not apply to any existing equity incentive plans, securities issued upon the exercise of options or upon the exercise, conversion or exchange of exercisable, convertible or exchangeable securities outstanding as of the date hereof, issuances of

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securities in connection with mergers or acquisitions we may make in an aggregate amount not to exceed 5% of our fully diluted stock outstanding after the closing of this offering and other customary exceptions. See “Shares Eligible for Future Sale” for a discussion of certain transfer restrictions.

The 180-day restricted period described in the preceding paragraph will be automatically extended if: (1) during the last 17 days of the 180-day restricted period the company issues an earnings release or announces material news or a material event; or (2) prior to the expiration of the 180-day restricted period, the company announces that it will release earnings results during the 15-day period following the last day of the 180-day period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or material event.

Prior to this offering, there has been no public market for the shares. The initial public offering price has been negotiated among the company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the company’s historical performance, estimates of the business potential and earnings prospects of the company, an assessment of the company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to quote the common stock on The Nasdaq Global Market under the symbol “TELX”.

In connection with this offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in this offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional shares from the company and/or the selling stockholders in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option granted to them. “Naked” short sales are any sales in excess of such option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in this offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of this offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the company’s stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on The Nasdaq Global Market, in the over-the-counter market or otherwise.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from

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and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public in that Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances which do not require the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of shares to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to the company; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or

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indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for 6 months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

The company and the selling stockholders estimate that their share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $            .

The company and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the company, for which they received or will receive customary fees and expenses. In particular, the affiliates of each of RBC Capital Markets Corporation and SunTrust Robinson Humphrey, Inc. are lenders under the company’s revolving credit facility and term loan and have received and will receive fees from the company.

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LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of common stock offered hereby will be passed upon for us by Paul, Hastings, Janofsky & Walker, LLP, New York, New York. Certain legal matters in connection with this offering will be passed upon for the underwriters by Cravath, Swaine & Moore LLP, New York, New York.

EXPERTS

The consolidated financial statements and schedule of The Telx Group, Inc. and subsidiaries as of December 31, 2009 and 2008, and for each of the years in the three-year period ended December 31, 2009, have been included herein and in the registration statement in reliance upon the report of KPMG LLP, an independent registered public accounting firm, appearing elsewhere herein, and upon the authority of such firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock we are offering under this prospectus. As permitted under the rules and regulations of the SEC, this prospectus does not contain all of the information set forth in the registration statement and exhibits and schedules to the registration statement. You should refer to the registration statement and its exhibits and schedule for additional information. Statements contained in this prospectus as to the contents of any contract, agreement or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract, agreement or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

Copies of the registration statement, including its exhibits and schedule, may be examined without charge at the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549. Information about the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0300. Copies of all or a portion of the registration statement may be obtained from the Public Reference Room of the SEC upon payment of prescribed fees. Our SEC filings, including our registration statement are also available to you, free of charge, on the SEC’s website at www.sec.gov.

Upon completion of this offering, we will be subject to the information and reporting requirements of the Securities Exchange Act of 1934, as amended, and we will file reports, proxy statements and other information with the SEC. We will make available to our stockholders annual reports containing financial statements audited by our independent registered public accounting firm and quarterly reports for the first three quarters of each fiscal year containing unaudited interim financial information.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

OF THE TELX GROUP, INC.

	Page
Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Cash Flows	F-5
Consolidated Statements of Stockholders’ Equity and Comprehensive Loss	F-6
Notes to Consolidated Financial Statements	F-7
Financial Statement Schedules:
Schedule II — Valuation and Qualifying Accounts	F-37

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

The Telx Group, Inc.:

We have audited the accompanying consolidated balance sheets of The Telx Group, Inc. and subsidiaries (“the Company”) as of December 31, 2009 and 2008, and the related consolidated statements of operations, stockholders’ equity and comprehensive loss, and cash flows for each of the years in the three-year period ended December 31, 2009. In connection with our audits of the consolidated financial statements, we also have audited the consolidated financial statement schedule II. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and the consolidated financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Telx Group, Inc. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/    KPMG LLP

New York, New York

March 18, 2010

F-2

THE TELX GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	December 31,
	2009			2008
Assets
Cash and cash equivalents	$	40,655		$	22,638
Accounts receivable, net of allowance for bad debt of $578 and $349		5,429			7,801
Current deferred tax asset		314			153
Prepaid expenses		1,375			1,671
Loans due from officers, current		102			102
Other current assets		1,988			1,488
Total current assets		49,863			33,853
Property and equipment, net (Note 9)		70,078			46,017
Goodwill		149,153			149,153
Intangible assets, net (Note 8)		20,834			36,606
Cash—restricted		4,694			4,713
Prepaid rent		5,990			6,102
Loans due from officers, non-current		828			888
Other assets		1,982			2,970
Total assets	$	303,422		$	280,302
Liabilities and Stockholders’ Equity
Accounts payable	$	3,414		$	5,551
Accrued expenses		9,084			6,278
Customer security deposits		1,268			870
Deferred revenue		3,709			3,000
Current portion of capital lease and other financing obligations (Note 10)		916			437
Current portion of mortgage and loans payable (Note 10)		13,301			9,352
Total current liabilities		31,692			25,488
Customer security deposits, less current portion		270			483
Deferred rent		24,144			16,341
Deferred revenue, less current portion		1,750			2,006
Deferred tax liability, net		3,923			2,774
Capital lease and other financing obligations, less current portion (Note 10)		4,620			3,104
Mortgage and loans payable, less current portion (Note 10)		116,693			101,046
Total liabilities		183,092			151,242
Commitments and contingencies (see Note 18)
Stockholders’ Equity
Preferred stock, Series A, par value $0.0001 per share; 2,300,000 shares authorized at December 31, 2009 and 2008; 1,930,399 shares issued and outstanding shares at December 31, 2009 and 2008, respectively		—			—
Preferred stock, Series B, par value $0.0001 per share; 253,223 shares authorized at December 31, 2009 and 2008; 240,354 and 248,322 shares issued and outstanding at December 31, 2009 and 2008, respectively		—			—
Common stock, par value $0.0001 per share; 4,500,000 shares authorized at December 31, 2009 and 2008; 706 and 224 shares issued and outstanding at December 31, 2009 and 2008, respectively.		—			—
Additional paid-in capital		204,682			203,493
Accumulated deficit		(84,352	)		(74,433	)
Total stockholders’ equity		120,330			129,060
Total liabilities and stockholders’ equity	$	303,422		$	280,302

See accompanying notes to the consolidated financial statements

F-3

THE TELX GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

	Years Ended December 31,
	2009			2008			2007
Revenues	$	98,335		$	70,038		$	50,762
Costs and operating expenses
Cost of revenues		60,577			41,701			31,766
Sales and marketing		23,753			36,826			31,976
General and administrative		15,607			14,805			14,321
Total costs and operating expenses		99,937			93,332			78,063
Loss from operations		(1,602	)		(23,294	)		(27,301	)
Interest income		374			396			612
Interest expense		(7,221	)		(7,380	)		(9,769	)
Other expense		(12	)		(330	)		(739	)
Loss before income taxes		(8,461	)		(30,608	)		(37,197	)
Income tax benefit (expense)		(1,458	)		(772	)		811
Net loss		(9,919	)		(31,380	)		(36,386	)
Less: preferred dividends		(24,452	)		(21,743	)		(17,676	)
Net loss available for common stockholders	$	(34,371	)	$	(53,123	)	$	(54,062	)
Net loss per share:
Basic and diluted loss per share	$	(63,066	)	$	(290,290	)	$	(540,620	)
Weighted average common shares outstanding:
Basic and diluted		545			183			100

See accompanying notes to the consolidated financial statements

F-4

THE TELX GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2009			2008			2007
Cash flows from operating activities:
Net loss	$	(9,919	)	$	(31,380	)	$	(36,386	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		5,914			2,297			2,911
Amortization of intangibles assets		15,772			29,959			28,649
Amortization of deferred financing fees		1,017			1,143			697
Stock-based compensation		1,179			919			379
Bad debt expense		1,002			1,226			231
Deferred tax liability, net		988			772			(811	)
Changes in operating assets and liabilities:
Accounts receivable		1,370			(3,182	)		(4,670	)
Restricted cash		19			(33	)		(3,351	)
Prepaid expenses and other current assets		(32	)		(2,381	)		1,132
Other assets		1,498			612			(430	)
Accounts payable		(2,137	)		(602	)		4,941
Customer security deposits		185			463			27
Accrued expenses		2,806			3,191			(2,478	)
Deferred revenue		453			4,666			(578	)
Deferred rent		7,803			7,175			5,020
Net cash provided by (used in) operating activities		27,918			14,845			(4,717	)
Cash flows from investing activities:
Purchases of property and equipment		(28,982	)		(13,595	)		(7,356	)
Purchase of noncontrolling interest		—			—			(2,250	)
Purchase of NYCC, including transaction costs		—			—			(46,045	)
Advance payments to vendors for equipment purchases		—			(907	)		—
Net cash used in investing activities		(28,982	)		(14,502	)		(55,651	)
Cash flows from financing activities:
Payments of financing cost		(1,527	)		(155	)		(2,457	)
Payments on capital lease obligations		(578	)		—			—
Proceeds from loans		26,769			232			111,000
Debt repayments		(5,593	)		(803	)		(98,000	)
Proceeds from issuances of Series A preferred stock		—			15,213			50,000
Proceeds from subscriptions receivable for Series A preferred stock		—			100			700
Proceeds from common stock option exercise by employee		10			3			—
Net cash provided by financing activities		19,081			14,590			61,243
Net increase in cash and cash equivalents		18,017			14,933			875
Cash and cash equivalents at beginning of period		22,638			7,705			6,830
Cash and cash equivalents at end of period	$	40,655		$	22,638		$	7,705
Supplemental disclosures of cash flow information:
Interest paid		6,056			6,323			8,693
Income taxes paid		362			407			212
Rents paid		24,509			19,139			14,020
Supplemental cash flow information of non-cash activities:
Assets acquired through capital leases		994			1,111			—

See accompanying notes to the consolidated financial statements

F-5

THE TELX GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

AND COMPREHENSIVE LOSS

YEARS ENDED DECEMBER 31, 2009, 2008, AND 2007

(in thousands, except share data)

	Series A preferred			Series B preferred				Common stock			Additional paid-in capital		Comprehensive loss			Accumulated deficit			Total
	Shares	Amount		Shares		Amount		Shares	Amount
Balances at December 31, 2006	1,269,999	$	—	98,537		$	—	100	$	—	$	134,322	$	—		$	(6,667	)	$	127,655
Issuance of capital stock in NYCC transaction	500,000		—	—			—	—		—		50,000		—			—			50,000
Sale of shares to Telxinvest	8,000		—	—			—	—		—		800		—			—			800
Compensation expense for:
Issuance of Series B preferred stock	—		—	142,686			—	—		—		270		—			—			270
Issuance of common stock options to employees	—		—	—			—	—		—		109		—			—			109
Issuance of stock options for Series A preferred stock in connection with the lease agreement	—		—	—			—	—		—		1,835		—			—			1,835
Net loss for the year ended December 31, 2007	—		—	—			—	—		—		—	$	(36,386	)		(36,386	)		(36,386	)
													$	(36,386	)
Balances at December 31, 2007	1,777,999	$	—	241,223		$	—	100	$	—	$	187,336				$	(43,053	)	$	144,283
Proceeds from issuance of Series A preferred stock, net of related costs	152,400		—	—			—	—		—		15,213		—			—			15,213
Exercise of common stock options	—		—	—			—	124		—		3		—			—			3
Compensation expense for:
Forfeitures of Series B preferred stock	—		—	(4,901	)		—	—		—		—		—			—			—
Issuance of Series B preferred stock	—		—	12,000			—	—		—		588		—			—			588
Issuance of common stock options to employees	—		—	—			—	—		—		331		—			—			331
Issuance of warrants to purchase fixed assets	—		—	—			—	—		—		22								22
Net loss for the year ended December 31, 2008	—		—	—			—	—		—		—	$	(31,380	)		(31,380	)		(31,380	)
													$	(31,380	)
Balances at December 31, 2008	1,930,399	$	—	248,322		$	—	224	$	—	$	203,493				$	(74,433	)	$	129,060
Exercise of common stock options	—		—	—			—	482		—		10		—			—			10
Compensation expense for:
Forfeitures of Series B preferred stock	—		—	(7,968	)		—	—		—		—		—			—			—
Issuance of Series B preferred stock	—		—	—			—	—		—		611		—			—			611
Issuance of common stock options to employees	—		—	—			—	—		—		568		—			—			568
Net loss for the year ended December 31, 2009	—		—	—			—	—		—		—	$	(9,919	)		(9,919	)		(9,919	)
													$	(9,919	)
Balances at December 31, 2009	1,930,399	$	—	240,354		$	—	706	$	—	$	204,682				$	(84,352	)	$	120,330

See accompanying notes to the consolidated financial statements

F-6

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share data)

(1) Organization and Nature of Operations

The Telx Group, Inc. (the Company) operates secure, environmentally controlled facilities in which network providers and bandwidth consumers place their equipment and converge their networks to conduct business with each other (Interconnection Services). As of December 31, 2009, the Company operated leased facilities throughout the United States of America and owns and operates a building in Atlanta, Georgia. The Company’s customers include international and domestic telecommunication companies, Internet service providers, media companies, and enterprises.

The Company was incorporated under the laws of the State of Delaware on August 3, 2000 as CSP Holdings, Inc. (CSP). On December 1, 2000, CSP acquired certain assets of Telx Communications Corporation (renamed CRO Corp.) and began operations as Telx. In May 2004, the Company purchased a 12-story interconnection/datacenter facility in downtown Atlanta, Georgia, and related customer leases and contracts, leasehold improvements, time deposits, and all intellectual property. In September 2006, the holders of the Company’s common stock and Class A Preferred Stock approved and adopted an agreement and plan of merger by and among the Company, GI Partners Fund II, L.P. (GI Fund II), GI Partners Side Fund II, L.P. (Side Fund II and together with GI Fund II, the GI Partners Funds), and a wholly owned subsidiary of the GI Partners Funds created specifically for the merger. On October 3, 2006, the wholly owned subsidiary of the GI Partners Funds merged into the Company and the Company was the surviving entity (the GI Transaction). In connection with this transaction, the GI Partners Funds issued a $98,000 demand note to the Company, which bore an interest rate of 10% per annum and had a maximum one year term. In 2007, this loan was fully repaid with proceeds of debt financing (see Note 10).

Prior to December 1, 2006, the Company’s operating facilities included leased premises at 60 Hudson Street in New York, New York and the Company’s owned building at 56 Marietta Street in Atlanta, Georgia. Effective December 1, 2006, the Company entered into lease agreements with affiliates of Digital Realty Trust, Inc. (Digital Realty Trust), under which the Company’s subsidiaries leased space in certain buildings owned by Digital Realty Trust or its affiliates (the Digital Realty Trust Transaction). Under the terms of each lease agreement, the Company’s subsidiaries became the exclusive Interconnection Services provider for the building covered by such lease and the existing Interconnection customer agreements were assigned by Digital Realty Trust to the Company. Pursuant to this transaction, the Company leases and operates interconnection area facilities in the following Digital Realty Trust properties: 300 JFK Boulevard East, Weehawken, NJ; 113 North Myers Street, Charlotte, NC; 36 NE 2nd Street, Miami, FL; 350 East Cermak Road, Chicago, IL; 600 South Federal, Chicago, IL; 2323 Bryan Street, Dallas, TX; 200 Paul Avenue, San Francisco, CA; 600 West 7th Street, Los Angeles, CA; 1100 Space Park Drive, Santa Clara, CA, and; 120 East Van Buren Street, Phoenix, AZ (see Note 18).

On March 15, 2007, Telx – New York 111 8th, LLC, a wholly owned subsidiary of the Company formed specifically for the purpose, entered into an asset purchase agreement to acquire certain assets and assume certain related liabilities of NYC Connect, LLC located at 111 8th Avenue, New York, New York. The purchase price was $45,190 and was funded through the sale of $50,000 of additional Series A Preferred Stock to the GI Partners Funds (see Note 5).

Various additional leases were entered into during the normal course of business in 2007, 2008 and 2009 to expand the Company’s business operations (see Note 18).

F-7

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(2) Basis of Presentation and Summary of Significant Accounting Policies

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (GAAP). The following is a summary of significant accounting policies used in the preparation of the accompanying consolidated financial statements.

(a) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The consolidated financial statements reflect the balances and results of operations of NYC Connect, LLC (acquired by Telx-New York 111 8th, LLC) from the acquisition date in March 2007 (see Note 5).

(b) Use of Estimates

The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include the carrying amount of property and equipment, goodwill and intangible assets, valuation allowances for receivables, stock based payments, and deferred income taxes. These estimates and assumptions are based on management’s best estimate and judgment. Management evaluates its estimates and assumptions on an on-going basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

(c) Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturity of three months or less from date of purchase to be cash equivalents. Cash equivalents consist of money market instruments.

(d) Restricted Cash

Restricted cash represents deposits maintained with financial institutions as collateral for open letters of credit issued on behalf of the Company for certain operating leases and as collateral for its debt (see Note 10). The availability of the funds in those accounts is subject to restrictions for specific use. Deposit amounts held as collateral for debt obligations can vary on an ongoing basis and may require annual budget approval by the lender. The Company’s restricted cash balances were $4,694 and $4,713 as of December 31, 2009 and 2008, respectively, and are reflected as Cash-restricted in the accompanying consolidated balance sheets.

F-8

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(e) Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, and accounts receivable. The Company maintains cash and cash equivalents primarily with one financial institution, and such deposits may exceed federal deposit insurance limits.

The Company’s customers are concentrated in the United States of America. The Company performs ongoing credit evaluations of its customers and requires collateral from some customers where considered appropriate. Collateral is in the form of customer deposits, payments for services are generally due on the first day of the month to which services relate, and standard customer contracts contain a right to retain customer equipment in case of nonpayment of an accounts receivable balance.

For the years ended December 31, 2009 , 2008 and 2007, the top five customers accounted for 15%, 19% and 17% of revenues, respectively, and only one customer accounted for more than 5% of revenues or accounts receivable, respectively. No customer accounted for more than 10% of revenues or accounts receivables in any of these periods.

At December 31, 2009 and December 31, 2008, the Company’s New York City operations accounted for 58% and 58% of the accounts receivable, respectively, and for the years ended December 31, 2009, 2008 and 2007, respectively, the Company generated 53%, 56% and 55% of its revenues from the New York City operations, respectively.

As of December 31, 2009 and 2008, the Company had outstanding commitments of $135,530 and $113,939 due to lenders. These commitments are primarily for the Company’s mortgage and term loan (see Note 10). As described above, the Company leases ten of its facilities from Digital Realty Trust, which represents the major commitments under operating leases (see Note 18).

(f) Accounts Receivable and Allowance for Doubtful Accounts

Receivables are stated net of the allowance for doubtful accounts of $578 and $349 as of December 31, 2009 and 2008, respectively. The Company extends credit to its customers in the normal course of business. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible trade receivables. Bad debt is provided for on the allowance method based on historical experience and management’s periodic evaluation of outstanding accounts receivable for each individual customer. Management analyzes accounts receivable, bankruptcy filings, historical bad debts, customer credit-worthiness, and changes in customer payment patterns when evaluating revenue recognition and the adequacy of the Company’s reserves. Actual results could differ from these estimates. Receivables are charged against their respective allowance accounts when deemed to be uncollectible.

(g) Customer Security Deposits

The Company collects security deposits from certain customers based on a credit review of the customer. Security deposits are classified as short term when the underlying customer contract is scheduled to renew within the next twelve months or the customer contract has a month-to-month term.

(h) Property and Equipment

Property and equipment are stated at cost or fair value at date of acquisition for acquired property and equipment. Depreciation is calculated when the asset is placed in service on the straight-line method

F-9

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

over the estimated useful lives of the assets as shown below. In the case of leasehold improvements, depreciation is calculated on the straight-line method over the shorter of the estimated useful life of the asset or the lease term. Maintenance and repairs are expensed as incurred.

	Estimated useful life
Furniture and fixtures	5 years
Leasehold improvements	2 – 40 years
Building	25 years
Colocation equipment	3 – 15 years

(i) Impairment of Long-Lived Assets

Long-lived assets such as property and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company had no impairments of long-lived assets in any of the periods presented.

(j) Goodwill and Other Intangible Assets

Goodwill represents the amount by which the purchase price, including acquisition costs, exceeds the fair value of identifiable tangible and intangible assets and liabilities acquired in a purchase business combination. The Company accounts for its goodwill and other intangible assets under Accounting Standards Codification (ASC) FASB ASC Topic 350-20 Goodwill and FASB ASC Topic 350-30 General Intangibles Other than Goodwill. Goodwill and intangible assets acquired in a purchase business combination and determined to have an indefinite useful life are not amortized, but instead are tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value amount of these assets might not be fully recoverable. The goodwill impairment test involves a two-step approach. The first step involves a comparison of the fair value of each of the reporting units with its carrying amount. If the carrying amount of a reporting unit exceeds it fair value, the second step is performed. The second step involves a comparison of the implied fair value and carrying value of that reporting unit’s goodwill. To the extent that a reporting unit’s carrying amount exceeds the implied fair value of its goodwill, an impairment loss is recognized. Besides goodwill, the Company has no other intangible assets with indefinite lives. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, and reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company completed its annual impairment reviews as of September 30, 2009, 2008 and 2007 and determined that no impairment charge was required.

(k) Deferred Financing Fees

Deferred financing fees represent the direct costs of the issuance of the UBS Mortgage Debt and the CIT Loans (see Note 10). The deferred financing fees are amortized over the term of the respective financing arrangement as additional interest expense. The gross and accumulated amortization of deferred financing fees approximated $2,785 and $1,486, respectively, as of December 31, 2009 and

F-10

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

$1,258 and $597, respectively, as of December 31, 2008. The increase in the gross balances represents additional costs associated with the amendments to the CIT Loan in April and October 2009. Interest expense related to the amortization of these costs were $1,017, $1,143 and $697 for the years ended December 31, 2009, 2008 and 2007, respectively.

(l) Leases

The Company occupies all but one of its operating facilities and offices under various leases, which are accounted for as operating leases in accordance with FASB ASC Topic 840 Leases. The leases include scheduled base rent increases over the term of the leases. The Company recognizes rent expense from operating leases with periods of free and scheduled rent increases on a straight-line basis over the applicable lease term. The Company considers lease renewals when such renewals are reasonably assured. From time to time, the Company may receive construction allowances from its lessors. In accordance with the requirements of FASB ASC Topic 840, these amounts are recorded as deferred liabilities and amortized over the remaining lease term as an adjustment to rent expense.

In connection with the Digital Realty Trust Transaction, the Company issued an option to purchase the Company’s preferred stock to Digital Realty Trust. This option has been accounted for as a lease incentive. The grant date fair value of the option is being recognized as rent expense over the 20-year term of the Digital Realty Trust leases in accordance with FASB ASC Topic 718 Compensation—Stock Compensation. This option expired unexercised on October 3, 2008.

The Company leases certain equipment under capital lease agreements. The assets held under capital leases and the related obligations are recorded at the lesser of the present value of aggregate future minimum lease payments, including estimated bargain purchase options, or the fair value of the assets held under capital lease. The related assets are depreciated over the shorter of the terms of the leases, or the estimated useful lives of the assets.

(m) Accounting for Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, which requires that all stock-based compensation be recognized as an expense in the consolidated financial statements and that such cost be measured as the fair value of the award at the grant dates and also requires that any excess tax benefits related to stock-based compensation exercises be reflected as financing cash flows rather than operating cash flows.

The Company recognizes compensation costs on a straight-line basis over the requisite service period for the entire award. The Company uses the Black-Scholes-Merton option-pricing model to determine the fair value of stock-based awards. The determination of the fair value of stock-based awards is based on a number of complex and subjective assumptions. These assumptions include the dividend yield of the underlying security, the expected volatility of the underlying security, a risk-free interest rate, the expected term of the option, and the forfeiture rate for the award class. The Company engaged a third-party independent valuation specialist to assist the Company in estimating the fair value of the underlying securities for all stock-based awards issued in 2009, 2008 and 2007.

If factors change and if the Company employs different assumptions for estimating stock-based compensation expense in future periods, or if it decides to use a different valuation model in the future, the expense in future periods may differ significantly from what has been recorded in the current period, which may materially affect operating results, net income or loss, and net income or loss per share of common stock.

F-11

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(n) Derivative Financial Instruments

Derivative instruments are recorded in the consolidated balance sheet as either assets or liabilities and measured at fair value. Changes in fair value are recognized in earnings. Pursuant to the UBS Mortgage Debt and the CIT Loans, the Company utilizes interest rate derivatives to manage its interest costs and its balancing of floating rate and fixed rate financings. The counterparties to these agreements in each case are financial institutions with credit ratings acceptable to the lenders. The interest rate differentials to be paid or received under such derivatives and the changes in the fair value of the instruments are recognized and recorded as adjustments to interest expense. The principle objectives of the derivative instruments are to minimize the risks and reduce the expenses associated with financing activities. The Company did not enter into derivative instruments for trading purposes.

A derivative is an instrument whose value is derived from an underlying instrument or index such as a future, forward, swap, option contract, or other financial instrument with similar characteristics, including certain derivative instruments embedded in other contracts, or embedded derivatives, and for hedging activities.

The Company has entered into interest rate cap agreements to lock in a maximum cost of funds for portions of its debt (Interest Rate Cap Agreement). These transactions did not meet the requirements to be accounted for as “hedging”. FASB ASC Topic 815 Derivatives and Hedging (including Hybrid Financial Instruments) establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position and measure those instruments at fair value. At December 31, 2009, the Company had assets of $50 representing the fair market value of such derivatives. The Company has not entered into derivatives for trading purposes (see Note 19(c)).

(o) Advertising Costs

Advertising costs are charged to expense in the period incurred. Advertising costs for the years ended December 31, 2009, 2008 and 2007 were $161, $176 and $196, respectively, and are included in sales and marketing expenses.

(p) Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

The Company adopted new accounting principles on accounting for uncertain tax positions in accordance with FASB ASC Topic 740 Income Taxes, which prescribes a recognition threshold and measurement attribute for the financial recognition and measurement of a tax position taken or expected to be taken on a tax return. It requires that the Company determine whether the benefits of its tax positions will more likely than not be sustained upon audit based on the technical merits of its tax

F-12

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

position. Guidance is also provided on derecognition, classification, interest and penalties, accounting in interim periods, and disclosure. The adoption of this principal under FASB ASC Topic 740 resulted in no cumulative effect of a change in accounting principle being recorded on the Company’s consolidated financial statements. The Company continued its policy of recognizing penalties and interest related to recognized tax positions, if any, as a component of income tax expense.

(q) Revenue Recognition

The Company generates recurring revenue from providing colocation and interconnection services. More than 90% of its revenues are provided from these recurring revenues. The remaining revenues are nonrecurring and consist of installation services and technical support.

Colocation services are generally governed by the terms and conditions of a master service agreement (MSA). Customers typically execute an MSA for one to three year terms. The Company bills customers on a monthly basis and recognizes the revenue as those services are performed over the term of the agreement. Installation services for colocation services are recognized on a straight-line basis over the average life of the customer relationship.

Interconnection services are generally provided on either a month-to-month or one or multi-year term under an arrangement separate from those services provided under colocation services. Interconnection services include port and cross connect services. Port services are typically sold on a one year or multi-year term and revenue is recognized in a manner similar to colocation services. Cross connect services are typically sold on a month-to-month basis. These interconnection services are considered as a separate earnings process that is provided and completed on a month-to-month basis. The Company bills customers on a monthly basis and recognizes the revenue in the period the service is provided. Installation service revenue for these cross connect services is recognized in the period when the installation is complete. The earning process from cross connect installation is culminated in the month the installation is complete.

Technical support services are provided on a time and materials basis and are billed and recognized in the period services are provided.

Revenue is recognized only when the service has been provided and when there is persuasive evidence of an arrangement, the fee is fixed or determinable, and collection of the receivable is reasonably assured. The Company regularly assesses collectability of accounts receivable from customers based on a number of factors, including prior history with the customer and the credit status of the customer. If the Company determines that collection of revenue from a customer is not reasonably assured, the Company does not recognize revenue until collection becomes reasonably assured, which is generally upon receipt of cash. Sales tax collected from customers on certain services and products are remitted to the applicable taxing authorities and accounted for on a net basis with no impact on revenue.

(r) Loss per share

Basic net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common stock shares outstanding during the period less the weighted average of the unvested common shares subject to the right of repurchase. Diluted net loss per common share is computed by giving effect to all potential dilutive common shares, including options, common stock subject to repurchase, warrants and convertible preferred stock. Basic and dilutive net loss per common share was the same for all periods as the impact of potentially dilutive securities was anti-dilutive.

F-13

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(s) Reclassifications

Certain prior year balances were reclassified to conform to current year presentation.

(t) Segment information

The Company manages its business as one reportable segment. Although the Company provides services in several locations throughout the United States, these operations are considered one reportable segment because the chief operating decision maker manages the business and allocates resources as a single reporting unit. The nature of the business activities in each of the Company’s facilities, including the type of products and services provided and the type of customers purchasing such services are substantially the same.

(u) Recently Issued Accounting Standards

In March 2008, the Financial Accounting Standards Board (FASB) issued FASB ASC Topic 815, Derivatives and Hedging. FASB ASC Topic 815 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for, and (c) derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. FASB ASC Topic 815 is effective for fiscal years, and interim periods within those fiscal years, beginning after November 15, 2008. Accordingly, the Company adopted FASB ASC Topic 815 beginning in fiscal 2009. The adoption of FASB ASC Topic 815 did not have a significant impact on the Company’s consolidated financial statements.

In April 2008, the FASB issued FASB ASC Topic 350-30 General Intangibles Other than Goodwill. FASB ASC Topic 350-30 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB ASC Topic 350-10. This change is intended to improve the consistency between the useful life of a recognized intangible asset under FASB ASC Topic 350-10 and the period of expected cash flows used to measure the fair value of the asset under FASB ASC Topic 805-10 and other US GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date. FASB ASC 350-30 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FASB ASC Topic 350-30 did not have a significant impact on the Company’s consolidated financial statements.

Effective January 1, 2009, the Company adopted the remaining provisions of FASB ASC Topic 820, Fair Value Measurements and Disclosures, related to fair-value measurements of certain nonfinancial assets and liabilities. The adoption of the remaining provisions of FASB ASC Topic 820 did not have a material impact on the Company’s consolidated financial statements.

In May 2009, the FASB issued new guidance for subsequent events. The new guidance, which is part of FASB ASC Topic 855, Subsequent Events is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its

F-14

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new guidance is effective for fiscal years and interim periods ended after June 15, 2009 and will be applied prospectively. The adoption of the new guidance did not have a material effect on the Company’s consolidated financial statements. The Company evaluated subsequent events through the date the accompanying consolidated financial statements were issued, which was March 18, 2010.

In August 2009, the FASB issued Accounting Standards Update (ASU) No. 2009-05, Measuring Liabilities at Fair Value (ASU 2009-05). ASU 2009-05 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, by providing additional guidance clarifying the measurement of liabilities at fair value. ASU 2009-05 applies to the fair value measurement of liabilities within the scope of FASB ASC Topic 820 and addresses several key issues with respect to estimating fair value of liabilities. Among other things, ASU 2009-05 clarifies how the price of a traded debt security (an asset value) should be considered in estimating the fair value of the issuer’s liability. ASU 2009-05 is effective for the first reporting period beginning after its issuance. The adoption of ASU 2009-05 did not have a material impact on the Company’s consolidated financial statements.

In September 2009, the Company adopted FASB ASC Topic 105, Generally Accepted Accounting Principles. FASB ASC Topic 105 establishes the FASB Accounting Standards Codification^TM (Codification) to become the source of authoritative U.S. generally accepted accounting principles (U.S. GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. FASB ASC Topic 105 and the Codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

In October 2009, the FASB issued ASU No. 2009-13, Multiple-Deliverable Revenue Arrangements. ASU 2009-13 supersedes certain guidance in FASB ASC Topic 605-25, Multiple-Element Arrangements and requires an entity to allocate arrangement consideration at the inception of an arrangement to all of its deliverables based on their relative selling prices (the relative-selling-price method). ASU 2009-13 eliminates the use of the residual method of allocation in which the undelivered element is measured at its estimated selling price and the delivered element is measured as the residual of the arrangement consideration, and requires the relative-selling-price method in all circumstances in which an entity recognizes revenue for an arrangement with multiple deliverables subject to ASU 2009-13. ASU 2009-13 must be adopted no later than the beginning of the first fiscal year beginning on or after June 15, 2010, with early adoption permitted through either prospective application for revenue arrangement entered into, or materially modified, after the effective date or through retrospective application to all revenue arrangement for all periods presented. The Company is currently evaluating the impact that the adoption of ASU 2009-13 will have on its consolidated financial statements.

In January 2010, the FASB issued ASU No. 2010-06 Improving Disclosures about Fair Value Measurements (ASU 2010-06), which amends the use of fair value measures and the related disclosures. ASU 2010-06 requires new disclosures for transfers in and out of Level 1 and Level 2 fair value measurements. ASU 2010-06 is effective for financial statements issued for interim and annual periods ending after December 15, 2009. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

F-15

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(3) Management Fee

In connection with the GI Transaction, the Company entered into a management agreement with GI Manager L.P. (GI Manager) for transaction advisory, financial and management consulting services for a term of five years. The base fees for the services are determined by the board of directors during the first calendar month of each year of the term and are paid monthly. The board of the Company set the fees at $750 for the first year of the term; however, these fees were waived by GI Manager L.P. for 2009, 2008, and 2007. In addition to the base fees, under the management agreement, the Company is required to pay a transaction closing fee of 1% (prior to March 2010) of the transaction value for a variety of financial transactions and additional fees if the Company conducts an initial public offering. In the period ended December 31, 2009, 2008 and 2007, the Company paid $0, $0 and $500, respectively, in transaction closing fees under this agreement. The fees paid in 2007 were in connection with the NYCC Purchase Transaction and were capitalized as part of the NYCC Purchase Transaction (see Note 5). In March 2010, this agreement was amended (see Note 19).

(4) Fair Value

FASB ASC Topic 820 defines fair value and establishes guidelines for measuring fair value and disclosures regarding fair value measurements. The Company follows the guidelines of FASB ASC Topic 820 for all of its financial assets and liabilities that are recognized or disclosed at fair value on a recurring basis. FASB ASC Topic 820 establishes a fair value hierarchy based on the input used in valuation techniques. There are three levels to the fair value hierarchy of inputs to fair value as follows:

• Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2: Inputs reflect quoted prices for identical assets in markets that are not active; quoted prices for similar assets in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or collaborated by observable market data by correlation or other means.

• Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

The Company endeavors to utilize the best available information in measuring fair value. Financial assets are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company has determined that all of its financial assets and liabilities that are stated at fair value fall in levels 1 and 2 in the fair value hierarchy described above.

All other financial instruments (accounts receivable net of the allowance for doubtful accounts, other current assets, accounts payable, accrued expense and other current liabilities) are not carried at fair value, but are carried at amounts that approximate fair value due to their short-term nature and generally negligible credit risk. The fair value of the Company’s debt approximates the carrying value as generally, all debt carries interest at variable rates based on LIBOR.

(5) NYCC Purchase Transaction

On March 15, 2007 Telx – New York 111 8th, LLC, a wholly owned subsidiary of the Company formed specifically for the purpose, entered into an asset purchase agreement to acquire certain assets and assume certain related liabilities of NYC Connect, LLC located at 111 8th Avenue, New York, NY (the NYCC

F-16

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

Purchase Transaction). The purchase price was $45,190 and was funded through the sale of $50,800 of additional Series A Preferred Stock of the Company to the current Series A Preferred shareholders. The asset purchase agreement contained standard and customary adjustments for working capital and $2,275 of the purchase price was placed into escrow to serve as collateral for the indemnification obligations of the seller until April 1, 2008. Of the $50,800 of Series A Preferred Stock proceeds, $45,190 ($43,225 plus $2,275 less a working capital adjustment of $310) was purchase consideration paid to the sellers or sellers’ escrow for NYC Connect, LLC, $855 for fees and expenses associated with the purchase, and $3,955 was funded to the Company for working capital requirements.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the effective date of the acquisition:

Assets acquired:
Net receivables	$	810
Property and equipment		1,188
Other assets		182
Goodwill		31,304
Intangible assets – customer relationships		13,760
Total assets acquired		47,244
Liabilities assumed:
Deferred revenue		65
Other liabilities		1,134
Total liabilities assumed		1,199
Net assets acquired	$	46,045

The assets acquired and liabilities assumed were recorded at estimated fair values as determined by the Company’s management and an external appraisal based on available information and on assumptions as to future operations.

The identified intangible assets include customer relationships amounting to $13,760, which is being amortized based on a 30-month weighted average useful life. The excess of consideration paid over the fair value of net assets acquired of $31,304 is reflected as goodwill and is not subject to amortization. Goodwill is tested for impairment annually and the Company determined no impairment existed as of December 31, 2009.

(6) Noncontrolling Interest Purchase

On January 29, 2007, Telx Real Estate Holdings, LLC, (TREH), a wholly owned subsidiary of the Company, purchased the noncontrolling interest in its subsidiary, CPA Holdings, LLC (CPAH) from Astron Services, Inc. (Astron) for the negotiated purchase price of $2,250. TREH, which owned approximately 99.27% of the membership interests at December 31, 2006, now owns 100% as a result of the acquisition.

In connection with the acquisition of the noncontrolling interest by TREH, management applied the purchase method of accounting under the provisions of FASB ASC Topic 805, Business Combinations, and recorded the consideration paid less the fair value of net assets acquired as additional goodwill of $2,250.

F-17

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(7) Accounts Receivable

Accounts receivable, net, consists of the following:

	December 31,
	2009			2008
Accounts receivable, gross	$	6,007		$	8,150
Allowance for doubtful accounts		(578	)		(349	)
Accounts receivable, net	$	5,429		$	7,801

Trade receivables are recorded at the invoice price and do not bear interest. Additions (reductions) to the allowance for doubtful accounts were approximately $229 and $131 at December 31, 2009 and 2008. Bad debt expense was $1,002, $1,226 and $231 for the years ended December 31, 2009, 2008 and 2007, respectively.

(8) Intangible Assets

The weighted average useful life, gross carrying value, accumulated amortization, and net carrying value of intangible assets as of December 31, 2009 and 2008 are as follows:

		December 31, 2009
	Weighted average useful life	Gross carrying amount		Accumulated amortization			Net
Trademark	15	$	26,000	$	(5,636	)	$	20,364
Customers contracts	2.7		75,260		(74,790	)		470
Covenant not to compete	1		90		(90	)		—
		$	101,350	$	(80,516	)	$	20,834
		December 31, 2008
	Weighted average useful life	Gross carrying amount		Accumulated amortization			Net
Trademark	15	$	26,000	$	(3,902	)	$	22,098
Customers contracts	2.7		75,260		(60,752	)		14,508
Covenant not to compete	1		90		(90	)		—
		$	101,350	$	(64,744	)	$	36,606

Aggregate amortization expense for identified intangible assets with definite useful lives for the years ended December 31, 2009, 2008 and 2007 was $15,772, $29,959 and $28,649, respectively.

Estimated amortization expense for the next five years and thereafter is as follows:

Year ending December 31:
2010	$	2,203
2011		1,733
2012		1,733
2013		1,733
2014		1,733
Thereafter		11,699
Total	$	20,834

F-18

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(9) Property and Equipment

Property and equipment, net consists of the following:

	2009			2008
Land	$	1,700		$	1,700
Building and building improvements		16,545			14,627
Colocation equipment		12,030			6,129
Assets under capital lease		2,075			1,110
Leasehold improvements		49,411			28,220
Total		81,761			51,786
Less accumulated depreciation and amortization		(11,683	)		(5,769	)
Property and equipment – net	$	70,078		$	46,017

Approximately $1,000 and $2,342 of fixed asset additions in 2009 and 2008, respectively, were funded through loans from landlords (see Note 10). Total depreciation and amortization expense for property and equipment from years ended December 31, 2009, 2008, and 2007 was $5,914, $2,297 and $2,911, respectively. Depreciation expense associated with assets under capital leases was $531, $0 and $0 for the years ended December 31, 2009, 2008 and 2007, respectively.

(10) Current and Long-Term Debt, Capital Lease, and Other Financing Obligations

Current and long-term debt consists of the following:

	2009			2008
UBS Mortgage Loan (i)	$	60,000		$	60,000
UBS Mezzanine Loans (i)		20,000			20,000
CIT Term Loan (ii)		43,994			24,397
CIT Revolving Loan (ii)		6,000			6,000
Digital Realty Trust Alteration Allowance Loan (iii)		2,132			2,292
New Jersey Facility Tenant Improvement Financing (iv)		1,969			231
Other Capital Lease and Financing Obligations (v)		1,435			1,019
Total		135,530			113,939
Less current portion		(14,217	)		(9,789	)
	$	121,313		$	104,150

(i) On March 8, 2007, Colo Properties Atlanta, LLC, a subsidiary of the Company, entered into a $60,000 loan agreement with UBS Real Estate Securities, Inc. (the UBS Mortgage Loan and collectively with the UBS Mezzanine Loan, the UBS Mortgage Debt). The interest rate is LIBOR plus 142.5 basis points and interest-only payments are due monthly with the full principal balance due upon maturity. The Mortgage Loan has a term of two years with three one-year extension options at the Company’s option. The Company exercised its first option to extend the loan Term for an additional year on March 9, 2009 and its second extension option effective as of March 9, 2010 (see Note 19). The Mortgage Loan is secured by a first priority lien in all of the assets of Colo Properties Atlanta, LLC, including a collateral assignment of all customer agreements, title to the property, and security interests in all leasehold improvements.

F-19

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

On March 8, 2007, CP Atlanta, LLC, a subsidiary of the Company (collectively with Colo Properties Atlanta, LLC, the Borrowers), entered into a $20,000 loan agreement with UBS Real Estate Securities, Inc. (the UBS Mezzanine Loan). On August 10, 2007 the UBS Mezzanine Loan was split into two $10,000 loans (UBS Mezzanine Loan A and UBS Mezzanine Loan B, collectively the Mezzanine Loans) and a new subsidiary of the Company, CP Atlanta II, LLC, was formed to be the Borrower of the UBS Mezzanine Loan B. The interest rate on the UBS Mezzanine Loan A is LIBOR plus 450 basis points and the interest rate on the UBS Mezzanine Loan B is LIBOR plus 375 basis points. In each case interest-only payments are due monthly with the full principal due upon maturity. The Mezzanine Loans have a term of two years with three one-year extension options. The Company exercised its first option to extend the Mezzanine Loans for an additional year on March 9, 2009 and its second extension option effective as of March 9, 2010 (see Note 19). The UBS Mezzanine Loan A is secured by a pledge by CP Atlanta, LLC of 100% of the member interests in Colo Properties. The UBS Mezzanine B Loan is secured by a pledge by CP Atlanta II, LLC of 100% of the member interest in CP Atlanta, LLC.

The UBS Mortgage Debt requires certain cash balances to be placed in restricted accounts and escrowed for taxes, insurance, and capital expenditures. At December 31, 2009 and 2008, the aggregate balances of those accounts were $216 and $217, respectively, which represented full funding of all requirements. In addition, the UBS Mortgage Debt requires the Borrowers to meet certain covenants relating to periodic reporting, budget delivery, and affirmative and negative covenants relating to Borrower good standing, compliance with laws, business purpose, tax payments, material lease approvals, and other normal and customary covenants for mortgage debt of this size and nature. Also, the UBS Mortgage Debt is partially guaranteed by the Company, which has to meet certain leverage and net worth covenants in addition to the normal and customary covenants for the guarantor of a mortgage debt of this size and nature. As of and for the years ended December 31, 2009 and 2008, the Company and the Borrowers were in compliance with all covenants required under the UBS Mortgage Debt.

The following short-term indebtedness of the Company was repaid with the proceeds of the UBS Mortgage Debt in 2007: 1) $55,745 of the $70,039, 10% demand note to GI Fund II due October 2, 2007. The remaining principal obligation due GI Fund II after the payment date was $17,583; and 2) $22,255 of the $27,961 10% demand note to GI Fund II due October 2, 2007. The remaining principal obligation due to GI Side Fund after the payment date was $7,019. The remaining principal obligations to GI Fund II and Side Fund were fully repaid (with all interest) in 2007 from proceeds of CIT Loans (section (ii)).

(ii) On September 21, 2007, the Company completed a financing transaction whereby certain subsidiaries (Telx-New York, LLC, Telx-New York 111 8th, LLC, Telx-New York Management, LLC, and Telx-New York Holdings, LLC, collectively, the Borrower Entities) secured a $25,000 Term Loan and a $6,000 Revolving Loan for a total of $31,000 of proceeds from CIT Lending Services Corporation (the “Lender” individually, the CIT Term Loan and the CIT Revolving Loan and collectively, the CIT Loans). The CIT Revolving Loan was fully drawn down on September 21, 2007. $25,715 of the proceeds was utilized to repay the outstanding principal and accrued interest on the GI demand notes. $5,285 of the proceeds was used to pay fees and expenses related to the transaction, fund an escrow account, and provide working capital.

As part of the transaction, the Company formed three new legal entities, Telx-New York Management, LLC, Telx-New York Holdings, LLC, and Telx-New York, LLC and the ownership of an existing Telx subsidiary, Telx-New York 111 8th, LLC, was transferred to Telx-New York Management, LLC.

F-20

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

Telx-New York Management, LLC is a subsidiary of Telx-New York Holdings, LLC which is a direct, wholly owned subsidiary of The Telx Group, Inc. The CIT Loans are secured by all of the assets and equity of the Borrower Entities.

The interest rate was LIBOR plus 400 basis points for the first six months of the loan and then LIBOR plus 350 or 400 basis points based on the Borrower Entities leverage profile; however, this debt was refinanced in March 2009 (see below). As a requirement of the CIT Loans, the Company funded $3,000 into a blocked or restricted cash account put in place specifically to pay the rent due on the 60 Hudson Street and 111 8th Avenue leases. The Company concurrently funds the restricted cash account when the lease payments are made to ensure that the balance does not fall below $3,000. The balance of this restricted cash account was $3,000 as of December 31, 2009 and 2008. The maturity of the CIT Loans was March 21, 2010; however, this debt was refinanced in March 2009 (see below). The CIT Term Loan (before the refinancing discussed below) required mandatory principal repayment beginning in September 30, 2008 of $62 per quarter, with the balance of the CIT Term Loan and Revolver loan payable at maturity. The CIT Term Loan included a 1% prepayment fee if prepaid during the first year of its term. In addition, the CIT Term Loan had an excess cash flow payment requirement based on excess cash flows, as defined, beyond a $3,000 minimum cash balance on June 30, 2008 and December 31, 2008, and every six months thereafter until maturity that provides for 50% of excess cash flows to be paid to CIT to reduce the Term Loan and 50% to be distributed to the Telx.

Excess cash flow is defined as for any fiscal quarter or semi-annual period, as applicable, Consolidated EBITDA of the Borrowers for the fiscal quarter or semi-annual period, as applicable, plus any amounts deducted in calculating Consolidated EBITDA for the fiscal quarter or semi-annual period, as applicable, which were paid, incurred or accrued in violation of any of the provisions of the Agreement, minus the sum of (without duplication) (a) scheduled payments of principal on the Term Loan and Revolving Loans, (b) payments with respect to capital lease obligations, (c) payments in respect of capital expenditures, (d) all taxes paid in cash, (e) all interest paid in cash, (f) all upstream payments to the extent not deducted in determining EBITDA, (g) plus or minus the change in working capital during the period, and (h) plus distributions. Consolidated EBITDA is defined as, at any date, the EBITDA of the Company. EBITDA is defined as, for any period, an amount equal to, (a) net income plus (b) to the extent deducted in determining net income, (i) interest expense, (ii) expense for taxes paid, (iii) depreciation, and (iv) amortization of (including, for the avoidance of doubt, the amortization of deferred rent with respect to the facilities securing the loan) depreciation and other non-cash charges for such period, all as determined in conformity with GAAP. The CIT Loans required the Borrower Entities to meet certain financial covenants such as funded debt to consolidated net income plus interest expenses, taxes, depreciation, amortization, amortization of deferred rent and other noncash charges ratio, fixed charge coverage ratio, interest coverage ratio, and consolidated earnings before income tax, depreciation and amortization (EBITDA) and other covenants that are standard and customary in loans of this size and nature. The Borrower Entities are limited by the CIT Loans in making distributions to the Company.

On March 31, 2009 the Borrower Entities entered into an Amended and Restated Loan and Security Agreement with the Lender whereby the Borrower Entities received an additional $15,000, less fees and expenses, and the maturity date on the new balance of the CIT Term and CIT Revolving Loans was extended to December 30, 2011. In addition, Royal Bank of Canada became a Lender to the Company. The interest rate on the CIT Term Loans was increased to LIBOR plus 6.25% for a LIBOR Loan and Base Rate plus 5.25% for a Base Rate Loan, applicable to the entire outstanding balance, with a LIBOR

F-21

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

floor of 2.75%. The agreement requires principal amortization payments and estimated variable periodic excess cash flow payments over the life of the loan. The Lender also provided the Borrower Entities with an option to request an additional $5,000 on the same terms and conditions. The Borrower Entities exercised the option on April 2, 2009. On October 9, 2009, Telx entered into a Third Amendment to Amended and Restated Loan and Security Agreement (the “Third Amendment”) where the Borrower Entities received an additional $10,000 increase of the Term Loan on the same terms and conditions as the March 31, 2009 financing. Scheduled repayments of the CIT Loans in 2009 were $1,057. In addition, the Company is required to make mandatory prepayments on a semi-annual basis based on the excess cash flows generated by the Borrower Entities. In 2009, the Company made $4,346 of excess cash flow payments for the semi-annual periods of July through December 2008 and January through June 2009, and the Company paid $3,733 in February 2010 for the semi-annual period of July through December 2009.

(iii) On March 31, 2008, the Company and Digital-Bryan Street Partnership, L.P. entered into the Third Amendment to Master Meet-Me-Room (MMR) Lease, which exercised the Company’s option under the December 1, 2006 Operating Agreement between the Company and Digital Realty Trust, L.P., the Parent of Digital-Bryan Street Partnership, L.P., for the utilization of $2,400 of MMR Alteration Allowance. The Third Amendment was effective April 1, 2008. The assets purchased under the MMR Alteration Allowance have been capitalized and the $2,400 is being recognized as a liability as the Company is obligated to repay this loan to Digital Realty Trust (who made payments to the contractors directly) over the term of the agreement of 10 years. The loan carries an interest rate of 10% per annum, and $2,132 and $2,292 remained outstanding as of December 31, 2009 and 2008, respectively.

(iv) Effective October 8, 2008, the Company, through its wholly owned subsidiary Telx-Clifton, LLC, entered into a lease to rent space at 100 Delawanna Avenue, Clifton, NJ. The lease has an initial term of 21 years with two 10-year renewal options and provides for a full rent abatement during the first year (and beyond under certain circumstances) of the lease. The landlord is providing $2,000 in tenant improvement financing for which Telx-Clifton, LLC is required to repay, including annual interest of 8%, over the initial term of the lease of 21-years. The assets purchased under the tenant improvement financing were capitalized and the tenant improvement financing has been recognized as a liability. The Company had drawn down $1,968 and $231 of the tenant improvement financing as of December 31, 2009 and December 31, 2008, respectively. In addition, the tenant may be required to pay 7% interest on up to $3,000 in tenant-related landlord electrical capacity expansion expenses. Any such payments, if required, will be billed as additional rent by landlord.

(v) On July 9, 2008, the Company entered into an equipment lease to finance equipment purchases, under which $1,435 and $1,019 remained outstanding as of December 31, 2009 and 2008, respectively. This has been accounted for as a capital lease.

(vi) The Borrower entities under the CIT Loans are separate legal entities from the Company and its other Affiliates, the assets held by the Borrowers are owned by the Borrowers and the presentation of such Borrowers’ assets and liabilities on a consolidated basis does not mean that the assets and credit of such Borrowers are available to satisfy the debts and other obligations of Telx, its other Affiliates or any other Person, and the Borrowers maintain their own Books and Records separate from the Company and its other Affiliates, and the revenues, accounts receivable and bad debt expense generated by the Borrowers, reflected as a percentage of Telx are 53%, 58%, and 52%, respectively, as of and for the year ended December 31, 2009.

F-22

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

The following table provides the schedule of maturities and expected payments under excess cash flow sweep requirements, excluding capital lease obligations (see Note 18), extension options not yet exercised and the effects of the refinancing of the CIT Loans during 2009:

Year ending December 31:
2010	$	13,517
2011		116,931
2012		262
2013		288
2014		317
Thereafter		2,780
Total	$	134,095

(11) Income Taxes

The Company is subject to income taxes only in the United States. Provision for income tax expense consists of the following:

	Year Ended December 31,
	2009		2008		2007
Income taxes charged to the consolidated statement of operations
Current:
Federal	$	224	$	—	$	—
State		242		—		—
Total current expense		466		—		—
Deferred:
Federal		713		576		(605	)
State		279		196		(206	)
Total deferred expense (benefit)		992		772		(811	)
Total income tax expense (benefit) to the consolidated statement of operations	$	1,458	$	772	$	(811	)

The difference between income tax expense (benefit) and the amount resulting from applying the federal statutory rate of 34% to net loss before income taxes is attributable to the following:

	Year Ended December 31,
	2009			2008			2007
Federal tax at statutory rate	$	(2,877	)	$	(10,407	)	$	(12,647	)
State taxes, net of federal benefit		(727	)		(2,073	)		(2,545	)
Change in valuation account		4,805			12,988			13,637
Non deductible expenses		340			392			30
Other		(83	)		(128	)		714
	$	1,458		$	772		$	(811	)

F-23

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

The components of the Company’s deferred tax assets and liabilities as of December 31, 2009 and 2008 are as follows:

	2009			2008
Current deferred tax assets:
Severance and other compensation	$	40		$	63
Interest rate cap		33			—
Deferred revenue		1,388			903
Allowance for doubtful accounts		241			143
Valuation allowance		(1,388	)		(956	)
Net current deferred tax asset		314			153
Non-current deferred tax assets:
Net operating loss		15,999			19,624
AMT credit		223			—
Intangible assets		6,545			1,490
Deferred revenue		731			627
Loan transaction costs		106			—
Deferred rent		10,083			6,677
Valuation allowance		(28,878	)		(24,506	)
Net noncurrent deferred tax asset		4,809			3,912
Deferred tax liabilities:
Goodwill		(3,613	)		(2,621	)
Stock-based compensation		(52	)		(300	)
Property and equipment		(5,067	)		(3,765	)
Noncurrent deferred tax liabilities		(8,732	)		(6,686	)
Net noncurrent deferred tax liability	$	(3,923	)	$	(2,774	)

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. The valuation allowance increased from $25,462 as of December 31, 2008 to $30,266 as of December 31, 2009.

The Company’s net deferred tax liability increased by $988 and $772, in 2009 and 2008, respectively, primarily due to amortization of goodwill associated with our acquisition of certain assets and liabilities, of NYCC Connect, LLC over a 15-year life for tax purposes. This creates a deferred tax liability which is not anticipated to reverse in the future and cannot be offset against the Company’s deferred tax assets under U.S. GAAP.

At December 31, 2009, the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $40,472 and $26,698, respectively, available to reduce future taxable income. The federal net operating loss carryforwards expire in various years from 2021 through 2027. The state net operating loss carryforwards expire in various years from 2021 through 2027.

F-24

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

The Internal Revenue Code of 1986 and applicable state tax laws impose substantial restrictions on the ability of a company to utilize net operating losses and tax credits carryforwards in the event of an ownership change as defined in section 382 of the Internal Revenue Code. The Company experienced ownership changes in 2003 and 2006, which triggered these limitations in its operating loss carryovers.

The Company adopted new accounting principles on accounting for uncertain tax positions in accordance with FASB ASC Topic 740. The adoption of this principle resulted in no cumulative effect of a change in accounting principle being recorded on the Company’s consolidated financial statement for the year ended December 31, 2009. The Company is adopting a policy to recognize interest and penalties related to income tax matters as a component of income tax expense, although it has no unrecognized tax positions upon adoption or additions or reductions regarding unrecognized tax positions for the year.

The Company conducts business in the U.S. and various state jurisdictions and, in the normal course of business, is subject to examination by taxing authorities. The Company’s tax years open for examination are generally 2006 and later for U.S. federal, and 2005 and later for state and local jurisdictions.

(12) Stockholders’ Equity

(a) Reverse Stock Split

On July 1, 2008, the board of directors and the Company’s stockholders approved, by written consent, a 1-for-10 reverse stock split. The Company then filed a Certificate of Amendment to its Fifth Amended and Restated Certificate of Incorporation. The Certificate was approved by the State of Delaware, and the reverse stock split became effective, on July 28, 2008. After the effective date of the reverse stock split the official capitalization table was adjusted, old certificates were collected and new certificates issued, reflecting the new share numbers. In addition, the 2007 Employee Stock Plan (the Plan) was amended to reflect the new share numbers and all holders of Options under the Plan were provided notice as provided for in the Plan. All references in the consolidated financial statements to preferred or common shares par values, and share prices have been adjusted retroactively for all periods presented to reflect this reverse stock split.

The Fifth Amended and Restated Certificate of Incorporation of The Telx Group, Inc. was adopted on April 11, 2008 to increase the number of authorized shares of stock to accommodate the requirements for the sale of $15,240 of Series A Preferred Stock. The total number of shares was increased from 6,743,000 to 7,053,223. Common Shares remained at 4,500,000 but Series A Preferred Stock increased from 2,000,000 to 2,300,000 and Series B Contingent Preferred Stock increased from 243,000 to 253,223.

(b) Series A Preferred Stock

As of December 31, 2009 and 2008, the Company had outstanding 1,930,399 shares of Series A Preferred Stock. On March 15, 2007, 500,000 shares of Series A Preferred Stock were issued to the GI Partners Funds for $50,000 which was used to fund the NYCC Purchase Transaction. On April 1, 2007, 8,000 shares of the Series A Preferred Stock were issued to Telxinvest, LLC, an investment group owned by certain current and former members of the Company’s management team, for $800, of which $700 was paid in cash and $100 receivable, which was subsequently paid in full in August 2008. On April 11, 2008, the Company entered into a Securities Purchase Agreement with the GI Partners Funds and

F-25

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

Telxinvest, LLC for the purchase of 152,400 shares of Series A Preferred Stock of the Company for $15,240. The purchase price and shares of Series A Preferred Stock are outlined below.

Investor	Purchase Price		Shares of Series A Preferred Stock
GI Partners Fund II, L.P.	$	10,721	107,205
GI Partners Side Fund II, L.P.		4,279	42,795
Telxinvest, LLC		240	2,400
	$	15,240	152,400

The purchase price of the stock was $100.00 per share (par value $0.0001). The equity investment was recorded based on the proceeds received from the sale, which the Company considers to approximate its fair value at the date of the transaction, as agreed between the parties to the transaction. The proceeds of the Series A Preferred Stock purchase was intended for general facility expansion and working capital purposes.

The Series A Preferred Stock is entitled to receive dividends at the rate of $10.00 per share per annum accruing daily, which accrued but unpaid amount shall also accrue additional dividends at the rate of 10% per annum, compounded quarterly. As of December 31, 2009, no dividends have been declared by the board of directors. As of December 31, 2009 and 2008, the accumulated balance of Series A Preferred Stock dividends undeclared was $66,956 and $42,503, respectively, or $34.68 and $22.02 per share outstanding, respectively. Additionally, the Series A Preferred Stock is entitled to participate in dividends paid on the common stock equal to the amount that would have been payable had such share been converted into common stock, carries a $100.00 per share liquidation preference plus any accrued and unpaid dividends and conversion (to common stock) price, and automatically converts to common stock on a 1:1 ratio upon a public offering at a price of $500 or greater per share of common stock and that results in aggregate proceeds of at least $200,000.

(c) Series B Contingent Preferred Stock

As of December 31, 2009 and 2008, the Company had outstanding 240,354 and 248,322 shares, respectively, of Series B Contingent Preferred Stock.

The Series B Contingent Preferred Stock is convertible to common stock pursuant to the calculation of a ratio based upon the Internal Rate of Return (IRR) achieved by the GI Partners, with reference to their cumulative investment made into the Company and the value realized upon certain transaction events, but excluding transaction or management fees. The ratio ranges from no conversion rights at a 10% IRR to a 1:1 conversion ratio at a 45% or greater IRR. The Series B Contingent Preferred Stock is also entitled to receive dividends under limited circumstances and, upon certain trigger events, participates in the proceeds of a liquidation of the Company on the same terms at the common stock. The Series B Contingent Preferred Stock does not have any voting rights.

From time to time, the Company has issued Series B Contingent Preferred Stock to certain of its employees as compensation for services. In 2008 and 2007, 12,000 and 142,686 shares of Series B Preferred Stock were issued to employees of the Company pursuant to employment agreements and as compensation for services. There were no shares of Series B Preferred Stock issued in 2009. In accordance with FASB ASC Topic 718, the Company records the intrinsic value of the nonvested stock

F-26

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

as additional paid in capital. Stock-based compensation expense is recognized ratably over the applicable service period. As of December 31, 2009, the future compensation expense related to Series B stock awards that will be recognized as they vest is approximately $967, and is expected to be recognized over a weighted average period of 1.6 years. The Company recognized approximately $611, $588, and $270 of stock-based compensation expense associated with Series B stock awards, during the years ended December 31, 2009, 2008 and 2007, respectively, and changes during the years ended December 31, 2009, 2008 and 2007 are presented below:

	Shares		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2006	98,537		$	20.10
Granted	142,686		$	16.03
Forfeited	—			—
Outstanding at December 31, 2007	241,223		$	17.69
Granted	12,000		$	22.10
Forfeited	(4,901	)	$	20.10
Outstanding at December 31, 2008	248,322		$	17.86
Granted	—			—
Forfeited	(7,968	)	$	20.53
Outstanding at December 31, 2009	240,354		$	17.77

A summary of the nonvested Series B shares from December 31, 2006 through December 31, 2009 is as follows:

	Shares		Weighted Average Grant Date Fair Value
Nonvested at December 31, 2006	98,537		$	20.10
Granted	142,686		$	16.03
Vested	(31,642	)	$	18.73
Forfeited	—			—
Nonvested at December 31, 2007	209,581		$	17.54
Granted	12,000		$	22.10
Vested	(51,646	)	$	19.08
Forfeited	(4,901	)	$	20.10
Nonvested at December 31, 2008	165,034		$	17.31
Granted	—			—
Vested	(49,667	)	$	19.38
Forfeited	(7,968	)	$	20.53
Nonvested at December 31, 2009	107,399		$	16.11

(d) Common Stock

As of December 31, 2009 and 2008, the Company had outstanding 706 and 224 shares of common stock, par value $0.0001, respectively. Each share of common stock is entitled to one vote. Through December 31, 2009, no dividends have been declared or paid on the common stock.

F-27

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(13) Stock-Based Compensation

In 2007, the Company established the 2007 Employee Stock Plan (the Plan) and the board of directors authorized the reservation of up to 125,000 shares of the Company’s Common Stock to be issued pursuant to the Plan. The plan provides for the granting of Incentive Stock Options (ISOs), Non-qualified Options (NQOs), Stock Grants and Stock-Based Awards to employees and directors of, and certain consultants to, the Company and its affiliates. The 2007 Plan is administered by the board of directors, and the board of directors may terminate or amend the plan, with approval of the stockholders as may be required by applicable regulations, at any time. To date, the board of directors has only issued ISOs and NQOs under the plan. All options granted generally vest over 48 months with one fourth of the total number of shares subject to the option vesting on the first anniversary of the date of the employee’s hire date and thereafter, in 35 monthly installments of a defined amount in each employee option agreement commencing on the 13th month anniversary of the date of the employee option agreement, and a final installment of an amount defined in each employee agreement on the fourth anniversary of the employee’s hire date. The term of the options generally expire 10 years from the date of grant or 5 years from the date of the grant if the employee owns more than 10% of the total combined voting power of all classes of capital stock of the Company. No employee owned such amount in 2008 or 2009.

Effective January 2006, the Company adopted the fair market value method of recording stock-based compensation in accordance with FASB ASC Topic 718, which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors. Under the fair value recognition provisions of FASB ASC Topic 718, stock-based compensation cost is measured at the grant date based on the fair market value of the award using an option-pricing model and is recognized as an expense over the requisite service period, which is generally the vesting period.

Information regarding the Company’s stock option grants for 2007, 2008 and 2009, is summarized as follows:

Grant Dates	Number of Options Granted	Exercise Price	Estimated Fair Market Value of Common Stock	Estimated Fair Value of Common Stock Options
May 1, 2007 – November 12, 2007	64,064	$20.00	$16.90 - $36.20	$11.68 - $25.60
June 2, 2008	41,121	$40.00	$39.70	$25.61
January 1, 2009	25,375	$40.00	$37.26	$23.32 - $24.21
July 1, 2009	11,400	$40.00	$39.65	$26.87 - $27.31

All of the Company’s valuations were performed at or near the grant dates of the awards and there were no material changes to its business or value drivers between the valuation date and the grant dates.

F-28

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

Information regarding the valuations of the Company’s common stock during the period beginning December 31, 2006 and ending on July 1, 2009 is summarized as follows:

Date of Valuation Report	Effective Date of Valuation (as stated in the Valuation Report)	Value of Common Stock
March 27, 2007	December 31, 2006	$16.90
April 8, 2008(1)	September 30, 2007	$36.20
June 11, 2008(1)	May 1, 2008	$39.70
April 2, 2009	September 30, 2008	$37.26
July 14, 2009	May 1, 2009	$39.65

(1) Both of these valuation reports were reviewed in conjunction with determining the fair value of the Company’s common stock for the June 2, 2008 grants.

In accordance with FASB ASC Topic 718, the Company uses the Black-Scholes option pricing model to determine the fair market value of the stock options on the grant dates for share awards made on or after January 1, 2006. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions to determine the fair market value of stock-based awards, including the deemed fair market value of the underlying common stock on the date of grant and the expected volatility of the stock over the expected term of the related grants. The value of the award is recognized as expense over the requisite service periods on a straight-line basis in the Company’s consolidated statements of income, and reduced for estimated forfeitures. FASB ASC Topic 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Option Awards

A summary of the Company’s stock option activity as of December 31, 2009, and changes during the year ended December 31, 2009 is as follows.

	Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value		Weighted Average Grant Date Fair Value
Outstanding at January 1, 2007	—			—	—		—		—
Granted	64,064		$	20.00	—		—	$	12.70
Exercised	—			—	—		—		—
Forfeited	(1,431	)	$	20.00	—		—	$	11.70
Outstanding at December 31, 2007	62,633		$	20.00	9.4		—		—
Granted	41,121		$	40.00	—		—	$	25.61
Exercised	(125	)	$	20.00	—		—	$	11.68
Forfeited	(21,831	)	$	23.70	—		—	$	16.67
Outstanding at December 31, 2008	81,798		$	29.07	8.8		—		—
Granted	36,775		$	40.00	—		—	$	24.74
Exercised	(482	)	$	20.00	—		—	$	11.68
Forfeited	(14,128	)	$	33.89	—		—	$	20.68
Outstanding at December 31, 2009	103,963		$	32.32	8.2	$	4,613		—
Exercisable at December 31, 2009	48,129		$	28.95	7.9	$	2,298		—

F-29

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

A summary of the nonvested common stock options from December 31, 2006 through December 31, 2009 is as follows:

	Shares		Weighted Average Grant Date Fair Value
Nonvested at January 1, 2007.	—			—
Granted	64,064		$	12.70
Vested	—			—
Forfeited	(1,431	)	$	11.70
Nonvested at December 31, 2007.	62,633		$	12.70
Granted	41,121		$	25.61
Vested	(24,542	)	$	14.12
Forfeited	(20,221	)	$	16.94
Nonvested at December 31, 2008	58,991		$	19.70
Granted	36,775		$	24.74
Vested	(29,149	)	$	20.45
Forfeited	(10,783	)	$	20.00
Nonvested at December 31, 2009.	55,834		$	22.18

As of December 31, 2009, the future compensation expense related to unvested options that will be recognized is approximately $1,053. The cost is expected to be recognized over a weighted average period of 1.21 years. The Company recognized approximately $567, $331 and $109 of stock-based compensation expense, associated with options, for the years ended December 31, 2009, 2008 and 2007, respectively. The total intrinsic value of stock options exercised for the years ended December 31, 2009, and 2008, was less than $8, and $2 respectively. The intrinsic value is calculated as the amount by which the fair value of the underlying stock exceeds the exercise price. The following table summarizes information about stock options outstanding and exercisable in various price ranges at December 31, 2009.

Outstanding					Exercisable
Range of Exercise Prices	Number of Shares	Weighted Average Exercise Price		Remaining Contractual Life In Years	Number of Shares	Weighted Average Exercise Price
$20.00 to $40.00	103,963	$	32.32	8.2	48,129	$	28.95

Fair Value Assumptions

The Company uses the Black-Sholes-Merton option pricing model to determine the fair value of stock options granted under the Company’s stock option plan. The determination of fair value of stock-based payment awards on the date of grant using an option pricing model is affected by the estimated fair market value of the Company’s underlying stock as well as assumptions regarding a number of complex and subjective variables. These variables include:

• Actual and projected employee stock option exercise behaviors, which is referred to as expected term;

• The expected price volatility of the Company’s common stock over the term of the awards;

• Risk-free interest rate;

F-30

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

• Expected dividends and

• Forfeiture rate

The Company engaged a third party independent valuation specialist to estimate the fair value of the underlying stock for each grant during 2009, 2008 and 2007. The Company estimates the expected term of options granted by taking the average of the vesting term and the contractual term of the option. Expected volatility was estimated based on the actual changes in the historical market price for public companies and the Company’s own historical volatility over a given time period. In 2009, 2008 and 2007, the expected volatility ranged from 60% to 77%. The Company’s risk-free interest rate that it uses in its option-pricing models on the U.S. Treasury Zero Coupon rate based on the expected term on its equity awards. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in its option-pricing models. The estimated forfeiture rate used in 2009, 2008 and 2007 was 9% based on the Company’s historical forfeiture rate.

The assumptions used to value stock options were as follows:

	2009		2008		2007
Expected stock price volatility	73.24 -77.29	%	66.69	%	59.51 -61.10	%
Expected dividend yield	0	%	0	%	0	%
Expected life in years	5.98		6.25		5.54
Risk-free interest rate	1.71 -2.95	%	4.13	%	3.93 -4.97	%
Expected forfeiture rate	9	%	9	%	9	%

(14) Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common shareholders:

	December 31,
	2009		2008		2007
Numerator (basic and diluted)
Net loss available to common stockholders	$	34,371	$	53,123	$	54,062
Denominator (basic and diluted)
Weighted average common shares outstanding		545		183		100
Basic & diluted loss per share	$	63,066	$	290,290	$	540,620

Dilutive net loss per share does not include the effect of the following antidilutive common equivalent shares:

	Year ending December 31,
	2009	2008	2007
Stock options and awards outstanding	103,963	81,798	62,633
Common equivalent shares from Series A Preferred Stock	1,930,399	1,930,399	1,777,999
Common equivalent shares from dividends on Series A Preferred Stock	669,558	425,034	207,601
Common equivalent shares from Series B Preferred Stock	240,354	248,322	241,223
Stock Purchase Warrants Outstanding	1,618	1,618	618
	2,945,892	2,687,171	2,290,074

F-31

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(15) Digital Realty Trust Option

In connection with the Digital Realty Trust transaction (see Note 1), the Company and Digital Realty Trust entered into a stock option agreement, effective December 1, 2006, between the Company and a Digital Realty Trust affiliate, whereby the Digital Realty Trust affiliate was granted the option to purchase 163,399 shares of the Company’s Series A Preferred Stock at $100.00 per share (the Digital Realty Trust Option). The option had a two-year term and was fully vested. The Digital Realty Trust Option also contained preemptive rights that allowed Digital Realty Trust to maintain its percentage of the fully diluted equity of the Company at the level on the date of the original issuance. As a result of the NYCC Purchase Transaction and the further issuance of Series A Preferred Stock, Digital Realty Trust was entitled to an option to purchase an additional 55,593 shares of Series A Preferred Stock, pursuant to the Digital Realty Trust Option. The fair value of the original option was estimated by management to be $5,320 using the Black-Scholes option-pricing model. The following assumptions were used to determine the fair value: volatility of a 60%, risk-free interest rate of 4.52%, dividend yield of 0%, and an expected life of two years. The fair value of the additional option was estimated by management to be $1,835 using the Black-Scholes option-pricing model. The following assumptions were used to determine the fair value: volatility of 61.5%, risk-free interest rate of 4.54%, dividend yield of 0%, and an expected life of 1.71 years. The Digital Realty Trust Option has been accounted for as a lease incentive reflected as prepaid rent in the accompanying consolidated balance sheets and is being recorded as rent expense over the 20-year term of the Digital Realty Trust leases. The Digital Realty Trust Option and preemptive rights expired unexercised on October 3, 2008.

(16) Warrants

As of December 31, 2009 and 2008, the Company had outstanding the following warrants:

Number of warrants at December 31, 2009 and 2008	Exercise price per share		Expiring in
618	$	182.00	2011
1,000	$	40.00	2015
1,618

During the year ended December 31, 2008, the Company issued 1,000 warrants for the purchase of common stock with an exercise price of $40.00 per share, as partial consideration for the purchase of certain fixed assets. The fair value of approximately $22 was accounted for as additional paid in capital based upon the Black-Scholes-Merton option-pricing model using the following assumptions:

Expected volatility	64.37	%
Dividend yield	0	%
Expected term (years)	5.00
Risk-free interest rate (%)	3.41

In connection with the Company’s acquisition by the GI Partners Funds, all outstanding warrants to purchase stock for an exercise price at or in excess of $182 per share were assumed by the Company. If exercised, such warrants are, pursuant to their terms, only entitled to the merger consideration amount provided to the common and the various classes of preferred stock the Company had prior to the acquisition. This merger consideration equates to approximately $150 per share (such merger consideration is less than the exercise price).

F-32

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

During the years ended December 31, 2009 and 2008, no warrants were exercised.

(17) Related Party Transactions

(a) Digital Realty Trust

In December 2006, various wholly-owned subsidiaries of the Company entered into ten leases with Digital Realty Trust pursuant to which the Company provides enhanced meet-me-room services to customers. During each of 2008 and 2009, various wholly-owned subsidiaries of the Company entered into three leases for additional space within certain Digital Realty Trust facilities.

The Company was acquired by the GI Partners Funds in October 2006. The Company’s consolidated statements of operations include rent expense of approximately $14,804, $11,995 and $9,652, which represented 58%, 61% and 69% of total rent expense for December 31, 2009, 2008 and 2007, respectively, and revenue sharing expense of $1,574, $777 and $120 to Digital Realty Trust for the years ended December 31, 2009, 2008 and 2007, respectively.

On March 31, 2008, the Company entered into a Third Amendment to Master Meet-Me-Room lease dated November 20, 2006 for a loan of $2,400 towards leasehold improvements at 2323 Bryan Street site and other operating expenses. The term of the loan is ten years and is effective April 1, 2008 and expires March 31, 2018.

(b) The Planet

ThePlanet.com Internet Services, Inc., or The Planet, provides the Company with certain IT hosting services pursuant to a Service Agreement. GI Partners affiliated funds, directly or indirectly, own a majority of the outstanding Series A Preferred Stock of The Planet and the shares of Series A Preferred Stock and common stock owned by the GI Partners affiliated funds (directly or indirectly) constitute a majority of The Planet’s outstanding common stock on an as-converted to common stock basis.

The Company’s consolidated statements of operations include IT expense of approximately $125, $75 and $0 to The Planet for the years ended December 31, 2009, 2008 and 2007, respectively.

(c) Officer Loans

The Company made loans to certain executives to pay tax liabilities associated with the issuance of Series B Contingent Preferred Stock in 2008 and 2007. These loans bore interest at a rate fixed when the loan was made, with 10% of the principal, and accrued interest, being payable in each of the ensuing five years, and with the remaining balance being due in the sixth year. As of December 31, 2009 and 2008, there was $930 and $990, respectively, of outstanding loans receivable. Pursuant to loan termination agreements signed in March 2010 (see Note 19), 50% of these loans were repaid and the remaining 50% were cancelled in March 2010.

(d) GI Partners

GI Partners affiliated funds, GI Partners Fund II, L.P. and GI Partners Side Fund II, L.P., which the Company refers to herein collectively as the GI Partners Funds, own a majority of its outstanding Series A Preferred Stock (see Note 12).

F-33

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

Howard Park of GI Partners currently serves as the chairman of the Company’s board of directors. In addition, Eric Harrison, a former managing director of GI Partners, also serves on our board of directors. Mr. Harrison also served in an uncompensated capacity as a Vice President of the Company from January 2007 until February 2007.

Pursuant to the Company’s acquisition by the GI Partners Funds on October 3, 2006, the Company entered into a Management Agreement with GI Manager L.P., or GI Manager, an affiliate of both GI Partners Funds, pursuant to which GI Manager agreed to perform certain advisory, financial and management consulting services at the reasonable direction of the Company’s board of directors. Pursuant to the management agreement, among other things, GI Manager is entitled to an annual base fee, not to exceed $750 as determined by the Company’s board of directors plus reasonable expenses. In each of the years ended December 31, 2009, 2008 and 2007, GI Manager has waived this fee. In addition to the base fee, GI Manager is also entitled to (i) a 1.0% transaction closing fee with respect to, in general, any refinancing not involving an acquisition or distribution and, (ii) an accelerated cash payment in an amount equal to the annual base fee currently in effect for a period of two years upon the effective filing date of a registration statement relating to an initial public offering of shares of the Company’s capital stock. Under the management agreement, the Company must indemnify GI Manager and its agents, officers, members, employees, principals and directors for any judgments, fines or penalties incurred by such parties related to the performance of their obligations under the Management Agreement. This agreement was amended on March 3, 2010 (see Note 19).

(18) Commitments and Contingencies

(a) Operating Leases and Capital Leases

The Company leases its operating facilities and offices under various lease agreements expiring October 2013 through September 2029 with extension options on certain leases through March 2050.

During the years ended December 31, 2009 and 2008, the Company recorded capital leases in the amounts of $994 and $1,111 respectively. Payments under the capital leases are made on either a monthly or quarterly basis depending on the lease and will be made through September 2012 at an effective interest rate of 8.25% per annum. Future payments under capital leases at December 31, 2009 are listed below.

Minimum rent payments under operating leases are recognized on a straight-line basis over the term of the lease, including any periods of free rent. Future minimum lease payments under operating and capital leases that have remaining noncancelable lease terms in excess of one year at December 31, 2009 are listed below.

	Operating leases		Capital leases
Year ending December 31:
2010	$	27,132	$	700
2011		28,732		650
2012		29,581		85
2013		29,342		—
2014		29,518		—
Thereafter		571,036		—
Total minimum payments required	$	715,341	$	1,435

F-34

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

The operating leases for the Company’s operations facilities at 60 Hudson Street in New York, New York are secured by a $1,450 letter of credit issued for the benefit of 60 Hudson Owner, LLC, the Company’s landlord at 60 Hudson Street. The letter of credit is secured by cash deposits of at least the amount of the letter of credit held in a restricted account and is reflected in the line ‘Cash – restricted’ on the consolidated balance sheet. The Company has also guaranteed the payment obligations of its subsidiaries for the individual leases at the Digital Realty Trust locations, the 111 8th Avenue and 60 Hudson Street, NYC locations, the Clifton location and the Dallas Stemmons Freeway location.

Consolidated rent expense for the years ended December 31, 2009, 2008 and 2007 was $33,276, $26,044 and $14,427 respectively. These amounts are net of sublease income for the years ended December 31, 2009, 2008 and 2007 of approximately $98, $96 and $48, respectively.

On December 28, 2009, Telx-Los Angeles, LLC, a subsidiary of the Company, entered into a Turn Key Datacenter Lease with GIP 7^th Street, LLC, a subsidiary of Digital Realty Trust, at 600 W. 7^th St. in Los Angeles, CA. The Lease commences on June 1, 2010 and the term is 198 months with two ten year extension options. The rest of the terms and conditions are consistent with those that are usual and customary for similar space in Los Angeles, CA and with the Company’s other Turn Key Datacenter leases with Digital Realty Trust.

(b) Legal Matters

The Company and its subsidiaries are parties in various lawsuits arising in the ordinary course of business. In the opinion of management, with the advice of its legal counsel, the ultimate disposition of these matters will not have a material adverse effect on the financial position and results of operations of the Company.

(c) Agreement with Human Resources Management Firm

For 2008 and in prior years, the Company relied upon a professional employer organization for its human resources. Such organization provided services, administered payroll, and provided employee benefits. The relationship was terminated on January 1, 2009 and such services are now performed by the Company.

(19) Subsequent Events

(a) Atlanta Mortgage Extension

On January 15, 2010 Colo Properties Atlanta, LLC, CP Atlanta, LLC and CP Atlanta II, LLC gave notice of their intent to exercise their second extension right under the UBS Mortgage Loan and the UBS Mezzanine Loans. The extensions will be effective as of March 9, 2010. In connection with the extensions, Colo Properties Atlanta, LLC, CP Atlanta, LLC, and CP Atlanta II, LLC extended the existing Interest Rate Cap agreements as required under the loan documents.

(b) Company Stock Options

Pursuant to the 2007 Plan, on January 8, 2010, the Company granted to employees an additional 19,440 options to purchase common stock at an exercise price of $45.00 per share.

(c) Interest Rate Cap Agreement

On February 12, 2010, the Company amended its Interest Rate Cap Agreement (see Note 2(n)) to add an additional $2,650 to the terms and conditions as required under the Third Amended and Restated Loan and Security Agreement (see Note 10(ii)).

F-35

THE TELX GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(in thousands, except share and per share data)

(d) Management Agreement

On March 3, 2010, the Company amended its management agreement with GI Manager to, among other things, provide that GI Manager is entitled to a 1.5% transaction closing fee with respect to, in general, any refinancing not involving an acquisition or distribution. Under the amendment, GI Manager is no longer entitled to the accelerated cash payment in an amount equal to the annual base fee currently in effect for a period of two years upon the effective filing date of a registration statement relating to an initial public offering of shares of the Company’s capital stock that they were entitled to before the amendment.

(e) Officer Loans

The Company made loans to certain executives to pay tax liabilities associated with the issuance of Series B Contingent Preferred Stock in 2008 and 2007. Pursuant to loan termination agreements signed in March 2010, 50% of these loans were repaid and the remaining 50% were cancelled in March 2010.

(f) New Facility Lease

On March 1, 2010, Telx-New York 111 8^th, LLC, a subsidiary of the Company, entered into the Third Amendment of Lease, adding 21,481 square feet to the square footage under lease at 111 8^th Avenue in New York City. The Third Amendment of Lease expires February 28, 2022 and has two five year extension options. The rest of the terms and conditions are consistent with the Company’s other leases at 111 8^th Avenue.

F-36

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

The table below presents valuation and qualifying accounts for the periods presented.

	Beginning Balance		Additions Charged to Cost and Expenses		Deductions(1)		Ending Balance
Allowance for doubtful accounts:
Year ended December 31, 2009	$	349	$	1,002	$	773	$	578
Year ended December 31, 2008		218		1,226		1,095		349
Year ended December 31, 2007		232		231		245		218

(1) Uncollectible accounts written off, recoveries of billed accounts receivable and fee adjustments recorded against the allowance.

F-37

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

             Shares

Common Stock

PROSPECTUS

Goldman, Sachs & Co.

Deutsche Bank Securities

RBC Capital Markets

Oppenheimer & Co.

Piper Jaffray

SunTrust Robinson Humphrey

Through and including                      , 2010 ( the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

The following table sets forth the various fees and expenses, other than the underwriting discounts and commissions, to be paid by us in connection with the sale of the common stock being registered hereby. All amounts are estimates except the SEC registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and The NASDAQ Global Market listing fee.

SEC registration fee	$	7,130
FINRA filing fee	$	10,500
The Nasdaq Global Market listing fee		*
Printing and engraving costs		*
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees and expenses		*
Miscellaneous		*
Total	$	*

* To be completed by amendment.

Approximately $             of the legal fees and expenses set forth above will be borne by the selling stockholders in connection with the sale of the common stock being registered.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the DGCL, authorizes a corporation’s board of directors to grant, and authorizes a court to award, indemnity to officers, directors and other corporate agents.

As permitted by the DGCL, our restated certificate of incorporation and our amended and restated bylaws which will be in effect upon the completion of this offering include provisions that eliminate the personal liability of our directors for monetary damages for breach of their fiduciary duty as directors, except liability for (i) any breach of the director’s duty of loyalty; (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or (iv) any transaction for which the director derived an improper personal benefit.

To the extent the DGCL is interpreted, or amended, to allow similar protections for officers of a corporation, such provisions of our restated certificate of incorporation shall also extend to those persons. In addition, as permitted by the DGCL, our amended and restated bylaws to be effective upon completion of this offering provide, among other things, that:

• We shall indemnify our directors and officers to the fullest extend permitted by the DGCL, subject to very limited exceptions;

• We may, in our discretion, indemnify our other employees and agents in those circumstances where indemnification is permitted by applicable law;

• We are required to advance expenses, as incurred, to our directors and officers in connection with defending a legal proceeding to the fullest extent permitted by the DGCL, subject to very limited exceptions;

• We may advance expenses, as incurred, to our employees and agents in connection with a legal proceeding;

II-1

• The rights conferred in the bylaws are not exclusive; and

• We may not retroactively amend the bylaws provisions to reduce our indemnification obligations to directors, officers, employees and agents.

We expect to enter into indemnification agreements with each of our current directors and officers to give these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our restated certificate of incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving our directors, officers, or employees regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

The indemnification provisions in our restated certificate of incorporation and amended and restated bylaws and the indemnification agreements we intend to enter into with each of our directors and officers may be sufficiently broad to permit indemnification of our directors and officers for liabilities (including reimbursement of expenses incurred) arising under the Securities Act.

The underwriting agreement to be filed as an exhibit to this registration statement will provide for indemnification of us and our officers and directors by the underwriters for certain liabilities arising under the Securities Act and otherwise to the extent, but only to the extent, that such liability arose from an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to us by such underwriter specifically for use in the prospectus.

We currently maintain liability insurance for our officers and directors. We are seeking to obtain a new directors’ and officers’ liability insurance policy and expect the insurance to include coverage for securities laws matters.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since January 1, 2007, we have sold and issued unregistered securities to a limited number of persons, as described below.

1. Sales of Preferred Stock

• In March 2007, we issued and sold an aggregate of 5,000,000 shares (not adjusted for our July 2008 1-for-10 reverse stock split) of Series A Preferred Stock to a total of three investors, GI Partners Fund II, L.P., GI Partners Side Fund II, L.P. and Telxinvest, LLC at $10 per share, for aggregate proceeds of $50,000,000.

• In April 2008, we issued and sold an aggregate of 1,524,000 shares (not adjusted for our July 2008 1-for-10 reverse stock split) of Series A Preferred Stock to a total of three investors, GI Partners Fund II, L.P., GI Partners Side Fund II, L.P. and Telxinvest, LLC at $10 per share, for aggregate proceeds of $15,240,000.

• Since January 1, 2007, we have issued an aggregate of 1,546,859 shares (not adjusted for our July 2008 1-for-10 reverse stock split) of Series B Contingent Preferred Stock pursuant to employment agreements we entered into with certain of our current and former officers and otherwise in accordance with grants made by our board of directors to certain of these officers. We have issued shares of Series B Contingent Preferred Stock to Eric Shepcaro, Christopher W. Downie, J. Todd Raymond, Michael Terlizzi, William Kolman and two former officers.

2. Warrants

• In May 2008, we issued a warrant to purchase an aggregate of 10,000 shares of our common stock at an exercise price of $4.00 per share (not adjusted for our July 2008 1-for-10 reverse stock split) of our common stock to GreatAccess.com, Inc.

II-2

3. Options and Common Stock Issuances

• From January 1, 2007 through December 31, 2009, we granted to our employees options to purchase an aggregate of 103,963 shares of our common stock at prices ranging from $20.00 to $40.00 per share for an aggregate purchase price of $3,360,040.

• From January 1, 2007 through December 31, 2009, we issued and sold an aggregate of 607 shares of our common stock upon the exercise of options issued to certain employees at an exercise price of $20 per share.

None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering, and the registrant believes the transactions were exempt from the registration requirements of the Securities Act of 1933 in reliance on Section 4(2) thereof, and the rules and regulations promulgated thereunder, or Rule 701 thereunder, as transactions by an issuer not involving a public offering or transactions pursuant to compensatory benefit plans and contracts relating to compensation as provided under such Rule 701. The recipients of securities in such transactions represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the stock certificates and instruments or agreements issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits.

Exhibit Number	Title
1.1*	Form of Underwriting Agreement
3.1*	Form of Restated Certificate of Incorporation of the Registrant (to be in effect upon the closing of this offering)
3.2*	Form of Amended and Restated By-Laws (to be in effect upon the closing of this offering)
4.1*	Form of Common Stock Certificate of the Registrant
5.1*	Opinion of Paul, Hastings, Janofsky & Walker, LLP
10.1+	Standard Form of Office Lease between Connectech, LLC and Hudson Telegraph Associates, dated June 11, 1997
10.2+	Amendment of Lease between Colo Properties, Inc. and Hudson Telegraph Associates, L.P., dated July 8, 2002
10.3	Amendment of Lease between Colo Properties, Inc. and Hudson Telegraph Associates, L.P., dated November 1, 2002
10.4+	Agreement of Sublease between Colo Properties, Inc. and XO Communications Services, Inc., dated July 14, 2006
10.5+	Consent to Sublease by 60 Hudson Owner LLC dated July 21, 2006
10.6+	First Amendment of Sublease between telx – New York, LLC and XO Communications Services, Inc., dated January 17, 2008
10.7+	Amended and Restated Subordination, Attornment and Lease Agreement between telx – New York LLC and 60 Hudson Owner LLC, dated April 16, 2008
10.8+	Standard Form of Office Lease between Telx Communications Corporation and Hudson Telegraph Associates, L.P., dated July 6, 1999
10.9	Amendment of Lease between Colo Properties, Inc. and Hudson Telegraph Associates, L.P., dated August 1, 2003

II-3

Exhibit Number	Title
10.10	Amendment of Lease between Colo Properties, Inc. and 60 Hudson Owner LLC, dated November 1, 2005
10.11+	Amendment of Lease between Colo Properties, Inc. and 60 Hudson Owner LLC, dated May 15, 2006
10.12	Amendment of Lease between Colo Properties, Inc. and 60 Hudson Owner LLC, dated July 1, 2006
10.13	Amendment of Lease between Colo Properties, Inc. and 60 Hudson Owner LLC, dated July 1, 2007
10.14+	Agreement of Lease between Telx – New York 111 8th, LLC and 111 Chelsea Commerce LP, dated March 15, 2007
10.15+	First Amendment of Lease between Telx – New York, 111 8th, LLC and 111 Chelsea Commerce LP, dated July 3, 2008
10.16+	Second Amendment of Lease between Telx – New York, 111 8th, LLC and 111 Chelsea Commerce LP, dated December 9, 2008
10.17	Meet-Me-Room Management Agreement among The Telx Group, Inc., Affiliates of The Telx Group, Inc., Digital Realty Trust, L.P. and Affiliates of Digital Realty Trust, L.P., dated December 1, 2007
10.18+	Operating Agreement between The Telx Group, Inc. and Digital Realty Trust, L.P., dated December 1, 2006
10.19+	Master Meet-Me-Room Lease between telx – Dallas, LLC and Digital – Bryan Street Partnership, L.P., dated December 1, 2006
10.20+	First Amendment to Master Meet-Me-Room Lease between telx – Dallas, LLC and Digital – Bryan Street Partnership, L.P., dated June 29, 2007
10.21+	Second Amendment to Master Meet-Me-Room Lease between telx – Dallas, LLC and Digital – Bryan Street Partnership, L.P., dated August 3, 2007
10.22+	Third Amendment to Master Meet-Me-Room Lease between telx – Dallas, LLC and Digital – Bryan Street Partnership, L.P. dated March 31, 2008
10.23	Amended and Restated Loan Agreement, dated August 10, 2007, between Colo Properties Atlanta, LLC and UBS Real Estate Securities Inc.
10.24	First Amendment to Amended and Restated Loan Agreement, dated December 19, 2007, between Colo Properties Atlanta, LLC and UBS Real Estate Securities Inc.
10.25	Amended and Restated Mezzanine A Loan Agreement, dated August 10, 2007, between CP Atlanta, LLC and UBS Real Estate Securities Inc.
10.26	First Amendment to Amended and Restated Mezzanine A Loan Agreement, dated December 19, 2007, between CP Atlanta, LLC and UBS Real Estate Securities Inc.
10.27	Mezzanine B Loan Agreement, dated August 10, 2007, between CP Atlanta II, LLC and UBS Real Estate Securities Inc.
10.28	Loan Extension Agreement, dated March 9, 2009, between Colo Properties Atlanta, LLC and Wells Fargo Bank, N.A., as Trustee
10.29	Amended and Restated Loan and Security Agreement, dated March 31, 2009, among Telx – New York 111 8th, telx – New York, LLC, telx – New York Management, LLC and telx – New York Holdings, LLC, as the Borrowers, the institutions party thereto from time to time as Lenders, Royal Bank of Canada, as the Syndicating Agent and CIT Lending Services Corporation, as the Agent
10.30	First Amendment to Amended and Restated Loan and Security Agreement, dated June 11, 2009, among Telx – New York 111 8th, telx – New York, LLC, telx – New York Management, LLC and telx – New York Holdings, LLC, as the Borrowers, the institutions party thereto from time to time as Lenders, Royal Bank of Canada, as the Syndicating Agent and CIT Lending Services Corporation, as the Agent

II-4

Exhibit Number	Title
10.31	Second Amendment to Amended and Restated Loan and Security Agreement, dated September 1, 2009, among Telx – New York 111 8th, telx – New York, LLC, telx – New York Management, LLC and telx – New York Holdings, LLC, as the Borrowers, the institutions party thereto from time to time as Lenders, Royal Bank of Canada, as the Syndicating Agent and CIT Lending Services Corporation, as the Agent
10.32	Third Amendment to Amended and Restated Loan and Security Agreement, dated October 9, 2009, among Telx – New York 111 8th, telx – New York, LLC, telx – New York Management, LLC and telx – New York Holdings, LLC, as the Borrowers, the institutions party thereto from time to time as Lenders, Royal Bank of Canada, as the Syndicating Agent and CIT Lending Services Corporation, as the Agent
10.33	Employment Agreement, dated January 8, 2007, between The Telx Group, Inc. and Eric Shepcaro
10.34	Employment Agreement, dated May 25, 2007, between The Telx Group, Inc. and Christopher W. Downie
10.35	Employment Agreement, dated September 20, 2006, between The Telx Group, Inc. and J. Todd Raymond
10.36	Employment Agreement, dated May 7, 2007, between The Telx Group, Inc. and William Kolman
10.37	Employment Agreement, dated September 20, 2006, between The Telx Group, Inc. and Michael Terlizzi
10.38	The Telx Group, Inc. 2007 Employee Stock Plan
10.39	Form of Incentive Stock Option Agreement under the 2007 Employee Stock Plan
10.40	Form of Non-Qualified Stock Option Agreement under the 2007 Employee Stock Plan
10.41*	The Telx Group, Inc. 2010 Stock Incentive Plan
10.42*	Form of Stock Option Award Agreement under the 2010 Stock Incentive Plan
10.43*	Form of Restricted Stock Unit Award Agreement under the 2010 Stock Incentive Plan
10.44*	Form of Restricted Stock Award Agreement under the 2010 Stock Incentive Plan
10.45	Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and J. Todd Raymond
10.46	Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and Michael Terlizzi
10.47	Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and Christopher Downie
10.48	Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and William Kolman
10.49	Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and Eric Shepcaro
10.50+	Third Amendment of Lease between Telx – New York 111 8th, LLC and 111 Chelsea Commerce LP, dated March 1, 2010
10.51	Fourth Amendment of Lease between Telx – New York 111 8th, LLC and 111 Chelsea Commerce LP, dated March 1, 2010
21.1	List of subsidiaries of the Registrant
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2*	Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 5.1)
24.1	Powers of Attorney

* To be filed by amendment.

+ Confidential treatment has been requested for certain portions which are omitted in the copy of the exhibit electronically filed with the SEC. The omitted information has been filed separately with the SEC pursuant to our application for confidential treatment.

II-5

(b) Financial Statement Schedules.

See Schedule II—“Valuation and Qualifying Accounts” contained on page F-37. All other schedules are omitted as the information is not required or is included in the Registrant’s financial statements and related notes.

ITEM 17. UNDERTAKINGS.

The registrant hereby undertakes to provide to the underwriters, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

1. For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of these securities at that time shall be deemed to be the initial bona fide offering thereof.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on this 18th day of March, 2010.

The Telx Group, Inc.
By:	/S/    ERIC SHEPCARO
Name:	Eric Shepcaro
Title:	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/S/    HOWARD PARK         Howard Park	Chairman of the Board	March 18, 2010
/s/    ERIC SHEPCARO         Eric Shepcaro	Chief Executive Officer and Director (principal executive officer)	March 18, 2010
/s/    CHRISTOPHER W. DOWNIE         Christopher W. Downie	President, Chief Financial Officer, and Treasurer (principal financial and accounting officer)	March 18, 2010
/s/    ERIC HARRISON         Eric Harrison	Director	March 18, 2010
/s/    DANIEL H. SCHULMAN         Daniel H. Schulman	Director	March 18, 2010

II-7

EXHIBIT INDEX

Exhibit Number		Title
1.1	*	Form of Underwriting Agreement
3.1	*	Form of Restated Certificate of Incorporation of the Registrant (to be in effect upon the closing of this offering)
3.2	*	Form of Amended and Restated By-Laws (to be in effect upon the closing of this offering)
4.1	*	Form of Common Stock Certificate of the Registrant
5.1	*	Opinion of Paul, Hastings, Janofsky & Walker, LLP
10.1+		Standard Form of Office Lease between Connectech, LLC and Hudson Telegraph Associates, dated June 11, 1997
10.2+		Amendment of Lease between Colo Properties, Inc. and Hudson Telegraph Associates, L.P., dated July 8, 2002
10.3		Amendment of Lease between Colo Properties, Inc. and Hudson Telegraph Associates, L.P., dated November 1, 2002
10.4+		Agreement of Sublease between Colo Properties, Inc. and XO Communications Services, Inc., dated July 14, 2006
10.5+		Consent to Sublease by 60 Hudson Owner LLC dated July 21, 2006
10.6+		First Amendment of Sublease between telx – New York, LLC and XO Communications Services, Inc., dated January 17, 2008
10.7+		Amended and Restated Subordination, Attornment and Lease Agreement between telx – New York LLC and 60 Hudson Owner LLC, dated April 16, 2008
10.8+		Standard Form of Office Lease between Telx Communications Corporation and Hudson Telegraph Associates, L.P., dated July 6, 1999
10.9		Amendment of Lease between Colo Properties, Inc. and Hudson Telegraph Associates, L.P., dated August 1, 2003
10.10		Amendment of Lease between Colo Properties, Inc. and 60 Hudson Owner LLC, dated November 1, 2005
10.11+		Amendment of Lease between Colo Properties, Inc. and 60 Hudson Owner LLC, dated May 15, 2006
10.12		Amendment of Lease between Colo Properties, Inc. and 60 Hudson Owner LLC, dated July 1, 2006
10.13		Amendment of Lease between Colo Properties, Inc. and 60 Hudson Owner LLC, dated July 1, 2007
10.14+		Agreement of Lease between Telx – New York 111 8th, LLC and 111 Chelsea Commerce LP, dated March 15, 2007
10.15+		First Amendment of Lease between Telx – New York, 111 8th, LLC and 111 Chelsea Commerce LP, dated July 3, 2008
10.16+		Second Amendment of Lease between Telx – New York, 111 8th, LLC and 111 Chelsea Commerce LP, dated December 9, 2008
10.17		Meet-Me-Room Management Agreement among The Telx Group, Inc., Affiliates of The Telx Group, Inc., Digital Realty Trust, L.P. and Affiliates of Digital Realty Trust, L.P., dated December 1, 2007
10.18+		Operating Agreement between The Telx Group, Inc. and Digital Realty Trust, L.P., dated December 1, 2006
10.19+		Master Meet-Me-Room Lease between telx – Dallas, LLC and Digital – Bryan Street Partnership, L.P., dated December 1, 2006

Exhibit Number	Title
10.20+	First Amendment to Master Meet-Me-Room Lease between telx – Dallas, LLC and Digital – Bryan Street Partnership, L.P., dated June 29, 2007
10.21+	Second Amendment to Master Meet-Me-Room Lease between telx – Dallas, LLC and Digital – Bryan Street Partnership, L.P., dated August 3, 2007
10.22+	Third Amendment to Master Meet-Me-Room Lease between telx – Dallas, LLC and Digital – Bryan Street Partnership, L.P. dated March 31, 2008
10.23	Amended and Restated Loan Agreement, dated August 10, 2007, between Colo Properties Atlanta, LLC and UBS Real Estate Securities Inc.
10.24	First Amendment to Amended and Restated Loan Agreement, dated December 19, 2007, between Colo Properties Atlanta, LLC and UBS Real Estate Securities Inc.
10.25	Amended and Restated Mezzanine A Loan Agreement, dated August 10, 2007, between CP Atlanta, LLC and UBS Real Estate Securities Inc.
10.26	First Amendment to Amended and Restated Mezzanine A Loan Agreement, dated December 19, 2007, between CP Atlanta, LLC and UBS Real Estate Securities Inc.
10.27	Mezzanine B Loan Agreement, dated August 10, 2007, between CP Atlanta II, LLC and UBS Real Estate Securities Inc.
10.28	Loan Extension Agreement, dated March 9, 2009, between Colo Properties Atlanta, LLC and Wells Fargo Bank, N.A., as Trustee
10.29	Amended and Restated Loan and Security Agreement, dated March 31, 2009, among Telx – New York 111 8th, telx – New York, LLC, telx – New York Management, LLC and telx – New York Holdings, LLC, as the Borrowers, the institutions party thereto from time to time as Lenders, Royal Bank of Canada, as the Syndicating Agent and CIT Lending Services Corporation, as the Agent
10.30	First Amendment to Amended and Restated Loan and Security Agreement, dated June 11, 2009, among Telx – New York 111 8th, telx – New York, LLC, telx – New York Management, LLC and telx – New York Holdings, LLC, as the Borrowers, the institutions party thereto from time to time as Lenders, Royal Bank of Canada, as the Syndicating Agent and CIT Lending Services Corporation, as the Agent
10.31	Second Amendment to Amended and Restated Loan and Security Agreement, dated September 1, 2009, among Telx – New York 111 8th, telx – New York, LLC, telx – New York Management, LLC and telx – New York Holdings, LLC, as the Borrowers, the institutions party thereto from time to time as Lenders, Royal Bank of Canada, as the Syndicating Agent and CIT Lending Services Corporation, as the Agent
10.32	Third Amendment to Amended and Restated Loan and Security Agreement, dated October 9, 2009, among Telx – New York 111 8th, telx – New York, LLC, telx – New York Management, LLC and telx – New York Holdings, LLC, as the Borrowers, the institutions party thereto from time to time as Lenders, Royal Bank of Canada, as the Syndicating Agent and CIT Lending Services Corporation, as the Agent
10.33	Employment Agreement, dated January 8, 2007, between The Telx Group, Inc. and Eric Shepcaro
10.34	Employment Agreement, dated May 25, 2007, between The Telx Group, Inc. and Christopher W. Downie
10.35	Employment Agreement, dated September 20, 2006, between The Telx Group, Inc. and J. Todd Raymond
10.36	Employment Agreement, dated May 7, 2007, between The Telx Group, Inc. and William Kolman
10.37	Employment Agreement, dated September 20, 2006, between The Telx Group, Inc. and Michael Terlizzi

2

Exhibit Number		Title
10.38		The Telx Group, Inc. 2007 Employee Stock Plan
10.39		Form of Incentive Stock Option Agreement under the 2007 Employee Stock Plan
10.40		Form of Non-Qualified Stock Option Agreement under the 2007 Employee Stock Plan
10.41	*	The Telx Group, Inc. 2010 Stock Incentive Plan
10.42	*	Form of Stock Option Award Agreement under the 2010 Stock Incentive Plan
10.43	*	Form of Restricted Stock Unit Award Agreement under the 2010 Stock Incentive Plan
10.44	*	Form of Restricted Stock Award Agreement under the 2010 Stock Incentive Plan
10.45		Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and J. Todd Raymond
10.46		Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and Michael Terlizzi
10.47		Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and Christopher Downie
10.48		Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and William Kolman
10.49		Loan Cancellation and Release Agreement, dated as of March 2, 2010, by and between The Telx Group, Inc. and Eric Shepcaro
10.50+		Third Amendment of Lease between Telx – New York 111 8th, LLC and 111 Chelsea Commerce LP, dated March 1, 2010
10.51		Fourth Amendment of Lease between Telx – New York 111 8th, LLC and 111 Chelsea Commerce LP, dated March 1, 2010
21.1		List of subsidiaries of the Registrant
23.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2	*	Consent of Paul, Hastings, Janofsky & Walker LLP (included in Exhibit 5.1)
24.1		Powers of Attorney

* To be filed by amendment.

+ Confidential treatment has been requested for certain portions which are omitted in the copy of the exhibit electronically filed with the SEC. The omitted information has been filed separately with the SEC pursuant to our application for confidential treatment.

3

EX-10.1

Exhibit 10.1

Confidential Treatment Requested by The Telx Group, Inc.

STANDARD FORM OF OFFICE LEASE

The Real Estate Board of New York, Inc.

Agreement of Lease, made as of this 11^th day of June, 1997, between

HUDSON TELEGRAPH ASSOCIATES, a New York limited partnership, having an address c/o Williams Real Estate Co. Inc., 530 Fifth Avenue, New York, New York 10036 (“Owner” or “Landlord”) and CONNECTECH LLC, a New York limited liability company, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”)

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner a portion of the twenty-third (23rd) floor as shown hatched on Exhibit A annexed hereto (the “premises” or “demised premises”) in the building known as 60 Hudson Street (the “Building”), in the Borough of Manhattan, City of New York, for the term (the “Term”) of approximately ten (10) years and five (5) months, to commence on the date hereof (the “Commencement Date”) and to expire on October 31, 2007 (the “Expiration Date”) (or until such Term shall cease and expire as hereinafter provided), at the fixed annual rental rate (the “Fixed Rent”) of [***] per annum, subject to adjustment as hereinafter provided.

which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installments in advance on the first day of each month during said term, at the office of Owner or such other place as Owner may designate, without any set off or deduction whatsoever, except that Tenant shall pay the first                 monthly installment on the execution hereof (unless this lease be a renewal).

In the event that, at the commencement of the term of this lease, or thereafter, Tenant shall be in default in the payment of rent to Owner pursuant to the terms of another lease with Owner or with Owner’s predecessor in interest, Owner may at Owner’s option and without notice to Tenant add the amount of such arrears to any monthly installment of rent payable hereunder and the same shall be payable to Owner as additional rent.

The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:

Rent: 1.    Tenant shall pay the rent as above and as hereinafter provided.

Occupancy: 2.    Tenant shall use and occupy the demised premises for general office purposes, and, to the extent permitted by the certificate of occupancy for the Building, for telecommunications facilities and ancillary uses, and for no other purpose.

Tenant Alterations: 3.    ¹ If any mechanic’s lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be discharged by Tenant within thirty days thereafter, at Tenant’s expense, by payment or filing the bond required by law. All fixtures and all paneling, partitions, railings and like installations, installed in the premises at any time, either by Tenant or by Owner on Tenant’s behalf, shall, upon installation, become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant no later than twenty days prior to the dates fixed as the termination of this lease, elects to relinquish Owner’s rights thereto and to have them removed by Tenant, in which event the same shall be removed from the premises by Tenant prior to the expiration of the lease, at Tenant’s expense. Nothing in this Article shall be construed to give Owner title to or to prevent Tenant’s removal of trade fixtures, moveable office furniture and equipment, but upon removal of any such from the premises or upon removal of other installations as may be required by Owner, Tenant shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed, by Tenant at the end of the term remaining in the premises after Tenant’s removal shall be deemed abandoned and may, at the election of Owner, either be retained as Owner’s property or may be removed from the premises by Owner, at Tenant’s expense.

Maintenance and Repairs: 4.    Tenant shall, throughout the term of this lease, take good care of the demised premises and the fixtures and appurtenances therein. Tenant shall be responsible for all damage or injury to the demised premises or any other part of the building and the systems and equipment thereof, whether requiring structural or nonstructural repairs caused by or resulting from carelessness, omission, neglect or improper conduct of Tenant. Tenant’s subtenants, agents, employees, invitees or licensees, or which arise out of any work, labor, service or equipment done for or supplied to Tenant or any subtenant    ² or arising out of the installation, use or operation of the property or equipment of Tenant or any subtenant. Tenant shall also repair all damage to the building and the demised premises caused by the moving of Tenant’s fixtures, furniture and equipment. Tenant shall promptly make, at Tenant’s expense, all repairs in and to the demised premises for which Tenant is responsible, using only the contractor for the trade or trades in question, selected from a list of at least two contractors per trade submitted by Owner. Any other repairs in or to the building or the facilities and systems thereof for which Tenant is responsible shall be performed by Owner at the Tenant’s expense. Owner shall maintain in good working order and repair the exterior and the structural portions of the building, including the structural portions of its demised premises, and the public portions of the building interior and the building plumbing, electrical, heating and ventilating systems (to the extent such systems presently exist) serving the demised premises. Tenant agrees to give prompt notice of any defective condition in the premises for which Owner may be responsible hereunder. There shall be no allowance to Tenant for diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or others making repairs, alterations, additions or improvements in or to any portion of the building or the demised premises or in and to the fixtures, appurtenances or equipment thereof.    ³ It is specifically agreed that Tenant shall not be entitled to any setoff or reduction of rent by reason of any failure of Owner to comply with the covenants of this or any other article of this Lease. Tenant agrees that Tenant’s sole remedy at law in such instance will be by way of an action for damages for breach of contract. The provisions of this Article 4 shall not apply in the case of fire or other casualty which are dealt with in Article 9 hereof.

Window Cleaning: 5.    Tenant will not clean nor require, permit, suffer or allow any window in the demised premises to be cleaned from the outside in violation of Section 202 of the Labor Law or any other applicable law or of the Rules of the Board of Standards and Appeals, or of any other Board or body having or asserting jurisdiction.

Requirements of Law, Fire Insurance, Floor Loads: 6.    Prior to the commencement of the lease term, if Tenant is then in possession, and at all times thereafter, Tenant, at Tenant’s sole cost and expense, shall promptly comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, Insurance Services Office, or any similar body which shall impose any violation, order or duty upon Owner or Tenant with respect to the demised premises,    ⁴ out of Tenant’s manner of use thereof, (including Tenant’s permitted use) or, with respect to the building if arising out of Tenant’s manner of use of the premises or the building (including the use permitted under the lease). Nothing herein shall require Tenant to make structural repairs or alterations unless Tenant has, by its manner of use of the demised premises or method of operation therein, violated any such laws, ordinances, orders, rules, regulations or requirements with respect thereto. Tenant may, after securing Owner to

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Owner’s satisfaction against all damages, interest, penalties and expenses, including, but not limited to, reasonable attorney’s fees, by cash deposit or by surety bond in an amount and in a company satisfactory to Owner, contest and appeal any such laws, ordinances, orders, rules, regulations or requirements provided same is done with all reasonable promptness and provided such appeal shall not subject Owner to prosecution for a criminal offense or constitute a default under any lease or mortgage under which Owner may be obligated, or cause the demised premises or any part thereof to be condemned or vacated. Tenant shall not do or permit any act or thing to be done in or to the demised premises which is contrary to law, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Owner with respect to the demised premises or the building of which the demised premises form a part, or which shall or might subject Owner to any liability or responsibility to any person or for property damage. Tenant shall not keep anything in the demised premises except as now or hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization or other authority having jurisdiction, and then only in such manner and such quantity so as not to increase the rate for fire insurance applicable to the building, nor use the premises in a manner which will increase the insurance rate for the building or any property located therein over that in effect prior to the commencement of Tenant’s occupancy. Tenant shall pay all costs, expenses, fines, penalties, or damages, which may be imposed upon Owner by reason of Tenant’s failure to comply with the provisions of this article and if by reason of such failure the fire insurance rate shall, at the beginning of this lease or at any time thereafter, be higher than it otherwise would be, then Tenant shall reimburse Owner, as additional rent hereunder, for that portion of all fire insurance premiums thereafter paid by Owner which shall have been charged because of such failure by Tenant. In any action or proceeding wherein Owner and Tenant are parties, a schedule or “make-up” of rate for the building or demised premises issued by the New York Fire Insurance Exchange, or other body making fire insurance rates applicable to said premises shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to said premises. Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by Tenant, at Tenant’s expense, in settings sufficient, in Owner’s    ⁵ judgment, to absorb and prevent vibration, noise and annoyance.

Subordination: 7.    This lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect such leases or the real property of which demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such underlying leases and mortgages. This clause shall be self-operative and no further instrument of subordination shall be required by any ground or underlying lessor or by any mortgagee, affecting any lease or the real property of which the demised premises are a part. In confirmation of such subordination, Tenant shall from time to time execute promptly any certificate that Owner may request.

Property Loss, Damage Reimbursement Indemnity: 8.    Owner or its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the building, nor for loss of or damage to any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by or due to the negligence of Owner, its agents, servants or employees. Owner or its agents will not be liable for any such damage caused by other tenants or persons in, upon or about said building or caused by operations in construction of any private, public or quasi public work. If at any time any windows of the demised premises are temporarily closed, darkened or bricked up (or permanently closed, darkened or bricked up, if required by law) for any reason whatsoever including, but not limited to Owner’s own acts, Owner shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement or diminution of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall indemnify and save harmless Owner against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Owner shall not be reimbursed by insurance, including reasonable attorneys fees, paid, suffered or incurred as a result of any breach by Tenant, Tenant’s agents, contractors, employees, invitees, or licensees, of any covenant or condition of this lease, or the carelessness, negligence or improper conduct of the Tenant, Tenant’s agents, contractors, employees, invitees or licensees. Tenant’s liability under this lease extends to the acts and omissions of any sub-tenant, and any agent, contractor, employee, invitee or licensee of any sub-tenant,    ^5a In case any action or proceeding is brought against    ^5b by reason of any such claim,    ^5c, upon written notice from    ^5d, will, at    ^5e expense, resist or defend such action or proceeding by counsel approved by counsel^5d in writing, such approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty: 9.    (a) If the demised premises or any part thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Owner and this lease shall continue in full force and effect except as hereinafter set forth. (b) If the demised premises are partially damaged or rendered partially unusable by fire or other casualty, the damages thereto shall be repaired by and at the expense of Owner and the rent and other items of additional rent, until such repair shall be substantially completed, shall be apportioned from the day following the casualty according to the part of the premises which is usable. (c) If the demised premises are totally damaged or rendered wholly unusable by fire or other casualty, then the rent and other items of additional rent as hereinafter expressly provided shall be proportionately paid up to the time of the casualty and thenceforth shall cease until the date when the premises shall have been repaired and restored by Owner (or sooner reoccupied in part by Tenant    ⁶ then rent shall be apportioned as provided in subsection (b) above), subject to Owner’s right to elect not to restore the same as hereinafter provided, (d) If the demised premises are rendered wholly unusable or (whether or not the demised premises are damaged in whole or in part) if the building shall be so damaged that Owner shall decide to demolish it or to rebuild it, then, in any of such events, Owner may elect to terminate this lease by written notice to Tenant, given within 90 days after such fire or casualty, or 30 days after adjustment of the insurance claim for such fire or casualty, whichever is sooner, specifying a date for the expiration of the lease, which date shall not be more than 60 days after the giving of such notice, and upon the date specified in such notice the term of this lease shall expire as fully and completely as if such date were the date set forth above for the termination of this lease and Tenant shall forthwith quit, surrender and vacate the premises without prejudice however, to Landlord’s rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Unless Owner    ⁷ shall serve a termination notice as provided for herein, Owner shall make the repairs and restorations under the conditions of (b) and (c) hereof, with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Owner’s control. After any such casualty, Tenant shall cooperate with Owner’s restoration by removing from the premises as promptly as reasonably possible, all of Tenant’s salvageable inventory and moveable equipment, furniture, and other property. Tenant’s liability for rent shall resume five (5) days after written notice from Owner that the premises are substantially ready for Tenant’s occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty. Notwithstanding the foregoing, including Owner’s obligation to restore under subparagraph (b) above, each party shall look first to any insurance in its favor before making any claim against the other party for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Owner and Tenant each hereby releases and waives all right of recovery with respect to subparagraphs (b), (d), and (e) above, against the other or any one claiming through or under each of them by way of subrogation or otherwise. The release and waiver herein referred to shall be deemed to include any loss or damage to the demised premises and/or to any personal property, equipment, trade fixtures, goods and merchandise located therein. The foregoing release and waiver shall be in force only if both releasers’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance. If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium within ten days after written demand or shall be deemed to have agreed that the party obtaining insurance coverage shall be free of any further obligation under the provisions hereof with respect to waiver of subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant’s furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by Tenant and agrees that Owner will not be obligated to repair any damage thereto or replace the same. (f) Tenant hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this article shall govern and control in lieu thereof.

Eminent Domain: 10.    If the whole or any    ⁸ part of the demised premises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired term of said lease and assigns to Owner, Tenant’s entire interest in any such award. Tenant shall have the right to make an independent claim to the condemning authority for the value of Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the terms of the lease to remove such property, trade fixture and equipment at the end of the term and provided further such claim does not reduce Owner’s award.

Assignment, Mortgage, Etc.: 11.    Tenant, for itself, its heirs, distributees, executors, administrators, legal representative, successor and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Owner in each instance.    ⁹ Transfer of the majority of the stock of a corporate Tenant or the majority partnership interest of a partnership Tenant shall be deemed an assignment. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, under tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, under tenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Owner to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting.

Electric Current: 12.     Rates and conditions in respect to submetering or rent inclusion, as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation and Tenant may not use any electrical equipment which, in Owner’s opinion, reasonably exercised, will overload such installations or interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service shall in no wise make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain.    ¹⁰

Access to Premises: 13.     Owner or Owner’s agents shall have the right (but shall not be obligated) to enter the demised premises in any emergency at any time, and, at other reasonable times,    ¹¹ to examine the same and to make such repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to the demised premises or to any other portion of the building or which Owner may elect to perform. Tenant shall permit Owner to use and maintain and replace pipes and conduits in and through the demised premises and to erect new pipes and conduits therein provided they are concealed within the walls, floor, or ceiling. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction nor shall the Tenant be entitled to any abatement of rent while such work is in progress nor to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof Owner shall have the right to enter the demised premises at reasonable hours    ¹¹ for the purpose of showing the

Rider to be added if necessary.

same to prospective purchasers or mortgagees of the building, and during the last six months of the term for the purpose of showing the same to prospective tenants. If Tenant is not present to open and permit an entry into the demised premises, Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or    ¹² forcibly and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents liable therefor, nor in any event shall the obligations of Tenant hereunder be affected.

Vault, Vault Space, Area: 14.    No Vaults, vault space or area, whether or not enclosed or covered, not within the property line of the building is leased hereunder, anything contained in or indicated on any sketch, blue print or plan, or anything contained elsewhere in this lease to the contrary notwithstanding. Owner makes no representation as to the location of the property line of the building. All vaults and vault space and all such areas not within the property line of the building, which Tenant may be permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked, or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility, Owner shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such revocation, diminution or requisition be deemed constructive or actual eviction. Any tax, fee or charge of municipal authorities for such vault or area shall be paid by Tenant.

Occupancy: 15.    Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which the demised premises are a part. Tenant has inspected the premises and accepts them as is, subject to the riders annexed hereto with respect to Owner’s work, if any. In any event, Owner makes no representation as to the condition of the premises and Tenant agrees to accept the same subject to violations, whether or not of record.

Bankruptcy: 16.    (a) Anything elsewhere in this lease to the contrary notwithstanding, this lease may be cancelled by Owner by the sending of a written notice to Tenant within a reasonable time after the happening of any one or more of the following events: (1) the commencement of a case in bankruptcy or under the laws of any state naming Tenant as the debtor;    ¹³ or (2) the making by Tenant of an assignment or any other arrangement for the benefit of creditors under any state statute. Neither Tenant nor any person claiming through or under Tenant, or by reason of any statute or order of court, shall thereafter be entitled to possession of the premises demised but shall forthwith quit and surrender the premises. If this lease shall be assigned in accordance with its terms, the provisions of this Article 16 shall be applicable only to the party then owning Tenant’s interest in this lease.

(b) it is stipulated and agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any other provisions of this lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the difference between the rent reserved hereunder for the unexpired portion of the term demised and the fair and reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the    ¹⁴ rate per annum. If such premises or any part thereof be re-let by the Owner for the unexpired term of said lease, or any part thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such re-letting shall be deemed to be the fair and reasonable rental value for the part or the whole of the premises so re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of the Owner to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

Default: 17.    (1) If Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent or additional rent; or if the demised premises become vacant or deserted; or if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the demised premises shall be taken or occupied by someone other than Tenant; or if this lease be rejected under §235 of Title 11 of the U.S. Code (bankruptcy code); or if Tenant shall fail to move into or take possession of the premises within thirty (30) days after the commencement of the term of this lease, then, in any one or more of such events, upon Owner serving a written     ¹⁵ days notice upon Tenant specifying the nature of said default and upon the expiration of said     ¹⁵ days, if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said    ¹⁵ day period, and if Tenant shall not have diligently commenced curing such default within such     ¹⁵ day period, and shall not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such default, then Owner may serve a written five (5) days’ notice of cancellation of this lease upon Tenant, and upon the expiration of said five (5) days this lease and the term thereunder shall end and expire as fully and completely as if the expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall then quit and surrender the demised premises to Owner but Tenant shall remain liable as hereinafter provided.

(2) If the notice provided for in (1) hereof shall have been given, and the term shall expire as aforesaid; or if Tenant shall make default in the payment of the rent reserved herein or any item of additional rent herein mentioned or any part of either or in making any other payment herein required    ¹⁶ then and in any of such events Owner may without notice, re-enter the demised premises either by force or otherwise, and dispossess Tenant by summary proceedings or otherwise, and the legal representative of Tenant or other occupant of demised premises and remove their effects and hold the premises as if this lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. If Tenant shall make default hereunder prior to the date fixed as the commencement of any renewal or extension of this lease, Owner may cancel and terminate such renewal or extension agreement by written notice.

Remedies of Owner and Waiver of Redemption: 18.    In case of any such default, re-entry, expiration and/or dispossess by summary proceedings or otherwise, (a) the rent shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, (b) Owner may re-let the premises or any part or parts thereof, either in the name of Owner or otherwise, for a term or terms, which may at Owner’s option be less than or exceed the period which would otherwise have constituted the balance of the term of this lease and may grant concessions or free rent or charge a higher rental than that in this lease, and/or (c) Tenant or the legal representatives of Tenant shall also pay Owner as liquidated damages for the failure of Tenant to observe and perform said Tenant’s covenants herein contained, any deficiency between the rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the lease or leases of the demised premises for each month of the period which would otherwise have constituted the balance of the term of this lease. The failure of Owner to re-let the premises or any part or parts thereof shall not release or affect Tenant’s liability for damages. In computing such liquidated damages there shall be added to the said deficiency such expenses as Owner may incur in connection with re-letting, such as legal expenses, reasonable attorneys’ fees, brokerage, advertising and for keeping the demised premises in good order or for preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Owner to collect the deficiency for any subsequent month by a similar proceeding. Owner, in putting the demised premises in good order or preparing the same for re-rental may, at Owner’s option, make such alterations, repairs, replacements, and/or decorations in the demised premises as Owner, in Owner’s sole judgment, considers advisable and necessary for the purpose of re-letting the demised premises, and the making of such alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid. Owner shall in no event be liable in any way whatsoever for failure to re-let the demised premises, or in the event that the demised premises are re-let, for failure to collect the rent thereof under such re-letting, and in no event shall Tenant be entitled to receive any excess, if any, of such net rents collected over the sums payable by Tenant to Owner hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Owner shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this lease of any particular remedy, shall not preclude Owner from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Owner obtaining possession of demised premises, by reason of the violation by Tenant of any of the covenants and conditions of this lease, or otherwise.

Fees and Expenses: 19.    If Tenant shall default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under or by virtue of any of the terms or provisions in any article of this lease, after notice if required and upon expiration of any applicable grace period if any, (except in an emergency), then, unless otherwise provided elsewhere in this lease, Owner may immediately or at any time thereafter and without notice perform the obligation of Tenant thereunder. If Owner, in connection with the foregoing or in connection with any default by Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs any obligations for the payment of money, including but not limited to reasonable attorneys’ fees, in instituting, prosecuting or defending any action or proceeding, and prevails in any such action or proceeding then Tenant will reimburse Owner for such sums so paid or obligations incurred with interest and costs. The foregoing expenses incurred by reason of Tenant’s default shall be deemed to be additional rent hereunder and shall be paid by Tenant to Owner within    ¹⁷ days of rendition of any bill or statement to Tenant therefor. If Tenant’s lease term shall have expired at the time of making of such expenditures or incurring of such obligations, such sums shall be recoverable by Owner, as damages.

Building Alterations and Management: 20.    Owner shall have the right at any time without the same constituting an eviction and without incurring liability to Tenant therefor to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the building    ¹⁸ and to change the name, number or designation by which the building may be known. There shall be no allowance to Tenant for diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or other Tenants making any repairs in the building or any such alterations, additions and improvements. Furthermore, Tenant shall not have any claim against Owner by reason of Owner’s imposition of such controls of the manner of access to the building by Tenant’s social or business visitors as the Owner may deem necessary for the security of the building and its occupants.

No Representations by Owner: 21.    Neither Owner nor Owner’s agents have made any representations or promises with respect to the physical condition of the building, the land upon which it is erected or the demised premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the premises except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this lease. Tenant has inspected the building and the demised premises and is thoroughly acquainted with their condition and agrees to take the same “as is” and acknowledges that the taking of possession of the demised premises by Tenant shall be conclusive evidence that the said premises and the building of which the same form a part were in good and satisfactory condition at the time such possession was so taken, except as to latent defects. All understandings and agreements heretofore made between the parties hereto are merged in this contract, which alone fully and completely expresses the agreement between Owner and Tenant and any executory agreement

hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

End of Term: 22.    Upon the expiration or other termination of the term of this lease, Tenant shall quit and surrender to Owner the demised premises, broom clean, in good order and condition, ordinary wear and damages which Tenant is not required to repair as provided elsewhere in this lease excepted, and Tenant shall remove all its property. Tenant’s obligation to observe or perform this covenant shall survive the expiration or other termination of this lease. If the last day of the term of this Lease or any renewal thereof, falls on Sunday, this lease shall expire at noon on the preceding Saturday unless it be a legal holiday in which case it shall expire at noon on the preceding business day.

Quiet Enjoyment: 23.    Owner covenants and agrees with Tenant that upon Tenant paying the rent and additional rent and observing and performing all the terms, covenants and conditions, on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoy the premises hereby demised, subject, nevertheless, to the terms and conditions of this lease including, but not limited to, Article 31 hereof and to the ground leases, underlying leases and mortgages hereinbefore mentioned.

Failure to Give Possession: 24.    If Owner is unable to give possession of the demised premises on the date of the commencement of the term hereof, because of the holding-over or retention of possession of any tenant, undertenant or occupants or if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured or for any other reason. Owner shall not be subject to any liability for failure to give possession on said date and the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the term of this lease, but the rent payable hereunder shall be abated (provided Tenant is not responsible for Owner’s inability to obtain possession or complete construction) until after Owner shall have given Tenant written notice that the Owner is able to deliver possession in condition required by this lease. If permission is given to Tenant to enter into the possession of the demises premises or to occupy premises other than the demised premises prior to the date specified as the commencement of the term of this lease, Tenant covenants and agrees that such possession and/or occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this lease except the obligation to pay the fixed annual rent set forth in the preamble to this lease. The provisions of this article are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

No Waiver: 25.    The failure of Owner to seek redress for violation of, or to insist upon the strict performance of any covenant or condition of this lease or of any of the Rules or Regulations, set forth or hereafter adopted by Owner, shall not prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. The receipt by Owner of rent and/or additional rent with knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach and no provision of this lease shall be deemed to have been waived by Owner unless such waiver be in writing signed by Owner. No payment by Tenant or receipt by Owner of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner’s right to recover the balance of such rent or pursue any other remedy in this lease provided. No act or thing done by Owner or Owner’s agents during the term hereby demised shall be deemed an acceptance of a surrender of said premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or Owner’s agent shall have any power to accept the keys of said premises prior to the termination of the lease and the delivery of keys to any such agent or employee shall not operate as a termination of the lease or a surrender of the premises.

Waiver of Trial by Jury: 26.    It is mutually agreed by and between Owner and Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any action proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this lease, the relationship of Owner and Tenant, Tenant’s use of or occupancy of said premises, and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Owner commences any proceeding or action for possession including a summary proceeding for possession of the premises. Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding including a counterclaim under Article 4 except for statutory mandatory counterclaims.

Inability to Perform: 27.    This Lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on part of Tenant to be performed shall in no wise be affected, impaired or excused because Owner is unable to fulfill any of its obligations under this lease or to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make, or is delayed in making any repair, additions, alterations or decorations or is unable to supply or is delayed in supplying any equipment, fixures, or other materials if Owner is prevented or delayed from so doing by reason of strike or labor troubles or any cause whatsoever    ¹⁹ including, but not limited to, government preemption or restrictions or by reason of any rule, order or regulation of any department or subdivision thereof of any government agency or by reason of the conditions which have been or are affected, either directly or indirectly, by war or other emergency.

Bills and Notices: 28.    Except as otherwise in this lease provided, a bill, statement, notice or communication which Owner may desire or be required to give to Tenant, shall be deemed sufficiently given or rendered if, in writing, delivered to Tenant personally or sent by registered or certified mail addressed to Tenant at the building of which the demised premises form a part or at the last known residence address or business address of Tenant, and the time of the rendition of such bill or statement and of the giving of such notice or communication shall be deemed to be the time when the same is delivered to Tenant.    ²⁰ Any notice by Tenant to Owner must be served by registered or certified mail addressed to Owner at the address first hereinabove given or at such other address as Owner shall designate by written notice.

Services Provided by Owners: 29.    As long as    ²¹ Owner shall provide: (a) necessary elevator facilities on business days from 8 a.m. to 6 p.m. and have one elevator subject to call at all other times; (b) heat to the demised premises when and as required by law, on business days from 8 a.m. to 6 p.m.; (c) water for ordinary lavatory purposes, but if Tenant uses or consumes water for any other purposes or in unusual quantities (of which fact Owner shall be the sole judge), Owner may install a water meter at Tenant’s expense which Tenant shall thereafter maintain at Tenant’s expense in good working order and repair to register such water consumption and Tenant shall pay for water consumed as shown on said meter as additional rent as and when bills are rendered; (d) the demised premises are to be kept clean by Tenant, at Tenant’s sole expense, in a manner reasonably satisfactory to Owner and no one other than persons approved by Owner shall be permitted to enter said premises or the building of which they are a part for such purpose. Tenant shall pay Owner the cost of removal of any of Tenant’s refuse and rubbish from the building; (e) (f) Owner reserves the right to stop services of the heating, elevators, plumbing, electric, power systems or other services, if any, when necessary by reason of accident or for repairs, alterations, replacements or improvements necessary or desirable in the judgment of Owner for as long as may be reasonably required by reason thereof. If the building of which the demised premises are a part supplies manually operated elevator service, Owner at any time may substitute automatic control elevator service and proceed diligently with alterations necessary therefor without in any wise affecting this lease or the obligation of Tenant hereunder.

Captions: 30.    The Captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this lease nor the intent of any provisions thereof.

Definitions: 31.    The term “office”, or “offices”, wherever used in this lease, shall not be construed to mean premises used as a store or stores, for the sale or display, at any time, of goods, wares or merchandise, of any kind, or as a restaurant, shop, booth, bootblack or other stand, barber shop, or for other similar purposes or for manufacturing. The term “Owner” means a landlord or lessor, and as used in this lease means only the owner, or the mortgagee in possession, for the time being of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales of said land and building or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, at any such sale, or the said lessee of the building, or of the land and building, that the purchaser or the lessee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner, hereunder. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning. The term “business days” as used in this lease shall exclude Saturdays, Sundays and all days as observed by the State or Federal Government as legal holidays and those designated as holidays by the applicable building service union employees service contract or by the applicable Operating Engineers contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld, such consent shall not be unreasonably delayed.

Adjacent Excavation-Shoring: 32.    If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the demised premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building of which demised premises form a part from injury or damage and to support the same by proper foundations without any claim for damages or indemnity against Owner, or diminution or abatement of rent.

Rules and Regulations: 33.    Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with, the Rules and Regulations and such other and further reasonable Rules and Regulations as Owner or Owner’s agents may from time to time adopt.    ²² Notice of any additional rules or regulations shall be given    ²³ In case Tenant disputes the reasonableness of any additional Rule or Regulation hereafter made or adopted by Owner or Owner’s agents, the parties hereto agree to submit the question of the reasonableness of such Rule or Regulation for decision to the New York office of the American Arbitration Association, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rule or Regulation upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice, in writing upon Owner within fifteen (15) days after the giving of notice thereof. Nothing

in this lease contained shall be construed to impose upon Owner any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, as against any other tenant and Owner shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees.    ²⁴

Security: 34.    Tenant has deposited with Owner the sum of $            *            as security for the faithful performances and observances by the Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Owner may expend or may be required to expent by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building, or leasing of the building, of which the demised premises form a part. Owner shall have the right to transfer the security to the vendee or lessee and Owner shall    ²⁵ be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Owner nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Estoppel Certificate: 35.

Successors and Assigns: 36.    The covenants, conditions and agreements contained in this lease shall bind and inure to the benefit of Owner and Tenant and their respective heirs, distributees, executors, administrators, successors, and except as otherwise provided in this lease, their assigns. Tenant shall look only to Owner’s estate and interest in the land and building, for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) against Owner in the event of any default by Owner hereunder, and no other property or assets of such Owner (or any partner, member, officer or director thereof, disclosed or undisclosed), shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Owner and Tenant hereunder, or Tenant’s use and occupancy of the demised premises.

Space to be filled in or deleted.

* $70,762.50 (the “Security Deposit”)

In Witness Whereof, Owner and Tenant have respectively signed and sealed this lease as of the day and year first above written.

	HUDSON TELEGRAPH ASSOCIATES
Witness for Owner:	By:	PMFWH Newcorp., Inc., General Partner
		By:	/s/ Jeffrey Weissman
			Name:    Jeffrey Weissman
			Title:      Vice President
Witness for Tenant:	CONNECTECH LLC
	By:	/s/ Rory J. Cutaia
		Name:    Rory J. Cutaia
		Title:      CEO

ACKNOWLEDGEMENTS

CORPORATE OWNER

STATE OF NEW YORK,                    ss.:

County of

On this                  day of                                 , 19        , before me personally came                                                      , to me known, who being by me duly sworn, did depose and say that he resides in                                                                      , that he is the                                  of                                      the corporation described in and which executed the foregoing instrument, as OWNER; that he knows the seal of said corporation; the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

_____________________________________________

INDIVIDUAL OWNER

STATE OF NEW YORK,                    ss.:

County of

On this                  day of                                     , 19    , before me personally came                                                      , to be known, and known to me to be the individual                                      described in and who, as OWNER, executed the foregoing instrument and acknowledged to me that                                          he executed the same.

_____________________________________________

CORPORATE TENANT

STATE OF NEW YORK,                    ss.:

County of

On this                  day of                                     , 19    , before me personally came                                                          , to me known, who being by me duly sworn, did depose and say that he resides in                                                                     ; that he is the                                               of                                                       the corporation described in and which executed the foregoing instrument, as TENANT; that he knows the seal of said corporation; the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

_____________________________________________

INDIVIDUAL TENANT

STATE OF NEW YORK,                    ss.:

County of

On this                  day of                                     , 19    , before me personally came                                                       to be known and known to me to be the individual                                      described in and who, as TENANT, executed the foregoing instrument and acknowledged to me that                                          he executed the same.

_____________________________________________

GUARANTY

FOR VALUE RECEIVED, and in consideration for, and as an inducement to Owner making the within lease              Tenant, the undersigned guarantees to Owner, Owner’s successors and                  the full performance and observance of all the covenants, conditions and agreements, therein provided to be performed and observed by Tenant, including the “Rules and Regulations” as therein provided, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall in no wise be terminated, affected or impaired by reason of the assertion by Owner against Tenant of any of the rights or remedies reserved to Owner pursuant to the provisions of the within lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification or extension of this lease and during any period when Tenant is occupying the premises as a “statutory tenant.” As a further inducement to Owner to make this lease and in consideration thereof, Owner and the undersigned covenant and agree that in any action or proceeding brought by either Owner or the undersigned against the other on any matters whatsoever arising out of, under, or by virtue of the terms of this lease or of this guarantee that Owner and the undersigned shall and do hereby waive trial by jury.

Dated: _____________________________ 19__

Guarantor

Witness

Guarantor’s Residence

Business Address

Firm Name

STATE OF NEW YORK	)	ss.:
County of	)

On this                  day of                                         , 19    , before me personally came                                                      , to me known and known to me to be the individual described in, and who executed the foregoing Guaranty and acknowledged to me that he executed the same.

Notary

    IMPORTANT - PLEASE READ    

RULES AND REGULATIONS ATTACHED TO AND

MADE A PART OF THIS LEASE

IN ACCORDANCE WITH ARTICLE 33.

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than for ingress or egress from the demised premises and for delivery of merchandise and equipment in a prompt and efficient manner using elevators and passageways designated for such delivery by Owner. There shall not be used in any space, or in the public hall of the building, either by any Tenant or by jobbers or others in the delivery or receipt of merchandise, any hand trucks, except those equipped with rubber tires and sideguards. If said premises are situated on the ground floor of the building. Tenant thereof shall further, at Tenant’s expense, keep the sidewalk and curb in front of said premises clean and free from ice, snow, dirt and rubbish.

2. The water and wash closets and plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed and no sweepings, rubbish, rags, acids or other substances shall be deposited therein, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose clerks, agents, employees or visitors, shall have caused it.

3. No carpet, rug or other article shall be hung or shaken out of any window of the building and no Tenant shall sweep or throw or permit to be swept or thrown from the demised premises any dirt or other substances into any of the corridors or halls, elevators, or out of the doors or windows or stairways of the building and Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the demised premises, or permit or suffer the demised premises to be occupied or used in a manner offensive or objectionable to Owner or other occupants of the building by reason of noise, odors, and/or vibrations, or interfere in any way with other Tenants or those having business therein, nor shall any bicycles, vehicles, animals, fish, or birds be kept in or about the building. Smoking or carrying lighted cigars or cigarettes in the elevators of the building is prohibited.

4. No awnings or other projections shall be attached to the outside walls of the building without the prior written consent of Owner.

5. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside of the demised premises or the building or on the inside of the demised premise if the same is visible from the outside of the premises without the prior written consent of Owner, except that the name of Tenant may appear on the entrance door of the premises. In the event of the violation of the foregoing by any Tenant, Owner may remove same without any liability, and may charge the expense incurred by such removal to Tenant or Tenants violating this rule. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for each Tenant by Owner at the expense of such Tenant, and shall be of size, color and style acceptable to Owner.

6. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or other similar floor covering, so that the same shall come to direct contact with the floor of the demised premises, and, if linoleum or other similar floor covering is desired to be used an interlining of builder’s deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use or cement or other similar adhesive material being expressly prohibited.

7. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant, nor shall any changes be made in existing locks or mechanism thereof. Each Tenant must, upon the termination of his Tenancy, restore to Owner all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant, and in the event of the loss of any keys, so furnished, such Tenant shall pay to Owner the cost thereof.

8. Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the premises only on the freight elevators and through the service entrances and corridors, and only during hours and in a manner approved by Owner. Owner reserves the right to inspect all freight to be brought into the building and to exclude from the building all freight which violates any of these Rules and Regulations of the lease of which these Rules and Regulations are a part.

9. Canvassing, soliciting and peddling in the building is prohibited and each Tenant shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building all persons who do not present a pass to the building signed by Owner. Owner will furnish passes to persons for whom any Tenant requests same in writing. Each Tenant shall be responsible for all persons for whom he requests such pass and shall be liable to Owner for all acts of such persons. Tenant shall not have a claim against Owner by reason of Owner excluding from the building any person who does not present such pass.

11. Owner shall have the right to prohibit any advertising by any Tenant which in Owner’s opinion, tends to impair the reputation of the building or its desirability as a building for offices, and upon written notice from Owner, Tenant shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or on the demised premises, any inflammable, combustible, explosives or hazardous fluid, material, chemical or substance,    ²⁶ or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors to permeate in or emanate from the demised premises.

13. If the building contains central air conditioning and ventilation, Tenant agrees to keep all windows closed at all times and to abide by all rules and regulations issued by Owner with respect to such services. If Tenant requires air conditioning or ventilation after the usual hours, Tenant shall give notice in writing to the building superintendent prior to 3:00 p.m. in the case of services required on weekdays, and prior to 3:00 p.m. on the day prior in case of after hours service required on weekends or on holidays. Tenant shall cooperate with Owner in obtaining maximum effectiveness of the cooling system by lowering and closing venetian blinds and/or drapes and curtains when the sun’s rays fall directly on the windows of the demised premises.

14. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky matter, or fixtures matter or out of the building without Owner’s prior written consent. If such safe, machinery, equipment, bulky matter or fixtures requires special handling, all work in connection therewith shall comply with the Administrative Code of the City of New York and all other laws and regulations applicable thereto, and shall be done during such hours as Owner may designate.

15. Refuse and Trash (1) Compliance by Tenant. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders, and regulations of all state, federal, municipal, and local governments, departments, commissions and boards regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Owner. Such separate receptacles may, at Owner’s option, be removed from the demised premises in accordance with a collection schedule prescribed by law. Tenant shall remove, or cause to be removed by a contractor acceptable to Owner, at Owner’s sole discretion, such items as Owner may expressly designate. (2) Owner’s Rights in Event of Noncompliance. Owner has the option to refuse to collect or accept from Tenant waste products, garbage, refuse or trash (a) that is not separated and sorted as required by law or (b) which consists of such items as Owner may expressly designate for Tenant’s removal, and to require Tenant to arrange for such collection at Tenant’s sole cost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Owner or Tenant by reason of Tenant’s failure to comply with the provisions of this Building Rule 15, and, at Tenant’s sole cost and expense, shall indemnity, defend and hold Owner harmless (including reasonable legal fees and expenses) from and against any actions, claims, and suits arising from such noncompliance, utilizing counsel reasonably satisfactory to Owner.

Address

Premises

TO

STANDARD FORM OF

The Real Estate Board of New York, Inc.

^© Copyright 1994. All rights Reserved.

Reproduction in whole or in

part prohibited.

Dated                      19    

Rent Per Year

Rent Per Month

Term

From

To

Drawn by ____________________________

Checked by ___________________________

Entered by ____________________________

Approved by ____________________________

FOOTNOTES TO LEASE DATED AS OF JUNE 11, 1997 BETWEEN

HUDSON TELEGRAPH ASSOCIATES, AS LANDLORD, AND

CONNECTECH LLC, AS TENANT

1. See Article 54.

2. (other than by Landlord)

3. except to the extent caused by Landlord’s negligence or wilful misconduct or that of Landlord’s agents or employees

4.     , where such violation, order or duty arises

5. reasonable

5a Landlord shall indemnify and save harmless Tenant against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Tenant shall not be reimbursed by insurance, including reasonable attorneys’ fees but not including consequential damages, paid, suffered or incurred as a result of any breach by Landlord or Landlord’s agents or employees of any covenant or condition of this lease (except as expressly set forth in this lease), or the negligence or wilful misconduct of Landlord or Landlord’s agents or employees.

5b either party

5c the other party

5d the first party

5e the second party’s

6. for the purpose of conducting business therein,

7. or Tenant

8. material

9. See Article 44.

10. except to the extent caused by Landlord’s negligence or wilful misconduct or that of Landlord’s agents or employees

11. after reasonable notice to Tenant

12. (in the event of an emergency)

13. (which, if involuntary, is not dismissed within ninety (90) days)

14. federal discount

15. thirty (30)

16. and such default in payment is not cured within ten (10) days after Landlord notifies Tenant thereof

17. thirty (30)

18. (provided that Tenant has reasonable access to the demised premises at all times throughout the Term, subject to Building-wide Rules and Regulations and circumstances beyond Landlord’s reasonable control)

19. beyond Landlord’s reasonable control

20. or three (3) days after the same is mailed.

21. this lease is in full force and effect,

22. provided Tenant receives written notice of any further reasonable Rules and Regulations prior to Landlord’s enforcement thereof.

23. as provided in Section 28.

24.     , provided, however, that Landlord will not enforce the Rules and Regulations in a manner designed to discriminate unfairly against Tenant (in relation to other tenants in the Building).

25.     , following execution and delivery of an assignment and assumption of Landlord’s obligations hereunder by such vendee or lessee,

26.     , except for substances used in the ordinary course of Tenant’s business in such amounts and stored under such conditions as may be permitted by Law

-2-

RIDER TO LEASE DATED AS OF JUNE 11 , 1997 BETWEEN

HUDSON TELEGRAPH ASSOCIATES, AS LANDLORD, AND

CONNECTECH LLC, AS TENANT

If and to the extent that any of the provisions of this rider conflict or are otherwise inconsistent with any of the printed provisions of this lease, whether or not such inconsistency is expressly noted in this rider, the provisions of this rider shall prevail.

37. Definitions

The following terms contained in this Article 37 shall have the meanings hereinafter set forth as such terms are used throughout this lease, including the exhibits, schedules and riders hereto (if any).

(A) “Base Tax Year” shall mean the tax fiscal year July 1, 1997 to June 30, 1998.

(B) “Base Year Taxes” shall mean the Real Estate Taxes as finally determined for the Base Tax Year.

(C) “Subsequent Tax Year” shall mean any tax fiscal year commencing on or after July 1, 1998.

(D) “Tenant’s Proportionate Share” shall mean 0.67%.

(E) “Base Labor Month” shall mean January, 1998.

(F) “Multiplication Factor” shall mean 5,661.

(G) “Labor Rate Multiple” shall mean one (1).

(H) “Broker” shall mean Williams Real Estate Co. Inc.

(I) “Rent Commencement Date” shall mean November 1, 1997.

(J) “Law” shall mean any law, rule, order, ordinance, regulation or requirement of any governmental authority having or asserting jurisdiction or any order, rule, requirement or regulation of any utility company, insurer of Landlord or the Board of Fire Underwriters (or successor organization), whether now or hereafter in effect, and all amendments thereto.

38. Rental Payments

(A) All payments other than Fixed Rent to be made by Tenant pursuant to this lease shall be deemed additional rent and, in the event of any non-payment thereof, Landlord shall have all rights and remedies provided for herein or by law for non-payment of rent.

(B) All payments of Fixed Rent and additional rent (collectively, “rent” or “rental”) to be made by Tenant pursuant to this lease shall be made by checks drawn upon a New York City bank that is a member of the New York Clearing House Association or any successor thereto.

(C) If Landlord receives from Tenant any payment less than the sum of the Fixed Rent and additional rent then due and owing pursuant to this lease, Tenant hereby waives its right, if any, to designate the items to which such payment shall be applied and agrees that Landlord in its sole discretion may apply such payment in whole or in part to any Fixed Rent, any additional rent or to any combination thereof then due and payable hereunder.

(D) Unless Landlord shall otherwise expressly agree in writing, acceptance of Fixed Rent or additional rent from anyone other than Tenant shall not relieve Tenant of any of its obligations

under this lease, including the obligation to pay Fixed Rent and additional rent (except to the extent of amounts received and retained by Landlord) and Landlord shall have the right at any time, upon notice to Tenant, to require Tenant to pay the Fixed Rent and additional rent payable hereunder directly to Landlord. Furthermore, such acceptance of Fixed Rent or additional rent shall not be deemed to constitute Landlord’s consent to an assignment of this lease or a subletting or other occupancy of the demised premises by anyone other than Tenant, nor a waiver of any of Landlord’s rights or Tenant’s obligations under this lease.

(E) Landlord’s failure to timely bill all or any portion of any amount payable pursuant to this lease for any period during the Term shall neither constitute a waiver of Landlord’s right to ultimately collect such amount or to bill Tenant at any subsequent time retroactively for the entire amount so unbilled, which previously unbilled amount shall be payable within thirty (30) days after being so billed; provided, however, that Tenant shall have no liability for amounts that are not billed before the date that is three (3) years after the expiration or earlier termination of the Term.

39. Tax Escalation

(A) For purposes of this lease, “Real Estate Taxes” shall mean all the real estate taxes and assessments imposed by any governmental authority having jurisdiction over the Building and the land upon which it is located (“Land”) (including specifically, but without limitation, so-called “BID” taxes) or any tax or assessment hereafter imposed in whole or in part in substitution for such real estate taxes and/or assessments.

(B) If the Real Estate Taxes for any Subsequent Tax Year during the Term exceed the Base Year Taxes (as initially imposed, if not finally determined when a payment is due pursuant to this Section (B)), Tenant shall pay Landlord Tenant’s Proportionate Share of such excess within thirty (30) days after Landlord shall furnish to Tenant a statement (the “Tax Statement”) setting forth the amount thereby due and payable by Tenant. If Real Estate Taxes are payable by Landlord to the applicable taxing authority in installments, then Landlord shall bill Tenant for Tenant’s Proportionate Share of increased Real Estate Taxes in corresponding installments, such that Tenant’s payment is due not more than fifteen (15) days prior to the date when Landlord is obligated to pay the Real Estate Taxes to the applicable taxing authority. If the actual amount of Real Estate Taxes is not known to Landlord as of the date of Landlord’s Tax Statement, then Landlord may nevertheless bill Tenant for such installment on the basis of a good faith estimate, in which event Tenant shall pay the amount so estimated within thirty (30) days after receipt of such bill, subject to prompt refund by Landlord, or payment by Tenant, upon a supplemental billing by Landlord once the amount actually owed by Tenant is determined. Upon Tenant’s request, Landlord shall provide Tenant with a copy of the current tax bill used in the preparation of the Tax Statement.

(C) If the Base Year Taxes ultimately are reduced to less than the Real Estate Taxes initially imposed upon the Land and the Building for the Base Tax Year, Tenant shall pay Landlord, promptly upon demand, any additional amount thereby payable pursuant to Section (B) for all applicable Subsequent Tax Years.

(D) If Landlord receives any refund of Real Estate Taxes for any Subsequent Tax Year for which Tenant has made a payment pursuant hereto, Landlord shall (after deducting from such refund all reasonable expenses incurred in connection therewith, except to the extent previously reimbursed by Tenant and other tenants or occupants of the Building) pay Tenant Tenant’s Proportionate Share of the net refund. Tenant shall pay Landlord Tenant’s Proportionate Share of the costs and expenses of any nature (including, without limitation, consulting, appraisal, legal and

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accounting fees) incurred by Landlord (and not already deducted pursuant to the previous sentence) in connection with any tax protest or other proceeding or arrangement leading or intending to lead to a reduction in Real Estate Taxes, whether before or after the initial assessment thereof.

(E) If any Subsequent Tax Year is only partially within the Term, all payments pursuant hereto shall be appropriately prorated, based on the portion of the Subsequent Tax Year which is within the Term. Except as limited by Articles 9 and 10: (1) Tenant’s obligation to make the payments required by Sections (B) , (C) and (D) shall survive the Expiration Date or any sooner termination of this lease; and (2) Landlord’s obligation to make the payments required by Sections (B), (D) and (F) shall survive the Expiration Date or any sooner termination of this lease.

(F) Each Tax Statement given by Landlord pursuant to Section (B) shall be binding upon Tenant unless, within thirty (30) days after its receipt of such Tax Statement, Tenant notifies Landlord of its disagreement therewith, specifying the portion thereof with which Tenant disagrees. Pending resolution of such dispute, Tenant shall, without prejudice to its rights, pay all amounts determined by Landlord to be due, subject to prompt refund by Landlord (without interest) upon any contrary determination.

40. Expense Escalation

(A) For purposes of the formula and other provisions set forth in this Article and elsewhere in this lease:

(1) “Rate” shall mean the minimum regular hourly wage rate, including adjustments of every kind and nature (not including, however, so-called “fringe benefits”) prescribed for Porters (as hereinafter defined) for Class A office buildings (or any successor category), pursuant to the present and any successor agreement between the Realty Advisory Board on Labor Relations, Inc. (or any successor thereto) and Local 32B - 32J of the Service Employees International Union, AFL-CIO (or any successor thereto), covering the wage rates for Porters in such buildings’ (“Agreement”), provided, however, that, (a) if, at any time during the Term, regular employment of Porters occurs on days or during hours when overtime or other premium pay rates are in effect pursuant to the Agreement, “Rate” shall mean the average hourly wage rate, including adjustments of every kind and nature (not including, however, so-called fringe benefits) for the hours in a calendar week during which Porters are regularly employed (e.g., if, pursuant to the Agreement, the regular weekly employment of Porters is for forty hours, at a regular hourly wage rate (not including so-called fringe benefits), of $12.00 for the first thirty hours and an overtime hourly wage rate (not including so-called fringe benefits), of $15.00 for the remaining ten hours, the average hourly wage rate (not including so-called fringe benefits), for the applicable period shall, before adjustment pursuant to the provisions of Section (B) , be the weekly wage rate of $510.00, divided by the number of regular hours of employment, to wit, forty, or $12.75), and that, (b) if, at any time during the Term, no Agreement exists, Rate shall mean the average minimum regular hourly wage rate, including adjustments of every kind and nature (not including, however, so-called fringe benefits) actually payable to Porters by Landlord or the contractor performing cleaning services in the Building, or, if no Porters are employed at the Building, such rate for Porters employed at Class A office buildings (as such buildings are presently described in the Agreement) .

(2) “Base Rate” shall mean the Rate in effect during the Base Labor Month.

(3) “Porters” shall mean those employees engaged in the general maintenance and operation of office buildings, classified as “Others” in the current Agreement, who have been employed for

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twenty-five (25) years or more, or failing such classification in any subsequent Agreement, the most nearly comparable classification in such Agreement.

(B) In determining the Base Rate and/or the Rate on each applicable occasion pursuant to this lease, the Base Rate and the Rate shall be calculated on the basis of the number of hours that would be actually worked by Porters during the applicable calendar year pursuant to the Agreement assuming all time which Porters were entitled not to work, if all relevant circumstances provided for in the Agreement occurred, actually was not worked [e.g., if the Agreement is predicated on a 2,080 hour work year (40 hours X 52 weeks) and Porters are paid for the following time which they are entitled not to work if all relevant circumstances provided for in the Agreement occur (Vacation - 120 hours, Holidays - 88 hours, Birthday - 8 hours, Medical Checkup - 16 hours, Sick Days - 80 hours, Disaster Day - 8 hours and Relief Time - 148.5 hours), then the Base Rate and the Rate shall be calculated on the basis of Porters actually working 1,611.5 hours (2,080 hours less 468.5 hours)].

(C) If, in any period during the Term, the Rate exceeds the Base Rate, Tenant shall pay Landlord an amount (“Expense Escalation”) equal to the product of (1) the Multiplication Factor, multiplied by (2) the Labor Rate Multiple, multiplied by (3) the amount by which the Rate exceeds the Base Rate. The Expense Escalation shall be appropriately adjusted for any such period which is only partially within the Term. The Expense Escalation shall be payable in equal monthly installments, commencing with the first installment of Fixed Rent due on or after the effective date of any increase in the Rate and continuing thereafter until the effective date of any subsequent increase, whereupon such installments shall be appropriately adjusted. Landlord shall furnish Tenant with a statement itemizing Tenant’s liability pursuant to this subdivision whenever such liability arises or changes. Except as limited by Articles 9 and 10, Tenant’s obligation to make such payments shall survive the Expiration Date or any sooner termination of this lease. Notwithstanding the foregoing, if, by reason of any law, or any rule, order, regulation or requirement of any governmental or quasi-governmental authority having or asserting jurisdiction (collectively, “PW Law”), an increase in the Rate is reduced or does not take effect, or increases in the Rate are limited or prohibited, then, for the period covered by the PW Law (“Law Period”), the Rate for purposes of this Article shall be deemed to increase by 50% of the percentage, and for the same period, as comprehended by the most recent increase in the Rate prior to the effective date of the PW Law, which periodic increase shall be deemed to continue throughout the Law Period.

(D) Each statement given by Landlord pursuant to Section (C) shall be binding upon Tenant unless, within thirty (30) days after its receipt of such statement, Tenant notifies Landlord of its disagreement therewith, specifying the portion thereof with which Tenant disagrees. Pending resolution of such dispute, Tenant shall, without prejudice to its rights, pay all amounts determined by Landlord to be due, subject to prompt refund by Landlord (without interest) upon any contrary determination. Landlord’s obligations to refund such amounts to Tenant shall survive the expiration or earlier termination of this lease.

(E) As used herein:

(1) “Fuel Cost” shall mean Landlord’s cost for all fuel (including steam and/or oil) used in the operation of the Building.

(2) “Electricity Cost” shall mean Landlord’s cost for all electricity used in lighting all the public and service areas of the Building and operating all of the service facilities of the Building (as determined by an independent electrical engineer or consultant selected by Landlord);

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(3) “Utilities Cost” shall mean the sum of the Fuel Cost and the Electricity Cost;

(4) “Base Utilities Cost” shall mean the Utilities Cost for the calendar year 1998; and

(5) “Utility Year” shall mean each calendar year beginning on or after January 1, 1998 all or any part of which falls within the Term.

(F) If the Utilities Cost for any Utility Year shall be greater than the Base Utilities Cost, Tenant shall pay Landlord Tenant’s Proportionate Share of such excess (“Utilities Payment”). Any such liability shall be appropriately prorated for the final Utility Year. Tenant’s obligation to make such payment shall survive the expiration or sooner termination of this lease.

(G) After the initial Utility Year, Landlord shall forward Tenant an itemized statement (“Utilities Statement”) of the Base Utilities Cost. Thereafter, Landlord shall forward Tenant a Utilities Statement of the Utilities Cost for the prior Utility Year and a computation of the amount payable by Tenant pursuant to Section (F).

(H) With each installment of Fixed Rent payable during the second Utility Year, Tenant shall pay Landlord, on account of the amount payable pursuant to this Article for such Utility Year, Tenant’s Proportionate Share of the product of (i) five percent (5%) of the Base Utilities Cost, and (ii) one-twelfth) (1/12) . Such payments shall be deferred until Landlord forwards the applicable Utilities Statement of Base Utilities Cost, whereupon Tenant promptly shall pay all deferred payments and thereafter commence such payments.

(I) With each installment of Fixed Rent payable during and after the third Utility Year, Tenant shall pay to Landlord on account of the amount payable pursuant to this Article for the then Utility Year,.

(1) until Landlord forwards the applicable Utilities Statement for the preceding Utility Year, the amount of the monthly payment during December of such preceding Utility Year; and

(2) after Landlord forwards the applicable Utilities Statement for the preceding Utility Year, one-twelfth of the amount payable pursuant to Section (F) for such preceding Utility Year.

(J) Once Landlord forwards the applicable Utilities Statement for the preceding Utility Year, Landlord and/or Tenant, as the case may be, promptly shall make appropriate payment to the other (without interest) of any amount overpaid by Tenant or owing to Landlord for such Utility Year based on the amount due pursuant to such Utilities Statement and amounts theretofore paid by Tenant for such preceding Utility Year.

(K) Landlord’s Utilities Statement for any Utility Year shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt of such Utilities Statement, Tenant notifies Landlord that it disputes the correctness of the Utilities Statement, specifying the respects in which it is claimed to be incorrect. In the event of any such dispute, pending the determination thereof, Tenant shall make payment in accordance with Landlord’s Utilities Statement, without prejudice to its position. If such dispute is determined in Tenant’s favor, Landlord shall forthwith pay Tenant (without interest) the amount so overpaid by Tenant. Landlord’s obligations to refund such amounts to Tenant shall survive the expiration or earlier termination of this lease.

41. Abatement and Adjustments of Fixed Rent

Anything herein to the contrary notwithstanding:

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(A) Provided this lease shall be in full force and effect and Tenant shall not be in default hereunder beyond any applicable notice and grace period, the Fixed Rent shall abate from the Commencement Date through the date that is one day prior to the Rent Commencement Date;

(B) Effective on November 1, 1999, the Fixed Rent shall be increased to [***] per annum; and

(C) Effective on November 1, 2000, the Fixed Rent shall be further increased to [***] per annum.

42. Electricity

(A) Landlord shall furnish, for Tenant’s use in the demised premises, up to fifteen (15) watts of electric current per rentable square foot at a location designated by Landlord upon and subject to the terms and conditions set forth in this Article 42. In bringing such current from such designated location to the premises, Tenant shall use only such electrical contractors as are then on the approved list for the Building. Any additional current required by Tenant shall be provided by Landlord, if available, at a cost of $150.00 per amp if provided during the twelve (12) month period after the date hereof, and if later provided, then at Landlord’s standard charge. If at any time during the Term, whether before or after Tenant’s power is increased or decreased, Landlord reasonably determines that Tenant is not using any portion of the electric capacity then servicing the demised premises, then Landlord shall have the. right to recapture any such power not then being used by Tenant without compensation to Tenant. Tenant’s consumption of electrical energy at the demised premises shall be measured by submeters installed by Landlord at Tenant’s expense.

(B)(1) From and after the Commencement Date, Tenant shall purchase all electric current consumed in or in connection with the demised premises from Landlord or Landlord’s designated agent and pay therefor an amount equal to 105% of Landlord’s Average Cost (as hereinafter defined) applied to all electricity consumed in or in connection with the demised premises during the applicable billing period, as measured by the submeters in the demised premises.

(2) “Landlord’s Average Cost” for all purposes of this lease shall be determined by dividing (y) the total dollar amount billed to Landlord for the Building by the public utility company providing electric current to the Building (the “Utility Company”) for the relevant billing period (including, without limitation, all charges for “demand,” fuel, “on-peak” and “off-peak” usage, “time of day” usage and any and all other relevant adjustments and charges) by (z) the total kilowatt hours utilized by the Building for such billing period.

(C) Where more than one submeter measures Tenant’s consumption of electricity, the service rendered through each submeter may be computed and billed separately in accordance with the provisions hereof. Bills therefor shall be rendered at such times as Landlord may elect and shall be payable on demand as additional rent. In the event that such bills are not paid within thirty (30) days after the same are rendered, Landlord may, without further notice, discontinue the service of electric current to the demised premises without releasing Tenant from any liability under this lease and without Landlord’s agent incurring any liability for any damage or loss sustained by Tenant by such discontinuance of service.

(D) Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for Tenant’s requirements. Tenant’s use of electric current shall never exceed the capacity of existing feeders or risers to, or wiring

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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installations in, the Building and the demised premises. Any riser or risers to supply Tenant’s electrical requirements will, upon written request of Tenant, be installed by Landlord at the sole cost and expense of Tenant if, in Landlord’s reasonable judgment, the same are necessary and will not cause adverse damage or injury to the Building or the operation thereof or the demised premises, cause or create a dangerous or hazardous condition, entail excessive or unreasonable alterations, repairs or expense or interfere with or disturb other tenants or occupants. In addition to the installation of such riser or risers, Landlord will also, at the sole cost and expense of Tenant, install all other equipment proper and necessary in connection therewith, subject to the aforesaid terms and conditions. All of such costs and expense shall be paid by Tenant to Landlord within fifteen (15) days after rendition of any bill or statement to Tenant therefor.

(E) Landlord may discontinue such service of electric current upon sixty (60) days notice to Tenant without being liable to Tenant therefor or without in any way affecting this lease or the liability of Tenant hereunder or causing a diminution of Fixed Rent. Such discontinuance shall not be deemed to be a lessening or diminution of service within the meaning of any law, rule or regulation now or hereafter enacted, promulgated or issued. In the event Landlord gives such notice of discontinuance, Landlord shall permit Tenant to receive such service direct from the Utility Company, in which event Tenant shall, at its own cost and expense, furnish and install all risers, service wiring, switches and other equipment necessary for such installation and required by the Utility Company and, at its own cost and expense, maintain and keep in good repair all such risers, wiring, switches and equipment.

(F) Tenant shall make no alterations or additions to the electric equipment and/or appliances presently installed in the demised premises without the prior written consent of Landlord in each instance. Rigid conduit only will be allowed.

(G) If any tax is imposed upon Landlord’s receipt from the sale or resale of electric energy to Tenant by any federal, state or municipal authority, where permitted by law, Tenant’s pro-rata share of such taxes shall be paid by Tenant to Landlord.

(H) Anything in Section (B) to the contrary notwithstanding, if the Commencement Date shall occur prior to the installation and proper calibration of the submeters, then Tenant shall pay Landlord for Tenant’s consumption of electricity in the demised premises at the rate of $707.63 per month during any period when construction is taking place in the demised premises or at the rate of $1,415.25 per month from and after the date on which Tenant occupies all or a portion of the demised premises for the conduct of business. In addition, if during any time during the Term, it shall be determined that the submeters servicing the demised premises were malfunctioning, Tenant shall pay Landlord an amount reasonably estimated by Landlord’s electrical consultant to be the amount that would have been payable by Tenant had such malfunction not occurred.

43. Restrictions on Use

(A) Anything in Article 2 to the contrary notwithstanding, Tenant shall not use or permit all or any part of the demised premises to be used for the: (1) storage for purpose of sale of any alcoholic beverage in the demised premises; (2) storage for retail sale of any product or material in the demised premises; (3) conduct of a manufacturing, printing or electronic data processing business, except that Tenant may operate business office reproducing equipment, electronic data processing equipment and other business machines for Tenant’s own requirements (but shall not permit the use of any such equipment by or for the benefit of any party other than Tenant); (4) rendition of any health or related services, conduct of a school or conduct of any business which results in the presence of the general public in the demised

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premises; (5) conduct of the business of an employment agency or executive search firm; (6) conduct of any public auction, gathering, meeting or exhibition; (7) conduct of a stock brokerage office or business; or (8) occupancy of a foreign, United States, state, municipal or other governmental or quasi-governmental body, agency or department or any authority or other entity which is affiliated therewith or controlled thereby.

(B) Tenant shall not use or permit all or any part of the demised premises to be used in any manner that is inconsistent with the character of the Building or so as to impose a burden upon Landlord in its operation that is materially in excess of that imposed by similar tenants.

(C) Tenant shall not obtain or accept for use in the demised premises ice, drinking water, food, beverage, towel, barbering, boot blacking, floor polishing, lighting maintenance, cleaning or other similar services from any party not theretofore approved by Landlord (which party’s charges shall not be excessive). Such services shall be furnished only at such hours, in such places within the demised premises and pursuant to such regulations as Landlord prescribes.

44. Assignment, Etc.

Supplementing Article 11:

(A) Tenant shall neither: (i) publicly advertise (which shall not include listing the premises with a broker) the availability of all or any part of the premises for assignment, sublease or occupancy at a rental rate less than the rental rate at which Landlord is then offering to lease comparable space in the Building; or (ii) assign this lease to or sublet to or permit the occupancy of all or any part of the demised premises by any other party which is then a tenant, subtenant, licensee or occupant of any space in the Building or which has negotiated with Landlord for space in the Building within the twelve (12) month period preceding the date of Landlord’s receipt of Tenant’s Notice pursuant to Section (B) (nor shall Tenant accept an assignment of a lease or sublet space from any tenant, subtenant, licensee or occupant of any space in the Building). Tenant shall designate Williams Real Estate Co. Inc. (or the then rental agent for the Building) as its exclusive agent in connection with any subletting of all or any part of the premises or any assignment of this lease.

(B) If Tenant wishes to assign this lease (a transfer of more than a fifty percent (50%) beneficial interest in Tenant, whether such transfer occurs at one time, or in a series of related transactions, and whether of stock, partnership interest or otherwise, by any party in interest being deemed an assignment of this lease) , sublet all or any part of the demised premises or permit the demised premises to be occupied by any other party, Tenant shall first notify Landlord (“Tenant’s Notice”), specifying the name of the proposed assignee, subtenant or occupant, the name of and character of its business, the terms of the proposed assignment, sublease or occupancy (including, without limitation, the commencement and expiration dates thereof) and current information as to the financial responsibility and standing of the proposed assignee, sublessee or occupant and shall provide Landlord with such other information as it reasonably requests. If only a portion of the demised premises (not constituting an entire floor of the Building) is to be so sublet or occupied, Tenant’s Notice shall be accompanied by a reasonably accurate floor plan, indicating such portion. The portion of the demised premises to which such proposed assignment, sublease or occupancy is to be applicable is hereinafter referred to as the “Space.”

(C) Landlord may, within thirty (30) days after its receipt of Tenant’s Notice, by notice to Tenant (“Landlord’s Notice”), require that (i) Tenant sublease the Space to Landlord or its nominee, on the terms set forth in Section (D), or (ii) this lease be

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terminated as to the Space for the period specified in Tenant’s Notice, on the terms set forth in Section (E)(provided, however, that Tenant shall have ten (10) days after Landlord’s exercise of its right pursuant to clause (ii) above or pursuant to the next succeeding sentence (as to which time shall be of the essence) within which to rescind Tenant’s Notice effective upon notice to Landlord to that effect, and, if Tenant so elects, this lease shall continue unaffected as if Tenant’s Notice had never been sent). If Tenant’s proposed assignment or sublease is for more than fifty percent (50%) of the demised premises or the then balance of the Term is three (3) years or less, Landlord also may, by Landlord’s Notice, terminate, this lease as of the proposed commencement date for such assignment, sublease or occupancy. If Landlord fails to exercise such option, it shall not unreasonably withhold its consent to the proposed assignment, sublease or occupancy, but such consent shall be deemed of no effect if such assignment, sublease or occupancy is not consummated upon the terms set forth in Tenant’s Notice and within ninety (90) days after such consent is given. Landlord will use reasonable efforts to respond to Tenant’s request for approval of a sublease within thirty (30) days after receipt of Tenant’s Notice.

(D) If Landlord requires that Tenant execute a sublease (“Sublease”) pursuant to clause (C) (i) , the Sublease shall be upon the same terms as this lease, except for such terms thereof as are inapplicable and except that: (i) the term of the Sublease shall be the term specified in Tenant’s Notice commencing, at Landlord’s option, on (a) the commencement date set forth in Tenant’s Notice, or (b) a date designated by Landlord which shall not be more than thirty (30) days after the date of Landlord’s Notice; (ii) the Fixed Rent for the Sublease shall be the pro rata Fixed Rent for the Space Tenant is then paying Landlord hereunder; (iii) Tenant’s Proportionate Share and the Multiplication Factor for the Sublease shall be determined based on the relative sizes of the Space and the initial demised premises; (iv) the subtenant under the Sublease shall have the unrestricted right to assign the Sublease or any interest therein, to further sublet all or any part of the Space and/or to make any alterations, decorations, additions or improvements in and to the Space (all or any part of which may be removed, at Landlord’s option, at any time, provided Landlord repairs all damage caused by such removal); (v) unless otherwise expressly stated in Tenant’s Notice to be the obligation of the proposed subtenant, Tenant, as sublandlord under the Sublease, shall, at its expense: (a) erect all partitions required to separate the Space from the remainder of the demised premises and install a separate submeter to measure the consumption of electricity in the Space (or, in the alternative, the parties shall agree on an equitable method to allocate electricity charges between the Space and the balance of the premises) and (b) to the extent necessitated by the Sublease, install all doors required for independent access from the Space to the elevators, lavatories and staircases on the floor and install all equipment and facilities (including, without limitation, men’s and women’s toilets) required to comply with all applicable Laws and to enable Landlord to maintain and service the Space and permit the Space to be used as an independent unit; (vi) the Sublease shall provide that the termination of all or any portion of this lease by merger is not thereby intended; and (vii) at the expiration of the Sublease, the Space shall, subject to clause (iv), be returned to Tenant as then existing. Any actions or omissions by Landlord or its designee as tenant under a Sublease shall not constitute a default under this lease.

(E) If Landlord requires that this lease be terminated as to the Space pursuant to clause (C) (ii), then (i) Tenant at its expense shall (a) erect all partitions required to separate the Space from the remainder of the demised premises and (b) to the extent required by Landlord, install all doors required for independent access from the Space to the elevators, lavatories and stairwells on the floor and install all equipment and facilities (including, without limitation, men’s and women’s toilets) required

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to comply with all applicable Laws and to enable Landlord to maintain and service the Space and permit the Space to be used as an independent unit, and (ii) Landlord and Tenant shall execute and deliver a supplementary agreement modifying this lease by eliminating the Space from the demised premises for the term specified in Tenant’s Notice commencing, at Landlord’s option, on (a) the commencement date set forth in Tenant’s Notice, or (b) a date designated by Landlord which shall not be more than thirty (30) days after the date of Landlord’s Notice, and, for such period, reducing the Fixed Rent and additional rent payable hereunder on a pro rata basis.

(F) Anything herein to the contrary notwithstanding, Tenant may not assign this lease or sublet all or any part of the demised premises prior to the expiration of the first year of the Term.

(G) No assignment of this lease shall be effective unless and until Tenant delivers to Landlord duplicate originals of the instrument of assignment (wherein the assignee assumes the performance of Tenant’s obligations under this lease) and any accompanying documents.

(H) In the event of any such assignment, Landlord and the assignee may modify this lease in any manner, without notice to Tenant or Tenant’s prior consent, without thereby terminating Tenant’s liability for the performance of its obligations under this lease, except that any such modification which, in any way, increases any of such obligations shall not, to the extent of such increase only, be binding upon Tenant.

(I) No sublease of all or any part of the demised premises (except a Sublease) shall be effective unless and until Tenant delivers to Landlord duplicate originals of the instrument of sublease (containing the provision required by Section (J) ) and any accompanying documents. Any such sublease shall be subject and subordinate to this lease.

(J) Any such sublease shall contain substantially the following provisions:

(1) “In the event of a default under any underlying lease of all or any portion of the premises demised hereby which results in the termination of such lease, the subtenant hereunder shall, at the option of the lessor under any such lease (“Underlying Lessor”), attorn to and recognize the Underlying Lessor as landlord hereunder and shall, promptly upon the Underlying Lessor’s request, execute and deliver all instruments necessary or appropriate to confirm such attornment and recognition. Notwithstanding such attornment and recognition, the Underlying Lessor shall not (a) be liable for any previous act or omission of the landlord under this sublease, (b) be subject to any offset, not expressly provided for in this sublease, which shall have accrued to the subtenant hereunder against said landlord, or (c) be bound by any modification of this sublease or by any prepayment of more than one month’s rent, unless such modification or prepayment shall have been previously approved in writing by the Underlying Lessor. The subtenant hereunder hereby waives all rights under any present or future law to elect, by reason of the termination of such underlying lease, to terminate this sublease or surrender possession of the premises demised hereby.

(2) This sublease may not be assigned or the premises demised hereunder further sublet, in whole or in part, without the prior written consent of the Underlying Lessor.”

(K) No assignment or sublease, whether or not consented to by Landlord and whether or not any such consent is required, shall release Tenant from its liability for the performance of Tenant’s obligations hereunder during the balance of the Term. Landlord’s consent to any assignment or sublease shall not constitute its consent to any (i) further assignment of this lease or of any

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permitted sublease or (ii) further sublease of all or any portion of the premises demised hereunder or under any permitted sublease. If a sublease to which Landlord has consented is assigned or all or any portion of the premises demised thereunder is sublet without the consent of Landlord in each instance obtained, Tenant shall immediately terminate such sublease, or arrange for the termination thereof, and proceed expeditiously to have the occupant thereunder dispossessed.

(L) Tenant shall pay to Landlord, promptly upon demand therefor, all reasonable, out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Landlord in connection with any assignment of this lease or sublease of all or any part of the demised premises.

(M) If Landlord shall give its consent to any assignment of this lease or to any sublease or if Tenant shall otherwise enter into any assignment or sublease permitted hereunder, Tenant shall in consideration therefor, pay to Landlord, as and when payable to Tenant:

(1) in the case of an assignment, fifty (50%) percent of the amount, if any, by which (a) all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property less the then fair market value thereof) exceeds (b) the amount of any rental concessions and work allowance granted by Tenant or costs incurred by Tenant in preparing the demised premises for the assignee’s occupancy, plus all reasonable and customary out-of-pocket expense reasonably incurred by Tenant directly relating to such assignment, such as the New York State and City Transfer Taxes (but not income taxes, brokerage commissions, engineering, advertising and promotion expenses and legal fees; and

(2) in the case of a sublease, fifty (50%) percent of the amount, if any, by which (a) any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of a sale thereof, the then fair market value thereof) exceeds (b) the sum of (x) the Fixed Rent and additional rent accruing during the term of the sublease in respect of the Space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms of this lease and (y) the amount of any rental concessions and work allowance granted by Tenant or costs incurred by Tenant in physically separating the Space from the rest of the demised premises or otherwise in preparing the Space for the subtenant’s occupancy, plus all reasonable and customary out-of-pocket expenses reasonably incurred by Tenant directly relating to such subletting, such as the New York State and City Transfer Taxes (but not income taxes), brokerage commissions, engineering, advertising and promotion expenses and legal fees, all as amortized over the term of such sublease.

(N) Notwithstanding the foregoing, Tenant shall not be required to obtain Landlord’s consent to, and Sections (B), (C), (D), (E), (F) and (M) of this Article shall not apply to, any sublease or assignment from Tenant to any party controlling, controlled by or under common control with Tenant (“control” and its variants meaning ownership of more than 50% of the equity interests in the party in question).

(O) Landlord acknowledges that the business to be conducted by Tenant in the demised premises requires the installation of certain communications equipment owned by customers of Tenant in the demised premises, in order for such customers to interconnect with Tenant’s terminal facilities. Landlord expressly agrees that

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Tenant may license the use of portions of the demised premises to its customers solely for the purpose of locating equipment therein without Landlord’s further consent; provided, however, that such license shall be granted only upon the execution by Tenant and its customers of an agreement that expressly provides that (i) such license and the rights of such licensee shall at all times be subordinate to this lease and shall not be binding on Landlord; (ii) such license will expire no later than the day prior to the expiration or earlier termination of this lease; and (iii) such license shall be for equipment only and shall not grant to the licensee the right to occupy any portion of the Building or the demised premises. No such license shall become effective unless and until Tenant has delivered a fully executed counterpart thereof to Landlord.

45. Brokerage

Each of Tenant and Landlord represent that it dealt only with the Broker as broker in connection with this lease. Landlord shall pay the Broker’s commission therefor pursuant to a separate agreement. Each party shall indemnify the other against all loss, damage, liability, cost and expense (including reasonable attorney’s fees) pertaining to any other brokerage commission or like compensation which is based on alleged actions of the indemnifying party or its agents or representatives. The liability of the parties hereunder shall survive any expiration or termination of this lease.

46. Building Directory

(A) Landlord shall, upon Tenant’s request, list on the Building’s directory (“Directory”) , the names of Tenant, any other party occupying any part of the demised premises pursuant hereto and their officers or employees, provided the number of Directory lines so provided by Landlord does not exceed Tenant’s Proportionate Share of the Directory’s capacity.

(B) The listing of any party’s name other than Tenant’s shall neither grant such party any right or interest in this lease and/or the demised premises nor constitute Landlord’s consent to any assignment or sublease to or occupancy by such party. Such listing may be terminated by Landlord at any time, without prior notice. The initial listing(s) on the Directory shall be provided by Landlord without charge to Tenant. Thereafter, Tenant shall pay Landlord’s standard fee for any work performed in connection with any additions, deletions or changes to the Directory.

47. Exculpatory Clause

(A) Anything herein to the contrary notwithstanding, the liability of Landlord and the partners of, or any other party which holds any interest in, Landlord for negligence, failure to perform lease obligations or otherwise under or in connection with this lease shall be limited to each of their respective interests in the Land and Building. Tenant shall neither seek to enforce nor enforce any judgment or other remedy against any other asset of Landlord, any partner of Landlord or any party that holds any interest in Landlord.

(B) In any claim made by Tenant against Landlord alleging that Landlord has acted unreasonably where Landlord had an obligation to act reasonably, Tenant shall have no right to recover damages from Landlord and Tenant’s sole and exclusive recourse against Landlord shall be an action seeking specific performance of Landlord’s obligation to act reasonably.

48. Submission to Jurisdiction, Etc.

(A) This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings

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relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations hereunder (“Guarantor”) and their respective successors and assigns hereby subject themselves to the jurisdiction of any state or federal court located within such county, waive the personal service of any process upon them in any action or proceeding therein and consent that such process may be served by certified or registered mail, return receipt requested, directed to Tenant and any successor at Tenant’s address hereinabove set forth, to Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed made two days after such process is so mailed.

(B) Whenever any default by either party causes the other to incur attorneys’ fees and/or any other costs or expenses, the defaulting party agrees that it shall pay and/or reimburse the other for such actual and reasonable fees, costs or expenses within thirty (30) days after being billed therefor.

(C) If any monies owing by either party to the other under this lease are paid more than fifteen (15) days after the date such monies are due and payable pursuant to the provisions of this lease, the party owing such monies shall pay the other interest thereon, at the so-called prime or base rate of Citibank, N.A. from time to time in effect plus’ two (2%) percent per annum, but not in excess of the then maximum lawful rate, for the period from the date such monies were payable to the date such monies are paid.

(D) The submission of this lease to Tenant shall not constitute an offer by Landlord to execute and exchange a lease with Tenant and is made subject to Landlord’s acceptance, execution and delivery thereof.

49. Requests by Mortgagee or Others

(A) If any present or prospective mortgagee of the Land, Building or any leasehold interest therein requires, as a condition precedent to issuing or extending its loan, the modification of this lease in such manner as does not lessen Tenant’s rights or increase its obligations hereunder (except in each case to a deminimis extent), Tenant shall not delay or withhold its consent to such modification and shall execute and deliver such confirming documents therefor as such mortgagee requires.

(B) If Landlord, in conjunction with any proposed sale or mortgaging of all or any portion of the Land and Building or any leasehold interest therein, requests the delivery of financial statements or other information relating to the financial condition of Tenant, Tenant shall deliver such financial statements, certified if available, or such other information (to the extent available) within ten (10) days after Landlord’s written request therefor. All such information shall be kept strictly confidential by Landlord and such prospective purchaser or mortgagor, except to the extent required by Law.

50. Delivery of Demised Premises

Supplementing Article 21, the demised premises shall be leased to Tenant in their “as is” condition on the Commencement Date and Landlord shall not be required to perform any work to prepare the demised premises for Tenant’s occupancy, except that, with reasonable diligence after the Commencement Date, Landlord will demolish the entire premises, except the existing bathroom and the existing green marble fireplace, in a Building standard manner, remove any friable asbestos (except floor tile, as to which Landlord shall have no responsibility), construct a Building standard demising wall and install a Building standard entrance door. The taking of possession of the demised premises by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was so taken, the demised premises and the Building were in good and satisfactory condition.

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51. Insurance

During the Term, Tenant shall pay for and keep in force general liability policies in standard form protecting against any and all liability occasioned by accident or occurrence, subject to customary exclusions, such policies to be written by recognized and well-rated insurance companies authorized to transact business in the State of New York. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an amount of not less than $3,000,000 for injury (or death) and damage to property. If at any time during the Term it appears that public liability or property damage limits in the City of New York for buildings similarly situated, due regard being given to the use and occupancy thereof, are higher than the foregoing limits, then, upon request by Landlord, Tenant shall increase the foregoing limits accordingly at the end of the then current policy period. Landlord shall be named as an additional insured in the aforesaid insurance policies and the policies shall provide that Landlord shall be afforded not less than thirty (30) days prior notice of cancellation of said insurance. Tenant shall deliver certificates of insurance evidencing such policies. All premiums and charges for the aforesaid insurance shall be paid by Tenant. If Tenant shall fail to make such payment when due, Landlord may make it and the amount thereof shall be repaid to Landlord by Tenant on demand and the amount thereof may, at the option of Landlord, be added to and become a part of the additional rent payable hereunder. Tenant shall not violate or permit to be violated any condition of any of said policies and Tenant shall perform and satisfy the requirements of the companies writing such policies.

52. Bankruptcy

Without limiting any of the provisions of Articles 16, 17 or 18 hereof, if, pursuant to the Bankruptcy Code of 1978, as the same may be amended, Tenant is permitted to assign this lease in disregard of the obligations contained in Articles 11 and 44 hereof, Tenant agrees that adequate assurance of future performance by the assignee permitted under such Code shall mean the deposit of cash security with Landlord in an amount equal to the sum of one year’s Fixed Rent then reserved hereunder plus an amount equal to all additional rent payable under this lease for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord, without interest, for the balance of the Term as security for the full and faithful performance of all of the obligations under this lease on the part of Tenant yet to be performed. If Tenant receives or is to receive any valuable consideration for such an assignment of this lease, such consideration, after deducting therefrom (A) the brokerage commissions, if any, and other expenses reasonably incurred by Tenant for such assignment and (B) any portion of such consideration reasonably designated by the assignee as paid for the purchase of Tenant’s property in the demised premises, shall be and become the sole and exclusive property of Landlord and shall be paid over to Landlord directly by such assignee. In addition, adequate assurance shall mean that any such assignee of this lease shall have a net worth, exclusive of good will, equal to at least fifteen (15) times the aggregate of the Fixed Rent reserved hereunder plus all additional rent for the preceding calendar year as aforesaid.

53. Local Law 5/Required Alterations

Supplementing Article 6:

(A) All work performed or installations made by Tenant (or by Landlord at Tenant’s request and expense) in and to the demised premises shall be done in a fashion such that the demised premises and the Building shall be in compliance with the requirements of

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Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by the alteration of the demised premises, and (iii) installation of such additional fire control or detection devices as may be required by applicable governmental or quasi-governmental rules, regulations or requirements (including, without limitation, any requirements of the New York Board of Fire Underwriters) as a result of Tenant’s manner of use of the demised premises. In addition, Tenant shall cause the demised premises to be connected to the Building “Class E” system and arrange to have the demised premises and Tenant added to the “Class E” computer.

(B) Except to the extent of the negligence or intentional misconduct of Landlord or its agents or employees, Landlord shall not be responsible for any damage to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall indemnify Landlord from and against all loss, damage, cost, liability or expense (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by Landlord by reason of the installation and/or operation of any such devices.

(C) All work and installations required to be undertaken by Tenant pursuant to this Article shall be performed at Tenant’s sole cost and expense and in accordance with plans and specifications and by contractors previously approved by Landlord.

(D) The fact that Landlord shall have heretofore consented to any installations or alterations made by Tenant in the demised premises shall not relieve Tenant of its obligations pursuant to this Article with respect to such installations or alterations.

(E) If any utility company or governmental or quasi- governmental authority requires any work, installation or improvement to be made to the Building in connection with any Alteration performed by Tenant, the installation or operation of equipment or machinery in the demised premises or for any other reason relating to Tenant’s manner of use or occupancy of the demised premises, Tenant shall reimburse Landlord for the cost of such work, installation or improvement on demand.

54. Tenant’s Alterations

(A) Tenant shall not make or perform, or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the demised premises (collectively, “Alterations”) without Landlord’s prior consent. Landlord agrees not unreasonably to withhold its consent to any Alterations which are nonstructural and which do not affect the Building’s systems and facilities, provided that such Alterations are performed only by contractors or mechanics first approved by Landlord, do not affect any part of the Building other than the demised premises (including, without limitation, the exterior thereof), do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building and do not reduce the value or utility of the Building. All Alterations shall be done at Tenant’s expense and at such times and in such manner as Landlord may from time to time reasonably designate pursuant to the conditions for Alterations prescribed by Landlord for the Building (“Alteration Regulations”). Prior to making any Alterations, Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications, (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or

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quasi-governmental bodies, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation insurance (covering all persons to be employed by Tenant and Tenant’s contractors and subcontractors in connection with such Alteration) and comprehensive public liability (including property damage coverage) insurance in such form, with such companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof and shall, within thirty (30) days of such completion, deliver a set of final “as built” drawings to Landlord reflecting the Alteration. All Alterations shall be made and performed in accordance with the Alteration Regulations. All materials and equipment (not including Tenant’s telecommunications equipment) to be incorporated in the demised premises as a leasehold improvement as a result of all Alterations shall be new and first quality. No such materials or equipment incorporated into the premises shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the demised premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole but good faith discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.

(B) No approval of any plans or specifications by Landlord or consent by Landlord allowing Tenant to make any Alterations or any inspection of Alterations made by or for Landlord shall in any way be deemed to be an agreement by Landlord that the contemplated Alterations comply with any legal requirements or insurance requirements or the certificate of occupancy for the Building nor shall it be deemed to be a waiver by Landlord of the compliance by Tenant of any provision of this lease.

(C) Tenant shall promptly reimburse Landlord for all reasonable, out-of-pocket fees, costs and expenses including, but not limited to, those of attorneys, architects and engineers, reasonably incurred by Landlord in connection with the review of Tenant’s plans and specifications and inspecting the Alterations to determine whether the same are being or have been performed in accordance with the approved plans and specifications therefor and with all legal and insurance requirements.

55. Estoppel Certificate

Tenant, at any time, and from time to time, upon at least twenty (20) days’ prior notice by Landlord, shall execute, acknowledge and deliver to Landlord, and/or to any other person, firm or corporation specified by Landlord (“Recipient”), a statement certifying that this lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the Fixed Rent and additional rent have been paid, stating whether or not there exists any default by Landlord under this lease, and, if so, specifying each such default, and any other matters reasonably requested by Landlord or the Recipient.

56. Holdover

In the event Tenant shall hold over after the expiration of the Term, the parties hereby agree that Tenant’s occupancy of the demised premises after the expiration of the Term shall be upon all

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of the terms set forth in this lease except that Tenant shall pay as a use and occupancy charge for the holdover period an amount equal to the higher of (A) an amount equal to two times the pro rata Fixed Rent and additional rent payable by Tenant during the last year of the Term (provided, however, that the multiplier shall be reduced to one and one-half for the first month of such holdover period and one and three-quarters for the second month of such holdover period); or (B) an amount equal to the then market rental value for the demised premises, as established by Landlord’s good faith estimate of such market rental value.

57. Conditional Limitation

In the event that twice in any twelve (12) month period (A) a default of the kind set forth in Section 17(1) shall have occurred or (B) Tenant shall have defaulted in the payment of Fixed Rent or additional rent, or any part of either, and in each such case Landlord shall have commenced a summary proceeding to dispossess Tenant in each such instance, then, notwithstanding that such defaults may have been cured at any time after the commencement of such summary proceeding, any further default by Tenant within such twelve (12) month period shall be deemed to be a violation of a substantial obligation of this lease by Tenant and Landlord may serve a written three (3) days’ notice of cancellation of this lease upon Tenant and, upon the expiration of said three (3) days, this lease and the Term shall end and expire as fully and completely as if the expiration of such three (3) day period were the day herein definitely fixed for the end and expiration of this lease and the Term and Tenant shall then quit and surrender the demised premises to Landlord, but Tenant shall remain liable as elsewhere provided in this Lease.

58. Limitation on Rent

If on the Commencement Date, or at any time during the Term, the Fixed Rent or additional rent reserved in this lease is not fully collectible by reason of any federal, state, county or city law, proclamation, order or regulation, or any direction of any public officer or body pursuant to law (collectively, “Rent Law”), Tenant agrees to take such steps as Landlord may request to permit Landlord to collect the maximum rents which may be legally permissible from time to time during the continuance of such legal rent restriction (but not in excess of the amounts reserved therefor under this lease). Upon the termination of such legal rent restriction, Tenant shall pay to Landlord, to the extent permitted by the Rent Law, an amount equal to (A) the Fixed Rent and additional rent which would have been paid pursuant to this lease but for such legal rent restriction, less (B) the Fixed Rent and additional rent paid by Tenant to Landlord during the period such legal rent restriction was in effect.

59. Acceptance of Keys

If Landlord or Landlord’s managing or rental agent accepts from Tenant one or more keys to the demised premises in order to assist Tenant in showing the demised premises for subletting or other disposition or for the performance of work therein for Tenant or for any other purpose, the acceptance of such key or keys shall not constitute an acceptance of a surrender of the demised premises nor a waiver of any of Landlord’s rights or Tenant’s obligations under this lease including, without limitation, the provisions relating to assignment and subletting and the condition of the demised premises.

60. Security Deposit

(A) Supplementing Article 34, Tenant may, at the execution of this lease or at any time during the Term, deliver as the Security Deposit an irrevocable letter of credit (the “Letter of Credit”) in the amount of the Security Deposit issued by a New York City commercial bank acceptable to Landlord in its sole but good faith

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discretion, and in the form of the letter of credit annexed hereto as Exhibit B, to be held by Landlord as the Security Deposit in accordance with Article 34 and this Article 60. The Letter of Credit shall (i) initially expire not less than one (1) year from the Commencement Date or the date of issuance if delivered to Landlord thereafter, (ii) provide for automatic renewals for periods of not less than one (1) year, and (iii) have a final expiration date not less than three (3) months after the Expiration Date. Tenant shall pay to Landlord, on demand and as additional rent hereunder, all fees and charges paid by Landlord to the bank issuing the Letter of Credit in connection with the transfer of same to any future owner of the Building. In the event of a default by Tenant in the performance of any of the terms, provisions and conditions of this lease, Landlord shall be permitted to draw down any portion or the entire amount of the Letter of Credit and apply the proceeds or any part thereof in accordance with Article 34 of this lease and retain the balance for the Security Deposit. Landlord shall also have the right to draw down any portion or the entire amount of the Letter of Credit in the event that Landlord receives notice that the date of expiry of the Letter of Credit will not be extended by the issuing bank and retain the proceeds for the Security Deposit. If Landlord shall have drawn against the Letter of Credit and applied all or any portion thereof, or if Landlord shall have applied any portion of any cash Security Deposit, then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash to bring the balance of the monies held by Landlord to the amount of the Security Deposit. Tenant’s failure to comply with the preceding sentence will entitle Landlord to exercise all the same remedies as are available in the event of a default in the payment of Fixed Rent.

(B) Tenant will be permitted to reduce the amount of the Security Deposit by $11,793.75 on the second (2nd) anniversary of the Rent Commencement Date and on each anniversary thereafter. Notwithstanding anything to the contrary contained herein, (x) in no event shall the Security Deposit ever be less than $35,381.25; and (y) no reduction in the Security Deposit shall be permitted unless on the date of reduction no default exists hereunder that has continued beyond any applicable notice and/or cure period. If the Security Deposit is in cash, Landlord will pay to Tenant the amount of any applicable reduction within fifteen (15) business days after Tenant’s request therefor. If the Security Deposit is a Letter of Credit, Landlord will accept a Letter of Credit in the proper reduced amount in exchange for the existing Letter of Credit, or will enter into an amendment of the Letter of Credit reducing the amount thereof to the proper reduced amount.

61. Definitions of “Landlord” and “Owner”

The terms “Owner” and “Landlord,” whenever used in this lease (including, without limitation, in Article 31) , shall have the same meaning.

62. Landmark Designation

Tenant acknowledges that the Building has been designated by the New York City Landmarks Commission (the “Commission”) as an historical landmark and, in connection therewith, Tenant agrees that it shall comply with any rules, regulations, building and/or construction restrictions of the Commission or other entity having jurisdiction over the demised premises in connection therewith.

63. Hazardous Materials

(A) Tenant shall not cause nor permit Hazardous Materials (as, defined below) to be used, transported, stored, released, handled, produced or installed in or from the demised premises during the Term or any holdover period, except that inflammable or combustible (but not explosive) items may be brought into and used within the demised premises in limited quantities to the extent currently needed for the operation of customary office equipment, so long as

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done in compliance with all Laws. The term “Hazardous Materials” shall mean, for the purposes hereof, any flammable, explosive or radio-active materials, hazardous wastes, hazardous or toxic substances or related materials, asbestos or any material containing asbestos, or any other substance or material, as defined by any present or future Law, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Resources Conservation and Recovery Act, as amended, Superfund Amendment and Reauthorization Act of 1986 and in the regulations adopted and publications promulgated pursuant to each of the foregoing. In the event of a breach of the provisions of. this Article 63 (except to the extent caused by the actions or wrongful omissions of Landlord or its agents, employees or contractors), Landlord, in addition to all of its rights and remedies under this lease and pursuant to Law, may require Tenant to remove any such Hazardous Materials from the demised premises or the Building in the manner prescribed for such removal by all requirements of Law. The provisions of this Article 63 shall survive the expiration or sooner termination of this lease.

(B) If any Hazardous Material or friable asbestos (other than floor tile) is discovered in the premises and is not the responsibility of Tenant as above provided and is required by applicable Law to be removed or encapsulated, then, as Tenant’s sole remedy, Landlord will at Landlord’s expense and with reasonable promptness remove or encapsulate such Hazardous Material or friable asbestos in accordance with Law.

64. Interconnections

(A) Subject to Landlord’s prior approval, which will not be unreasonably withheld, Tenant shall have the right to install and run both vertical and horizontal communication interconnections, via conduit, wave guide and ceramic duct, provided that such installation is performed in accordance with all applicable Laws and the’ relevant provisions of this lease including, without limitation, Articles 3, 6 and 54 and in accordance with plans and specifications previously approved by Landlord. Prior to any cable pulls being installed through any conduits running through other tenant spaces, Tenant shall present a copy of an agreement between Tenant and such other tenant (reasonably satisfactory to Landlord) whereby such other tenant consents to Tenant making the proposed connection or other installation.

(B) All interconnections shall conform to the following specifications:

(1) The conduit shall be supported a minimum of every 10 linear feet.

(2) The conduit shall be tagged each 15 linear feet, with letters a minimum of 2-1/2 inches in height, as required by Landlord in its approval letter.

(3) All penetrations of fire-rated partitions or slabs shall be fire-stopped with a UL approved material of equal or greater rating.

(4) Tenant shall inform the building manager on completion of the installation for final inspection and approval.

(5) Tenant’s sub-contractor must coordinate all work with the building manager and other tenants affected by the work.

(6) All conduit shall be rigid conduit or elastic metal tubing. Tenant acknowledges that the use of any other type of conduit is inherently risky, particularly in an environment, like the Building,

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which has very numerous conduit runs and which will have many more. If, however, Tenant requests, and Landlord permits, plastic flexible conduit (which will be permitted, if at all, only for fiber cable), then Tenant acknowledges that such installation will be at Tenant’s sole risk, and Tenant hereby agrees to indemnify Landlord and its partners, and the respective directors, officers, agents and employees of Landlord and its partners (collectively, the “Landlord Parties”), and to hold the Landlord Parties harmless, against and from all loss, damage, cost, liability or expense (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by Landlord by reason of any claim arising from the installation and/or use of any such conduit or any damage resulting to any cable installed therein, whether or not arising in whole or in part from the negligence of any Landlord Party.

65. Landlord’s Access

Supplementing Article 13, upon reasonable prior notice to Tenant (which need not be in writing), except in an emergency when no notice shall be required, Landlord and other tenants, licensees and occupants of the Building shall have access to the Building shafts and conduits located within the demised premises.

66. Square Footage

Landlord and Tenant mutually agree, although without making any representations whatsoever, that for all purposes of this lease the demised premises shall be deemed to contain 5,661 rentable square feet.

67. Casualty Damage

Anything in Article 9 to the contrary notwithstanding: (1) if an independent contractor chosen by Landlord estimates that Landlord’s portion of any restoration necessitated by damage or destruction to the demised premises by fire or other casualty (collectively “Casualty”) cannot be substantially completed within six (6) months after the occurrence of the Casualty, Landlord shall so notify Tenant and Tenant may terminate this lease by notice sent to Landlord within thirty (30) days after receipt of Landlord’s notice (time being of the essence); and (2) If Landlord’s portion of any restoration necessitated by Casualty has not been substantially completed within six (6) months after the occurrence of the applicable Casualty, then Tenant may terminate this lease by notice sent to Landlord within thirty (30) days after the expiration of such six (6) month period (time being of the essence). In either such event, this lease shall terminate on the date such notice is sent. On or before such effective date, Tenant shall vacate and surrender possession of the demised premises in the condition required by this lease, Fixed Rent and other amounts payable under this lease shall be prorated as of such effective date and the parties shall have no further rights or obligations hereunder.

Notwithstanding the foregoing, the six (6) month period referred to in clause (2) above shall be extended by up to an additional three (3) months to the extent such restoration is delayed due to adjustment of insurance claims or circumstances of the nature set forth in Article 27 or otherwise beyond Landlord’s reasonable control.

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68. 24 - Hour Access

Subject to the Building-wide security rules and to circumstances of force majeure, Tenant shall have access to the demised premises 24 hours a day, 365 days a year.

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EX-10.2

Exhibit 10.2

Confidential Treatment Requested by The Telx Group, Inc.

AMENDMENT OF LEASE

This Amendment of Lease (this “Agreement”), dated as of the 8^th day of July, 2002, between HUDSON TELEGRAPH ASSOCIATES, L.P., a New York limited partnership, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).

W I T N E S S E T H:

WHEREAS:

A. Landlord and tel^x Communications Corporation and/or Connectech LLC (both of which are Tenant’s predecessors), entered into (i) a lease dated as of June 11, 1997 (as amended to date, the “Existing 23^rd Floor Lease”) pursuant to which Tenant, as assignee, now leases a portion of the 23^rd floor in the building (the “Building”) known as 60 Hudson Street, New York, New York, the Expiration Date of which is presently October 31, 2007, and (ii) a lease dated as of July 6,1999 (as amended to date, the “Existing 9^th Floor Lease”) pursuant to which Tenant, as assignee, now leases a portion of the 9^th floor in the Building, the Expiration Date of which is presently April 30, 2015.

B. Landlord and Tenant wish to amend the Existing 23^rd Floor Lease and the Existing 9^th Floor Lease (sometimes collectively referred to as the “Existing Leases”) as set forth herein and, in addition, to add to the premises demised under the Existing 23^rd Floor Lease (the “23^rd Floor Space”) a portion of the third (3^rd) floor in the Building as shown hatched on Exhibit A annexed hereto (the “3^rd Floor Space”).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, Landlord and Tenant agree that the Existing 23^rd Floor Lease and the Existing 9^th Floor Lease are hereby amended as follows:

1. Definitions. All defined terms used herein shall have the meanings ascribed to them in the relevant Existing Lease unless otherwise defined herein. The Existing 23^rd Floor Lease, as amended by this Agreement and as the same may be hereafter amended, is hereinafter sometimes referred to as the “23^rd/3^rd Floor Lease” and the Existing 9^th Floor Lease, as amended by this Agreement and as the same may be hereafter amended, is hereinafter sometimes referred to as the “9^th Floor Lease.”

2. Additional Electricity for 9^th Floor Space. In connection with the Existing 9^th Floor Lease, Landlord shall furnish, for Tenant’s use in the premises leased pursuant to the Existing 9^th Floor Lease (the “9^th Floor Space”), at a location designated by Landlord, an additional 400 amperes of alternating electric current at 480 volts, subject to the terms and conditions set forth in Article 42 of the Existing 9^th Floor Lease. In bringing such additional current from such designated location to the 9^th Floor Premises, Tenant shall use only such electrical contractors as are then on the approved list for the Building. Tenant agrees to pay a one-time charge for such additional capacity (in addition to the normal sub-metering charge as provided in the Existing 9^th Floor Lease) in the amount of $230,750.00, payable in seven (7) equal consecutive monthly installments, the first of which shall be due and payable on the first day of the first calendar month that is at least thirty (30) days after such additional capacity is made available to Tenant. If Tenant fails to pay any such installment when due, and does not cure such failure within ten (10) business days after Landlord notifies Tenant thereof, then Landlord may recapture such additional current without compensation to Tenant.

3. 3^rd Floor Space Added.

(a) As of November 1, 2002 (the “3^rd Floor Commencement Date”), and for the balance of the Term of the 23^rd/3^rd Floor Lease, as the same is extended pursuant to Paragraph 4 of this Agreement, the 3^rd Floor Space shall become and constitute a part of the premises demised under the 23^rd/3^rd Floor Lease, upon and subject to all of the terms and conditions of the Existing 23^rd Floor Lease, as hereby modified, unless and to the extent otherwise provided herein. The 3^rd Floor Space shall be leased to Tenant in its “as is” condition on the date hereof, reasonable wear and tear excepted, and Landlord shall not be required to perform any work to prepare the 3^rd Floor Space for Tenant’s occupancy except that, prior to the 3^rd Floor Commencement Date, Landlord will, at Landlord’s cost except to the extent provided in the last sentence of this Paragraph 3, (i) demolish, in a Building standard manner, the existing improvements within the 3^rd Floor Space (including any internal dividing walls), (ii) remove or encapsulate any friable asbestos, including asbestos-containing floor tiles, if any, and (iii) construct Building standard demising walls to separate the 3^rd Floor Space from the balance of the 3^rd floor. The taking of possession of the 3^rd Floor Space by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was so taken, the 3^rd Floor Space, the 23^rd Floor Space, the 9^th Floor Space and the Building were in good and satisfactory condition. Tenant will reimburse Landlord, within thirty (30) days after demand accompanied by reasonable substantiation, for Landlord’s actual cost of removing any asbestos-containing floor tiles.

(b) If Landlord permits Tenant to occupy the 3^rd Floor Space prior to the 3^rd Floor Commencement Date, Tenant covenants and agrees that such occupancy shall be deemed to be under all of the terms, covenants, conditions and provisions of the 23^rd/3^rd Floor Lease except the obligation to pay Fixed Rent for the 3^rd Floor Space.

4. Extension of Term of 23^rd/3^rd Floor Lease. The Term of the 23^rd/3^rd Floor Lease is hereby extended until October 31, 2017, which date is the new “Expiration Date” of the 23^rd/3^rd Floor Lease.

5. Fixed Rent Under 23^rd/3^rd Floor Lease.

(a) Until October 31, 2007. Until and including October 31, 2007, (i) the Fixed Rent for the 23 ^rd Floor Space shall remain as set forth in the Existing 23^rd Floor Lease, and (ii) the Fixed Rent for the 3 ^rd Floor Space (which includes an annual cumulative two (2%) percent increase intended to reimburse Landlord for anticipated increases in Building operating expenses, in lieu of operating expense escalation or so-called Porter’s Wage escalation) shall be as set forth in the following table:

Period	Fixed Rent (per annum)
November 1, 2002 – October 31, 2003	[***]
November 1, 2003 – October 31, 2004	[***]
November 1, 2004 – October 31, 2005	[***]
November 1, 2005 – October 31, 2006	[***]
November 1, 2006 – October 31, 2007	[***]
November 1, 2007 – October 31, 2007	[***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Provided that Tenant is not in default under the 23^rd/3^rd Floor Lease after the expiration of any applicable notice and/or grace period, the Fixed Rent under the 23^rd/3^rd Floor Lease shall abate to the extent of [***] per month from the 3^rd Floor Commencement Date to but not including the day that is two (2) months after the 3^rd Floor Commencement Date (for an aggregate total abatement of [***]). Article 41 of the Existing 23^rd Floor Lease shall not apply to the 3^rd Floor Space.

(b) From and After November 1, 2007. From and after November 1, 2007, the aggregate Fixed Rent for the 3^rd Floor Space and the 23^rd Floor Space (which includes an annual cumulative two (2%) percent increase intended to reimburse Landlord for anticipated increases in Building operating expenses, in lieu of operating expense escalation or so-called Porter’s Wage escalation) shall be as set forth in the following table:

Period	Fixed Rent (per annum)
November 1, 2007 – August 31, 2008	[***]
September 1, 2008 – August 31, 2009	[***]
September 1, 2009 – August 31, 2010	[***]
September 1, 2010 – August 31, 2011	[***]
September 1, 2011 – August 31, 2012	[***]
September 1, 2012 – August 31, 2013	[***]
September 1, 2013 – August 31, 2014	[***]
September 1, 2014 – August 31, 2015	[***]
September 1, 2015 – August 31, 2016	[***]
September 1, 2016 – August 31, 2017	[***]
September 1, 2017 – October 31, 2017	[***]

6. Additional Rent. It is the intention of the parties that, until and including October 31,2007, additional rent payable by Tenant pursuant to the 23^rd/3^rd Floor Lease shall be calculated separately for the 23^rd Floor Space and the 3^rd Floor Space. Until and including October 31, 2007, the calculations for the 23^rd Floor Space shall be made pursuant to the provisions of Articles 37, 39 and 40 of the Existing 23^rd Floor Lease as unmodified by this Agreement. The calculations for the 3^rd Floor Space for the entire Term commencing on the 3^rd Floor Commencement Date, and the calculations for the 23^rd Floor Space commencing on November 1, 2007, shall be made pursuant to the provisions of Articles 37 and 39 of the Existing 23^rd Floor Lease with the following modifications:

(a) “Base Tax Year” for (i) the 23^rd Floor Space from and after November 1, 2007, and (ii) the 3^rd Floor Space, shall mean the Real Estate Taxes as finally determined for the tax fiscal year July 1,2002 – June 30,2003.

(b) “Subsequent Year” for (i) the 23^rd Floor Space from and after November 1, 2007, and (ii) the 3^rd Floor Space, shall mean any tax fiscal year commencing on or after July 1, 2003.

(c) “Tenant’s Proportionate Share” for the 23^rd Floor Space shall continue to mean 0.67% and for the 3^rd Floor Space shall mean 0.47%.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(d) Article 40 of the Existing 23^rd Floor Lease shall not apply to (i) the 23^rd Floor Space from and after November 1,2007, and (ii) the 3 ^rd Floor Space.

7. Option to Renew 23^rd/3^rd Floor Lease.

(a) Provided that the 23^rd/3^rd Floor Lease is then in full force and effect and Tenant is not in default thereunder after notice and expiration of any applicable grace period, Tenant shall have the option to extend the Term of the 23^rd/3^rd Floor Lease (with respect to all space then being leased thereunder, and not for only a part thereof) for one (1) additional period of five (5) years (the “Extension Term”). The Extension Term shall commence on the day after the initial Expiration Date (i.e., on November 1, 2017) and shall expire on the fifth (5th) anniversary of the initial Expiration Date (i.e., on October 31, 2022), unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of the 23^rd/3^rd Floor Lease or pursuant to law. Tenant shall give Landlord written notice of Tenant’s exercise of such option on or before the date that is one (1) year prior to the initial Expiration Date (i.e., on or before October 31, 2016) (the time of exercise being of the essence), and upon Tenant timely giving such notice, the Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Extension Term had originally been included in the Term; the word “Term,” whenever used herein, shall include the Extension Term; and the Expiration Date shall thereupon be deemed to be the last day of the Extension Term. All of the terms, covenants and conditions of the 23^rd/3^rd Floor Lease shall continue in full force and effect during the Extension Term, including Real Estate Tax escalation and the annual (each November 1) cumulative 2% increase in Fixed Rent in lieu of operating expense or Porter’s Wage escalation, which shall remain payable on the terms (including the Base Tax Year) herein set forth, except that: (i) the Fixed Rent shall be as determined in accordance with subparagraph (b) of this Paragraph, (ii) there shall be no rent concession, work or work allowance to be furnished by Landlord, and (iii) Tenant shall have no further right to extend the Term.

(b) The Fixed Rent payable by Tenant for the 23^rd Floor Space and the 3^rd Floor Space during the Extension Term shall be the greater of (x) the annual Fixed Rent therefor payable in the final month of the Term of the 23^rd/3^rd Floor Lease and the (y) the fair market rental value thereof based upon the criteria set forth in part (iii) of this subparagraph (b) (the “FMRV”), determined as follows:

(i) Beginning on the date that is one (1) year prior to the commencement of the Extension Term, Landlord and Tenant shall negotiate in good faith to agree upon the FMRV. If Landlord and Tenant cannot reach agreement by the date that is nine (9) months prior to the commencement of the Extension Term, Landlord and Tenant shall each select a reputable, qualified, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings in lower Manhattan for the type of space represented by the premises (such brokers are referred to herein, respectively, as “Landlord’s Broker” and “Tenant’s Broker”), who shall confer promptly after their selection by Landlord and Tenant and shall negotiate in good faith to agree upon the FMRV. If Landlord’s Broker and Tenant’s Broker cannot reach agreement by the date that is seven (7) months prior to the commencement of the Extension Term, then, no later than the date that is six (6) months prior to the commencement of the Extension Term, they shall designate a third reputable, qualified, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings in lower Manhattan for the type of space represented by the premises (the “Independent Broker”). Upon the failure of Landlord’s Broker and Tenant’s Broker timely to agree upon the designation of the Independent Broker, then the

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Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (10) days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord’s Broker and Tenant’s Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s estimate of the FMRV, taking into consideration the factors referenced in part (iii) of this subparagraph (b) (respectively “Landlord’s Broker’s Letter” and “Tenant’s Broker’s Letter”).

(ii) If the FMRV’s set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter differ by $90,000.00 per annum or less for each year during the Extension Term, the FMRV shall be deemed the average of the FMRV’s set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter. If such differential is more than $90,000.00 per annum, the Independent Broker shall conduct such investigations and hearings as he or she may deem appropriate and shall, within sixty (60) days after the date of his or her designation, choose either the FMRV set forth in Landlord’s Broker’s Letter or that set forth in Tenant’s Broker’s Letter to be the FMRV and such choice shall be binding upon Landlord and Tenant. Landlord and Tenant shall each pay the fees and expenses of its respective broker. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenant.

(iii) The FMRV shall be the fair market rental value, as of the first day of the Extension Term, of space comparable to the premises in lower Manhattan, taking into account the special character of the Building as a telecommunications industry specialty building, the then existing condition of the premises, the nature of the escalation provisions and the Base Tax Year as set forth in the 23^rd/3^rd Floor Lease, which shall not be changed, as well as the benefit to Tenant of being able to remain in its existing space and thus being spared the cost, inconvenience and interruption of business operations of relocating, the absence of any rent concession or work contribution from Landlord, and all other relevant terms and conditions of the 23^rd/3^rd Floor Lease. Fixed Rent shall include an annual cumulative two (2%) percent increase intended to reimburse Landlord for anticipated increases in Building operating expenses, in lieu of operating expense escalation or so-called Porter’s Wage escalation.

(c) If the Fixed Rent for the Extension Term has not been determined by the first day thereof, then the Fixed Rent to be paid by Tenant to Landlord until such determination has been made shall be the FMRV set forth in Landlord’s Broker’s Letter. After such determination has been made, any excess rental theretofore paid by Tenant to Landlord shall be credited by Landlord against the next ensuing Fixed Rent payable by Tenant to Landlord.

(d) Promptly after the Fixed Rent has been determined, Landlord and Tenant shall execute, acknowledge and deliver an agreement setting forth the Fixed Rent for the Extension Term, as finally determined, provided that the failure of the parties to do so shall not affect their respective rights and obligations under the 23^rd/3^rd Floor Lease.

(e) Fixed Rent for the Basement Space and the Set-Back Space (as hereinafter defined) during the Extension Term shall be at such rate, including cumulative annual increases, as Landlord is charging for such types of space as of the beginning of the Extension Term.

8. Increase in Security Deposit. The amount of the Security Deposit under the 23^rd/3^rd Floor Lease is Increased by $142,380.00, which shall be accomplished by way of an amendment to the 9^th Floor L/C adjusting the amount thereof to the sum of the amount presently required under the Existing 9^th Floor Lease plus $142,380.00 (i.e., to a total of $892,380.00). At any time that Landlord is holding cash as the Security Deposit, Landlord may demand by notice to Tenant that Tenant

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provide a Letter of Credit in the total amount of the required Security Deposit (upon receipt of which Landlord will deliver the cash security to Tenant), and if Tenant fails to provide such Letter of Credit within fifteen (15) business days after such demand is given, Landlord may itself arrange for the issuance thereof, using the cash security it is then holding, and Tenant shall upon demand reimburse Landlord, as additional rent, for the amount by which the cost thereof, including fees and other reasonable costs of issuance, exceeds the cash security being held by Landlord.

9. Basement Space.

(a) Effective as of the date of the execution and exchange of this Agreement (the “Effective Date”), the space identified by batching on Exhibit B annexed hereto located in the basement of the Building (the “Basement Space”) shall be added to the premises demised under the 23^rd/3^rd Floor Lease. The lease of the Basement Space shall be upon all the terms and conditions contained in the 23^rd/3^rd Floor Lease, except as otherwise set forth herein.

(b) Effective as of the Effective Date, the Fixed Rent under the 23^rd/3^rd Floor Lease shall be increased by [***] per annum by reason of the addition of the Basement Space, which amount shall increase on each January 1 throughout the Term of the 23^rd/3^rd Floor Lease, commencing on January 1, 2003, by two and one-half (2 ¹/2%) percent (cumulative).

(c) The Basement Space shall be used solely for the purpose of housing a fuel tank, in full compliance with all applicable laws. The installation of the fuel tank, as provided in the foregoing sentence, shall be performed in accordance with all applicable provisions of the 23^rd/3^rd Floor Lease, including, without limitation, Article 54 thereof.

(d) Landlord makes no representations concerning the condition of the Basement Space. Tenant agrees to accept the Basement Space in its “as is” condition on the date hereof. Landlord shall not be required to perform any work to prepare the Basement Space for Tenant’s use and occupancy.

(e) Promptly after the date hereof and prior to Tenant making any installations in the Basement Space, Tenant shall, at its sole cost and expense, construct Building standard demising walls to separate the Basement Space from the balance of the basement.

(f) There shall be no change in Tenant’s Proportionate Share or the electric capacity to which Tenant is entitled by reason of the addition of the Basement Space.

10. Landmark Designation. Tenant is hereby notified that the Building is subject to the jurisdiction of the Landmarks Preservation Commission. In accordance with sections 25-305, 25-306, 25-309 and 25-310 of the Administrative Code of the City of New York and the rules set forth in Title 63 of the Rules of the City of New York, any demolition, construction, reconstruction, alteration or minor work as described in such sections and such rules may not be commenced within or at the premises without the prior written approval of the Landmarks Preservation Commission. Tenant is notified that such demolition, construction, reconstruction, alterations or minor work includes, but is not limited to, (a) work to the exterior of the premises involving windows, signs, awnings, flagpoles, banners and storefront alterations and (b) interior work to the premises that (i) requires a permit from the Department of Buildings or (ii) changes, destroys or affects an interior architectural feature of an interior landmark or an exterior architectural feature of an improvement that is a landmark or located on a landmark site or in a historic district.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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11. Brokerage. Tenant covenants, represents and warrants that Tenant has had no dealings or communications with any broker or agent, other than Williams Real Estate Co. Inc., in connection with the consummation of this Agreement- Landlord agrees to pay a commission to Williams Real Estate Co. Inc. pursuant to a separate agreement. Tenant covenants and agrees to indemnify Landlord from and against all costs, expenses (including reasonable attorneys’ fees) and liability for any commission or other compensation claimed by any other broker or agent (other than Williams Real Estate Co. Inc.) with respect to this Agreement.

12. Interconnections. All interconnections made on or after April 17, 2002 shall be subject to the charge set forth in Sections 64(C) and (D) of the 9^th Floor Lease, whether made under the 9^th Floor Lease or the 23^rd/3^rd Floor Lease.

13. Cross-Default. A default on Tenant’s part under the 23^rd/3^rd Floor Lease that continues after any applicable notice and/or cure period shall automatically constitute a default under the 9^th Floor Lease (with no further notice requirement or opportunity to cure), and similarly a default on Tenant’s part under the 9^th Floor Lease that continues after any applicable notice and/or cure period shall automatically constitute a default under the 23^rd/3^rd Floor Lease (with no further notice requirement or opportunity to cure).

14. Existing Leases Ratified. Except as modified by this Agreement, the Existing Leases and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and the Existing Leases, as so modified, are hereby ratified and confirmed.

15. Successors and Assigns. The covenants, agreements, terms and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and, except as otherwise provided in the Lease, their respective assigns.

16. Changes to Be in Writing. This Agreement may not be changed orally, but only by a writing signed by the party against whom enforcement thereof is sought.

17. Not Binding Until Executed by Landlord. The submission of this Agreement to Tenant shall not constitute an offer by Landlord to execute and exchange this Agreement with Tenant and is made subject to Landlord’s acceptance, execution and delivery hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

HUDSON TELEGRAPH ASSOCIATES, L.P.
By:	Sixty Hudson Management LLC, general partner
	By:	/s/ Kenneth Carmel
	Name:	Kenneth Carmel
	Manager

COLO PROPERTIES, INC.
By:	/s/ Rory J. Cutaia
Name:	Rory J. Cutaia
Title:

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EX-10.3

Exhibit 10.3

AMENDMENT OF LEASE

This Amendment of Lease (this “Agreement”), dated as of the 1^st day of November, 2002, between HUDSON TELEGRAPH ASSOCIATES, L.P., a New York limited partnership, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).

W I T N E S S E T H:

WHEREAS:

A. Landlord and Connectech LLC (Tenant’s predecessor), entered into a lease dated as of June 11, 1997 (as amended to date, the “Existing Lease”) pursuant to which Tenant, as assignee, now leases a portion of the 23^rd floor in the building (the “Building”) known as 60 Hudson Street, New York, New York; and

B. Landlord and Tenant wish to amend the Existing Lease to provide for condenser water service to the Premises.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, Landlord and Tenant agree that the Existing Lease is hereby amended as follows:

1. All terms contained in this Agreement shall, for the purposes hereof, have the same meanings ascribed to them in the Existing Lease unless otherwise defined herein. As used herein, the term “Lease” shall mean the Existing Lease as amended by this Agreement and as the same may be hereafter amended.

2. The Existing Lease is hereby amended by adding the following Article 69 thereto, effective as of October 1, 2000:

“69. Condenser Water

(A) Landlord approves, in principle, subject to Tenant’s compliance with all applicable provisions of the Lease, Tenant’s installation of water-cooled supplemental air conditioning systems reasonably acceptable to Landlord (collectively, the “Supplemental System”) located throughout the Premises with a combined capacity of not more than twenty (20) tons. Tenant will retain Alpha Mechanical to construct the Supplemental System and to connect it to the Building’s condenser water riser in accordance with plans approved by Landlord and will pay Alpha Mechanical directly for the cost thereof. There shall be no tap-in charge, but Tenant shall pay to Landlord, upon execution of the contract with Alpha Mechanical, an administrative and supervisory fee equal to five (5%) percent of the amount payable to Alpha Mechanical for its work in connection with the Supplemental System. Subject to all applicable provisions of the Lease (including specifically, but without limitation, Article 27), Landlord agrees to reserve for Tenant’s use the condenser water necessary to operate the Supplemental System.

(B) Beginning on January 1, 2001, Tenant shall pay Landlord a charge in the initial amount of $20,000.00 ($1,000.00 per ton) per annum (“Condenser Water Charge”) for condenser water reserved for Tenant’s use pursuant to Section (A) hereinabove. On January 1, 2001, and on each January 1 thereafter throughout the Term, the Condenser Water Charge will increase by two and           one-half (2¹/₂%) percent of the Condenser Water Charge in effect on the immediately preceding day. The Condenser Water Charge shall be paid in twelve (12) equal monthly installments, on the first day of each month during the Term, as additional rent.

(C) Tenant shall, at its expense, make all necessary repairs and perform all necessary maintenance work to maintain the Supplemental System in working order and condition.”

3. The covenants, agreements, terms and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, and, except as otherwise provided in the Lease, their respective assigns.

4. Except as amended by this Agreement, the Existing Lease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and the Existing Lease, as so amended, is hereby in all respects ratified and confirmed.

5. Tenant covenants, represents and warrants that Tenant has had no dealings or communications with any broker or agent in connection with the consummation of this Agreement other than Williams Real Estate Co. Inc. (the “Broker”) and Tenant covenants and agrees to indemnify Landlord from and against all costs, expenses (including reasonable attorneys’ fees and disbursements) and liability for any commission or other compensation claimed by any broker or agent (other than the Broker) with respect to this Agreement.

6. This Agreement may not be changed orally, but only by a writing signed by the party against whom enforcement thereof is sought.

7. The submission of this Agreement to Tenant shall not constitute an offer by Landlord to execute and exchange this Agreement with Tenant and is made subject to Landlord’s acceptance, execution and delivery thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

HUDSON TELEGRAPH ASSOCIATES, L.P.
By:	Sixty Hudson Management LLC, general partner
By:	/s/ Kenneth Carmel
Name:
Manager
COLO PROPERTIES, INC.
By:	/s/ Rory J. Cutaia
Name:
Title:

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EX-10.4

Exhibit 10.4

Confidential Treatment Requested by The Telx Group, Inc.

AGREEMENT OF SUBLEASE

THIS AGREEMENT OF SUBLEASE (this “Agreement”), made and entered into as of the 14 day of July, 2006, between XO COMMUNICATIONS SERVICES, INC., a Delaware corporation, with offices located at 11111 Sunset Hills Road, Reston, Virginia 20190 (“Sublandlord”), and COLO PROPERTIES, INC. a Delaware corporation, with offices located at 17 State Street, 33^rd Floor, New York, New York 10004 (“Subtenant”).

W I T N E S S E T H:

WHEREAS, pursuant to an Agreement of Lease (the “Original Overlease”), dated as of December 15, 1997, Hudson Telegraph Associates (“Hudson Associates”), as landlord, leased to Nextlink New York LLC (“Nextlink LLC”), as tenant, a portion of the thirteenth (13^th) floor in the building (the “Building”) known as 60 Hudson Street, New York, New York;

WHEREAS, the Original Overlease was amended pursuant to (i) an Amendment of Lease, dated as of December 15, 1997, between Hudson Associates, as landlord, and Nextlink LLC, as tenant, (ii) a Second Amendment of Lease, dated as of June 30, 1998, between Hudson Associates, as landlord, and Nextlink LLC, as tenant, (iii) a Third Amendment of Lease, dated as of June 10, 1999, between Hudson Telegraph Associates, L.P. (“Overlandlord”), as successor-in-interest to Hudson Associates, as landlord, and Nextlink LLC, as tenant (the “Third Amendment”), (iv) a Fourth Amendment of Lease, dated as of November 12, 2001, between Overlandlord, as landlord, and XO New York, Inc., successor-in-interest to Nextlink LLC, as tenant and (v) a Fifth Amendment of Lease, dated as of December 1, 2005, between Overlandlord, as Landlord, and Sublandlord, as Tenant (the Original Overlease, as so amended, being referred to herein as the “Overlease”);

WHEREAS, pursuant to the Third Amendment, Overlandlord leased to Sublandlord additional space in the Building located on the ninth (9^th) floor of the Building (the “Ninth Floor Premises”); and

WHEREAS, Sublandlord, as successor-in-interest to XO New York, Inc. desires to sublease to Subtenant, and Subtenant desires to hire and take from Sublandlord, that certain portion of the Ninth Floor Premises depicted on Exhibit “A” attached hereto and made a part hereof, consisting of approximately Thirteen Thousand (13,000) square feet of rentable area (such portion of the Ninth Floor Premises depicted on Exhibit “A” being referred to herein as the “Premises”; the portion of the Ninth Floor Premises not being subleased to Subtenant being referred to herein as the “Retained Ninth Floor Premises”).

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and obligations herein contained, the parties hereby agree as follows:

1. Premises/Term/Consent.

(a) Sublandlord hereby subleases the Premises to Subtenant, and Subtenant hereby hires and takes the Premises from Sublandlord, for a term (the “Term”) commencing on

EXECUTION COPY 1

the date upon which Overlandlord delivers a fully signed Consent (as hereinafter defined) to each of Sublandlord and Subtenant (such date being referred to herein as the “Commencement Date”) and expiring on May 13, 2013 (the “Fixed Expiration Date”), unless sooner terminated as provided herein or pursuant to applicable laws.

(b) Subtenant hereby acknowledges and agrees that this Agreement is subject to and conditioned upon obtaining the written consent of Overlandlord as provided in the Overlease, which consent shall be in the standard form that Overlandlord customarily delivers for its consent to a subletting in the Building (the “Consent”), and which Consent shall otherwise be reasonably acceptable to Sublandlord and Subtenant. Sublandlord shall reasonably cooperate with Subtenant, at Subtenant’s sole cost and expense, in the procurement of the Consent.

2. Rent

(a) The term “Rent Commencement Date” means the one hundred eightieth (180^th) day after the Commencement Date. If the Rent Commencement Date does not occur on the first (1^st) day of a calendar month, or if the Fixed Expiration Date does not occur on the last day of a calendar month, as the case may be, then the monthly installment of Fixed Rent or any monthly installment of Additional Rent (as hereinafter defined), as the case may be, due in respect of such calendar month shall be appropriately prorated based upon the number of days occurring in such month.

(b) The term “Fixed Rent” means the following for those periods listed below:

PERIOD	MONTHLY BASE RENT	ANNUAL BASE RENT
Rent Commencement Date – 4/30/07	[***]	[***]
5/1/07 – 4/30/08	[***]	[***]
5/1/08 – 4/30/09	[***]	[***]
5/1/09 – 4/30/10	[***]	[***]
5/1/10 – 4/30/11	[***]	[***]
5/1/11 – 4/30/12	[***]	[***]
5/1/12 – 5/14/13	[***]	[***]

(c) Subtenant shall, without further demand or other notice, and without set-off, deduction or abatement, except as expressly permitted herein, pay Sublandlord the Fixed Rent commencing on the Rent Commencement Date (in respect of the first (1^st) installment of Fixed Rent due hereunder), and thereafter on the first day of each month occurring during the Term, and any other amounts due under this Agreement (such other amounts being referred to herein as “Additional Rent”) when such amounts are due, all in lawful money of the United States, by check drawn on a bank which is a member of the New York Clearing House Association to “XO Communications” and delivered to P.O. Box 223256, Pittsburgh, PA 15251-2258 or at such other address as Sublandlord may from time to time designate by notice to Subtenant. For the purposes of this Agreement, Subtenant is obligated to pay that portion of any amount properly charged to Sublandlord under the Overlease as is properly applicable to the Premises.

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[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

2

(d) The Fixed Rent, Additional Rent, and all other costs, charges and sums payable by Subtenant hereunder (collectively, “Rental”), constitute rent under this Agreement.

(e) Subtenant’s liability for the payment of any and all items of Rental accruing during the Term, and Sublandlord’s obligation to refund overpayments of or adjustments to any item of Rental paid to it by Subtenant, shall survive the expiration or sooner termination of this Agreement.

(f) In the case of the payment of any Additional Rent which is not due on a regular basis on the first day of the month, Sublandlord shall give Subtenant notice of the due date and amount thereof promptly after its receipt of an invoice from Landlord, and Subtenant shall make payments to Sublandlord in each case within ten (10) days after its receipt of such notice.

3. Taxes. Commencing on the Commencement Date and throughout the Term, Subtenant shall pay to Sublandlord Subtenant’s share (“Subtenant’s Proportionate Share”) of the Real Estate Taxes payable by Sublandlord to Overlandlord solely in respect of the Ninth Floor Premises in accordance with the terms of the Overlease, which Subtenant’s Proportionate Share shall be forty three point three three percent (43.33%). Subtenant shall pay Subtenant’s Proportionate Share of Taxes to Sublandlord (whether estimated or actual Real Estate Taxes as provided in said Article 44 of the Overlease) on or prior to thirty (30) days after the date Sublandlord delivers to Subtenant a copy of the applicable Tax Statement rendered by Overlandlord to Sublandlord on account of Real Estate Taxes, together with a copy of any actual tax bill annexed to such Tax Statement. Subtenant shall not be required to make any payments on account of actual Real Estate Taxes to Sublandlord earlier than thirty (30) days prior to the date the corresponding payment of Real Estate Taxes is due to the applicable governmental authority. Promptly after Subtenant’s request, Sublandlord shall request Overlandlord to deliver to Sublandlord a copy of the actual tax bill used to prepare any particular Tax Statement, and Sublandlord shall promptly give a copy of such tax bill to Subtenant following Sublandlord’s receipt thereof. Within thirty (30) days after Sublandlord’s receipt of any refunds on account of Real Estate Taxes paid by Overlandlord to Sublandlord in respect of the Ninth Floor Premises, Sublandlord shall pay to Subtenant Subtenant’s Proportionate Share of such refund. Sublandlord acknowledges that Sublandlord is not required pursuant to the Overlease to make Utilities Payments or payments on account of Expense Escalations with respect to the Ninth Floor Premises, and, accordingly, Subtenant shall not be required to make any payments to Sublandlord on account of Utilities Payments or Expense Escalations. For the purposes of this Agreement, Additional Rent includes Subtenant’s Proportionate Share of Real Estate Taxes.

4. Electricity. Subtenant shall install a separate submeter, at Subtenant’s cost and expense, no later than ninety (90) days after the Commencement Date to measure Subtenant’s usage of electricity in the Premises. Subtenant shall pay to Sublandlord on or prior to Sublandlord’s rendition of a statement therefor, Subtenant’s share of the electricity bill rendered by Overlandlord to Sublandlord from time to time on account of electricity furnished to the Ninth Floor Premises, based upon Subtenant’s consumption of electricity in the Premises, as measured by the separate submeter. For the period prior to the installation of the separate submeter, Subtenant shall pay one-half of the costs of the electricity usage. Any statement rendered by Sublandlord to Subtenant on account of electricity shall have annexed thereto

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documentation that reasonably substantiates the charges set forth thereon. Subtenant has the right to draw up to 600 amps at 480 volts of electricity for its use in the Premises. For the purposes of this Agreement, Additional Rent includes Subtenant’s share of electrical furnished to the Premises. The supply of electrical service to the Premises and to the Retained Ninth Floor Premsies, including back-up generator power, is as set forth in the attached Exhibit A-l. In the event that Subtenant requires electrical service in excess of the above-mentioned limits, Subtenant acknowledges and agrees that Subtenant shall obtain such excess electrical service, from or through Overlandlord or directly from the electrical utility, at Subtenant’s sole cost and expense.

5. Use/Condition of Premises/Subtenant’s Work/Use of Common Areas and Equipment/Conduits.

(a) Subtenant shall use and occupy the Premises solely for communications network colocation, operations and interconnection facility, as may be limited in the Overlease and by the Consent, and in accordance with the uses permitted under applicable zoning regulations, and shall not use the Premises for any other purpose. Subtenant shall not use or occupy the Premises for any unlawful purpose.

(b) Subtenant has examined the Premises, is aware of the physical condition thereof, and, Subtenant agrees to take the Premises in its “as is” condition on the Commencement Date. Subtenant acknowledges and agrees that (i) Sublandlord has not made and does not make any representations or warranties of any kind whatsoever as to the physical condition of the Premises, the use to which the Premises may be put, or any other matter or thing affecting or relating to the Premises, except as specifically set forth in this Agreement; (ii) Sublandlord has no obligation whatsoever to perform any work in order to prepare the Premises for Subtenant’s occupancy thereof pursuant to this Agreement except to deliver vacant and exclusive possession of the Premises in broom clean condition on the Commencement Date; (iii) in no event whatsoever is Sublandlord to be liable for any latent defects in the Premises or in any of its contents; (iv) Acceptance of the Premises by Subtenant is to be construed as recognition that the Premises are in a good state of repair and in sanitary condition; and (v) Except for Sublandlord’s gross negligence or willful misconduct or Sublandlord’s failure to perform its obligations under the Overlease or this Agreement, Sublandlord is not liable for any losses or damages incurred by Subtenant due to the failure by Overlandlord to provide for or the failure of operation of the heating, cooling or other utility equipment or due to the necessity of repair of same.

(c) Sublandlord shall, at Subtenant’s sole cost and expense, not later than ninety (90) days after the Commencement Date, construct a demising wall to separate the Premises from the Retained Ninth Floor Premises, which demising wall is described and depicted on the annexed Exhibit “A” and Schedule “I” attached hereto and made a part hereof. Subtenant hereby grants Sublandlord the right of access to the Premises for purposes of constructing such demising wall and consents to Sublandlord performing such construction during business hours. Subtenant shall have the right, without obtaining Sublandlord’s consent, to place a sign identifying Subtenant (or any of its approved subtenants, assignees or licensees) on the entrance door to the Premises that does not open into the common corridor located on the ninth (9^th) floor of the Building.

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(d) During the Term on all days at all times and at no additional Rental to Subtenant, Sublandlord shall grant Subtenant access to the portions of the Retained Ninth Floor Premises denoted as “common area” on Exhibit “A” attached hereto (such portions of the Retained Ninth Floor Premises being referred to herein as “Common Areas”), to maintain, operate, repair and replace certain of the Assets (as defined in Section 23 below), which, following the Commencement Date, shall continue to be located in the Common Areas. Sublandlord, at Sublandlord’s cost and expense, shall keep the Common Areas (but not any Subtenant equipment contained therein) in broom clean and good condition. Such access is to be appointment, upon prior written notice. Subtenant shall use reasonable efforts to safeguard Sublandlord’s fixtures, equipment and any other property located in the Common Areas in connection with Subtenant’s right to access the Common Areas and shall, at Subtenant’s expense, promptly repair any damage caused to the Common Areas or Sublandlord’s property contained therein caused by Subtenant, its employees, agents or contractors. Sublandlord shall use reasonable efforts to safeguard Subtenant’s fixtures, equipment and any other property located in the Common Areas and shall, at Sublandlord’s expense, promptly repair any damage caused to the Common Areas or Subtenant’s Property contained therein caused by Sublandlord, its employees, agents or contractors. Sublandlord and Subtenant shall reasonably cooperate with one another with respect to the use and condition of the Common Areas and with respect to identifying any upgrades or modifications to the Common Areas and/or the equipment contained therein that would make the use of the Common Areas more beneficial for each party (it being agreed that if Sublandlord and Subtenant mutually agree to upgrade and/or modify the Common Areas as aforesaid, then Sublandlord and Subtenant shall share equally in the costs of any such upgrades and/or modifications).

(e) From and after the Commencement Date, Subtenant, at Subtenant’s cost and expense, shall maintain, repair and replace, to the extent necessary, the Asset comprised of the generator which is located in the Common Area and which is depicted in Exhibit B (such generator, the “BE2 Generator”). From and after the Commencement Date, Sublandlord, at Sublandlord’s cost and expense, shall continue to maintain and repair the fuel tank, fuel pump, fuel risers and related risers and certain electrical boxes, on the terms and subject to the conditions contained in the Joint Management Agreement, to be entered into by and between Sublandlord and Subtenant (and Sublandlord and Subtenant agree to act reasonably in the negotiation and signing of such agreement). Sublandlord has no obligation whatsoever to maintain or repair any Asset listed in Exhibit B. At the end of the term of this Agreement, Subtenant shall own the BE2 Generator, and shall remove it from the Premises.

(f) Notwithstanding any other provision to the contrary, for a period of ninety (90) days after the Commencement Date, Sublandlord, at Sublandlord’s cost and expense, shall have the right to access the Premises in order to relocate Sublandlord’s existing customers and their equipment from the Premises (such period of time being referred to herein as the “Relocation Period”). Any access and relocation by Sublandlord during the Relocation Period shall be at no cost to Sublandlord, except to the extent Sublandlord causes any damage to the Premises or Subtenant’s property, in which event Sublandlord shall reimburse Subtenant promptly after request therefor for the reasonable, out-of-pocket costs incurred by Subtenant to repair any such damage. During such Relocation Period, and until such time as all such equipment is removed from the Premises, Subtenant shall not, directly or indirectly, or in any

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way whatsoever, augment, change, modify, damage, interfere with, or in any way hinder or alter any of the Sublandlord’s or Sublandlord’s customer’s equipment in the Premises, and in the event that Subtenant breaches this obligation, Subtenant shall reimburse Sublandlord promptly after request therefor for the reasonable, out-of-pocket costs incurred by Sublandlord in respect of such breach.

(g) For as long during the term of this Agreement as Sublandlord continues to use the conference room space depicted on Exhibit “A” attached hereto as a conference room, Sublandlord, at no additional charge to Subtenant, shall permit Subtenant to use the conference room for meetings, both internal and for customers and other third-parties, at reasonable times on business days as long as such conference room is not at such time being used by Sublandlord for storage of customer equipment, for other technical purposes, or for employee-related purposes, such use by Subtenant to be by appointment, approved in advance by Sublandlord.

(h) Subtenant, at Subtenant’s cost and expense, shall install a separate fire suppression system valve to serve the Premises, which Installation shall include increasing preventative maintenance inspections to maximum industry standards, which installation is subject to Subtenant’s obtaining Overlandlord’s consent if required under the Overlease, and which installation is subject to all local and state laws and codes, and the approvals of all authorities with jurisdiction over such fire suppression systems and components. Following the installation of such separate fire suppression system, Subtenant shall provide Sublandlord with copies of all official reports resulting from fire inspections.

(i) Upon request from Subtenant, Sublandlord shall request from Overlandlord, in accordance with the applicable terms of the Overlease, additional conduits to service Subtenant’s needs in the Premises. Subtenant shall pay for any additional conduits and shall maintain and repair any such conduits in accordance with the terms of this Agreement.

(j) Subtenant acknowledges that upon the commencement of this Sublease, the Retained Ninth Floor Premises is to be without HVAC service until such time as Sublandlord constructs and installs an HVAC system in the Retained Ninth Floor Premises. Accordingly, Subtenant acknowledges and agrees that for a reasonable period of time, in no event less than ninety (90) days following the Commencement Date, during which time Sublandlord is constructing and installing the HVAC system in the Retained Ninth Floor Premises, Subtenant shall not, directly or indirectly, or in any way whatsoever, augment, change, modify, interfere with, or in any way hinder or alter the configuration or operation of the HVAC system in the Premises. Until such time as Sublandlord completes the construction and installation of the HVAC system for the Retained Ninth Floor Premises, Sublandlord shall remain responsible for the maintenance of the HVAC system in the Premises, and Sublandlord have the right to access the Premises in order to perform such maintenance.

(k) Subtenant acknowledges and agrees that Subtenant has no rights whatsoever to tie into or use the condenser water piping that runs through the Premises, and that in the event that Subtenant requires condenser water for any reason, Subtenant shall contract with Overlandlord to obtain such condenser water at Subtenant’s sole cost and expense. Subtenant shall ensure that any such condenser water services obtained from Overlandlord shall in no way affect or impact the condenser water services currently running through the Premises. Subtenant hereby grants Sublandlord the right of access to the Premises, upon prior written notice, for the purposes of maintenance of the condenser water pipes.

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(1) Subtenant acknowledges and agrees that Sublandlord has full rights to use the fiber riser within the Premises, and to run additional fiber conduits through the Premises for Sublandlord’s use. Sublandlord is not obligated to pay Subtenant for such rights, however Sublandlord is responsible for the installation and maintenance costs in respect of the use of these rights. Subtenant hereby grants Sublandlord the right of access to the Premises, upon prior written notice, for purposes of installation and maintenance of such fiber riser and fiber conduits.

(m) Sublandlord, at no additional charge to Subtenant, shall permit Subtenant to access the Generator Room depicted on Exhibit “A” by appointment only, approved in advance by Sublandlord.

(n) Sublandlord, at no additional charge to Subtenant, shall permit Subtenant to access the AC Service Room depicted on Exhibit “A” by appointment only, approved in advance by Sublandlord.

6. The Overlease.

(a) To the extent, and only to the extent necessary to give effect to the intent and provisions of this Agreement, those terms, covenants, conditions and provisions in the Overlease that are necessary to give effect to the intent and provision of this Agreement are hereby incorporated in, and made a part of, this Agreement, and such rights and obligations as are contained in the Overlease are hereby imposed upon the respective parties hereto, Sublandlord herein being substituted for references to Landlord contained in the Overlease, and Subtenant herein being substituted for references to Tenant contained in the Overlease.

(b) If any term or provision of this Agreement shall conflict with, or be inconsistent with, any term or provision contained in the Overlease, then this Agreement shall govern, unless such term or provision would constitute a default under or breach of the Overlease, in which case the Overlease will govern.

7. Right of First Offer.

(a) Sublandlord shall not lease, sublease, license, or assign to any person or entity (“Person”), or to in any other way permit any Person to occupy, during the term of the Overlease (as the term may be extended or renewed) all or any portion of the Retained Ninth Floor Premises without first instituting the procedure described in, and subject to the limitations set forth in, this Article 7. Sublandlord represents and warrants that by virtue of its execution and delivery of this Agreement, any successor to Sublandlord’s interest in the Overlease or this Agreement, by operation of law or otherwise, shall be bound by the provisions of this Article 7. Sublandlord represents and warrants to Subtenant that, as of the date hereof, no Person other than Overlandlord has the right to lease the Retained Ninth Floor Premises (it being acknowledged that, pursuant to the Overlease, Overlandlord has a right of recapture with respect to any assignment of Sublandlord’s interest in the Overlease or any subletting of all or any part of the Retained Ninth Floor Premises).

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(b) If Sublandlord intends to lease or license all or any portion of the Retained Ninth Floor Premises, then Sublandlord shall first give Subtenant written notice thereof, which notice shall set forth the date that Sublandlord reasonably expects that the Retained Ninth Floor Premises will be vacant and available for Subtenant’s occupancy (such date designated by Sublandlord being referred to herein as the “Retained Ninth Floor Premises Commencement Date”) and identifies the portion of the Retained Ninth Floor Premises that is available (if less than all of the Retained Ninth Floor Premises). The Retained Ninth Floor Premises Commencement Date shall not be less than sixty (60) days after the date that Sublandlord gives the aforesaid notice to Subtenant.

(c) Subject to the terms of this Article 7, Tenant shall have the option (the “Option”) to lease the Retained Ninth Floor Premises (or the applicable portion thereof) for a term commencing on the Retained Ninth Floor Premises Commencement Date and expiring on the Expiration Date by giving notice thereof (the “Response Notice”) to Sublandlord not later than the tenth (10^th ) day after the date that Sublandlord gives its notice to Subtenant. If Subtenant exercises the Option in accordance with the provisions of this Article 7, then, on the Retained Ninth Floor Premises Commencement Date, the Retained Ninth Floor Premises (or the applicable portion thereof) shall become a part of the Premises on the terms and conditions contained herein, except that (i) the Subtenant’s Proportionate Share shall be increased by that percentage that the additional Premises is of the total of the Premises and Retained Ninth Floor Premises, (ii) the Fixed Rent shall be increased on the Retained Ninth Floor Premises Commencement Date by an amount equal to the then Fixed Rent per rentable square foot for the Premises (other than the Retained Ninth Floor Premises or the applicable portion thereof leased by Subtenant hereunder) multiplied by the number of square feet of rentable area of the Retained Ninth Floor Premises leased by Subtenant pursuant to this Article 7, and (iii) within a reasonable period of time after Subtenant’s exercise of the Option, Sublandlord and Subtenant shall mutually agree upon a reasonable amount to be paid by Subtenant to Sublandlord for any assets that are located in the Retained Ninth Floor Premises (or portion thereof) subleased by Subtenant and that are purchased by Subtenant in connection with such subleasing.

8. Alterations. Except as referenced in Article 5(c) above, Subtenant shall not make any alterations, installations, improvements, additions or other physical changes in or about the Premises (“Subtenant Alterations”) without first obtaining the written consent of Sublandlord and, to the extent required by the Overlease, of Overlandlord, with respect thereto. Sublandlord agrees to cooperate with Subtenant, at no cost to Sublandlord, in order to obtain such consent, including, without limitation, submitting plans and specifications on behalf of Subtenant. Subtenant shall perform all Subtenant Alterations, including those alternations referenced in Article 5(c) above, at Subtenant’s sole cost and expense, and in accordance with the applicable provisions of the Overlease and the written consent of Sublandlord, and if applicable, Overlandlord.

9. Covenants, Representations and Warranties with Respect to the Overlease.

(a) Neither Subtenant nor Sublandlord shall do anything that would constitute a default under the Overlease or omit to do anything that Subtenant or Sublandlord is obligated to do under the terms of this Agreement so as to cause there to be a default under the Overlease.

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(b) The time limits set forth in the Overlease for the giving of notices, making demands, performance of any act, condition or covenant, or the exercise of any right, remedy or option, are changed for the purpose of this Agreement, by lengthening or shortening the same in each instance, as appropriate, so that notices may be given, demands, or any act, condition or covenant performed, or any right, remedy or option hereunder exercised, by Sublandlord or Subtenant, as the case may be (and each party covenants that it will do so), within three (3) days prior to the expiration of the time limit, taking into account the maximum notice and cure period, if any, relating thereto contained in the Overlease. Each party shall promptly deliver to the other party copies of all notices, requests or demands which relate to the Premises or the use or occupancy thereof after receipt of same from Overlandlord.

(c) Sublandlord represents that as of the date hereof, Sublandlord (i) has not received nor sent any notice of default under the Overlease, (ii) has not received nor sent notice of any claims, offsets or defenses against the enforcement of the Overlease by either Sublandlord or Overlandlord, (iii) is the tenant under the Overlease, and (iv) has the full right and authority to execute, deliver and perform its obligations under this Agreement and this Agreement is a legal, valid and binding obligation of Sublandlord.

(d) Subtenant represents that as of the date hereof, (i) Subtenant is a duly organized and validly existing corporation, (ii) all requisite approvals necessary for the execution and delivery of this Agreement have been obtained by Subtenant, (iii) Subtenant has the full right and authority to execute, deliver and perform its obligations under this Agreement and this Agreement is a legal, valid and binding obligation of Subtenant; and that (iv) Subtenant has the funds to perform its obligations under Article 23 of this Agreement, and the financial stability to perform all of its other obligations under, and through out the term of, this Agreement

10. Services and Repairs.

(a) Notwithstanding anything to the contrary contained in this Agreement or in the Overlease, Sublandlord shall not be required to provide any of the services that Overlandlord has agreed to provide (or is required by law to provide), or furnish the electricity to the Premises that Overlandlord has agreed to furnish pursuant to the Overlease (or is required by law to furnish), or make any of the repairs or restorations that Overlandlord has agreed to make pursuant to the Overlease (or is required by law to make), or comply with any laws or requirements of any governmental authorities (except as otherwise expressly provided under the Overlease), or take any other action that Overlandlord has agreed to provide, furnish, make, comply with, or take, or cause to be provided, furnished, made, complied with or taken, under the Overlease, but Sublandlord agrees to use commercially reasonable efforts, at Subtenant’s sole cost and expense, to obtain the same from Overlandlord (provided, however, that Sublandlord shall not be obligated to use such efforts or take any action which might give rise to a default under the Overlease), and Subtenant shall rely upon, and look solely to, Overlandlord for the provision, furnishing or making thereof or compliance therewith. If Sublandlord is entitled to any rental abatement, offset or credit under the Overlease by virtue of Overlandlord’s failure to provide the aforesaid services or electricity or its failure to make such repairs or restorations, then Subtenant shall be entitled to a corresponding abatement, offset or credit against its rental obligations hereunder.

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(b) If Overlandlord shall default in the performance of any of its obligations under the Overlease, as to the Premises (a) Sublandlord shall, upon request and at the expense of Subtenant, timely institute and diligently prosecute any action or proceeding which Subtenant, in its reasonable judgment, deems meritorious, in order to have Overlandlord make such repairs, furnish such electricity, provide such services or comply with any other obligation of Overlandlord under the Overlease or as required by law. Subtenant shall indemnify and hold harmless Sublandlord from and against any and all such claims arising from or in connection with such request, action or proceeding. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature, including, without limitation, reasonable attorneys’ fees and disbursements, incurred ha connection with any such claim, action or proceeding brought thereon. Subtenant shall not make any claim against Sublandlord for any damage which may arise, nor shall Subtenant’s obligations hereunder be diminished, by reason of (i) the failure of Overlandlord to keep, observe or perform any of its obligations pursuant to the Overlease, unless such failure is due to Sublandlord’s gross negligence or willful misconduct, or (ii) the acts or omissions of Overlandlord, its agents, contractors, servants, employees, invitees or licensees. The provisions of this Article 10 shall survive the expiration or earlier termination of the Term hereof.

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11. Consents. Intentionally deleted.

12. Termination of Overlease. If the Overlease is terminated by Overlandlord pursuant to the terms thereof with respect to all or any portion of the Premises prior to the Expiration Date for any reason (subject to the terms of any separate agreement entered into between Overlandlord and Subtenant, including the terms of the Consent), then this Agreement shall thereupon terminate with respect to any corresponding portion of the Premises, and Sublandlord shall not be liable to Subtenant by reason thereof. In the event of such termination, Sublandlord shall return to Subtenant that portion of the Rental paid in advance by Subtenant with respect to such portion of the Premises, if any, prorated as of the date of such termination.

13. Sublease, Not Assignment. Notwithstanding anything contained herein, this Agreement shall be deemed to be a sublease of the Premises and not an assignment, in whole or in part, of Sublandlord’s interest in the Overlease.

14. Damage, Destruction, Fire and other Casualty; Condemnation. Notwithstanding any contrary provision of this Agreement or the provisions of the Overlease herein incorporated by reference, Subtenant shall not have the right to terminate this Agreement as to all or any part of the Premises, or be entitled to an abatement of Rental, by reason of a casualty or condemnation affecting the Premises unless Sublandlord is entitled to terminate the Overlease or is entitled to a corresponding abatement with respect to its corresponding obligation under the Overlease. If Sublandlord is entitled to terminate the Overlease for all or any portion of the Premises by reason of casualty or condemnation, Subtenant may terminate this Agreement as to any corresponding part of the Premises by written notice to Sublandlord given at least five (5) business days prior to the date(s) Sublandlord is required to give notice to Overlandlord of such termination under the terms of the Overlease.

15. No Waivers. Failure by Sublandlord in any instance to insist upon the strict performance of any one or more of the obligations of Subtenant under this Agreement, or to exercise any election herein contained, shall in no manner be or be deemed to be a waiver by Sublandlord of any of Subtenant’s defaults or breaches hereunder or of any of Sublandlord’s rights and remedies by reason of such defaults or breaches, or a waiver or relinquishment for the future of the requirement of strict performance of any and all of Subtenant’s obligations hereunder. Further, no payment by Subtenant or receipt by Sublandlord of a lesser amount than the correct amount or manner of payment of Rental due hereunder shall be deemed to be other than a payment on account, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed to effect or evidence an accord and satisfaction, and Sublandlord may accept any checks or payments as made without prejudice to Sublandlord’s right to recover the balance or pursue any other remedy in this Agreement or otherwise provided at law or equity. Failure by Subtenant in any instance to insist upon the strict performance of any one or more of the obligations of Sublandlord under this Agreement, or to exercise any election herein contained, shall in no manner be or be deemed to be a waiver by Subtenant of any of Sublandlord’s defaults or breaches hereunder or of any of Subtenant’s rights and remedies by reason of such defaults or breaches, or a waiver or relinquishment for the future of the requirement of strict performance of any and all of Sublandlord’s obligations hereunder.

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16. Notices. Any notice, statement, demand, consent, approval, advice or other communication required or permitted to be given, rendered or made by either party to the other, pursuant to this Agreement or pursuant to any applicable law or requirement of public authority (collectively, “Communications”) shall be in writing and shall be deemed to have been properly given, rendered or made only if sent by (a) personal delivery, receipted by the party to whom addressed, (b) registered or certified mail, return receipt requested, posted in a United States post office station in the continental United States, or (c) by a nationally recognized overnight delivery company, in any such case addressed (i) to Subtenant at its address first above written, Attention: J. Todd Raymond, Esq., with a copy to Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Chrysler Center, 666 Third Avenue, New York, New York 10017, Attention: Stephen J. Gulotta, Jr., and (ii) to Sublandlord at 14811 N. Kierland, Blvd, Suite 300, Scottsdale, AZ 85254 Attn: Lease Contract Administrator, and to XO Communications, Inc., 11111 Sunset Hills Road, Reston, Virginia, 20190, Attn: General Counsel. All such Communications shall be deemed to have been given, rendered or made (i) when delivered and receipted by the party to whom addressed, in the case of personal delivery, (ii) three (3) days after the day so mailed, or (iii) the next business day if made by nationally recognized delivery company for next business day delivery. Either party may, by notice as aforesaid actually received, designate a different address or addresses for Communications intended for it.

17. Indemnity.

(a) Subtenant shall not do or permit any act or thing to be done in or upon the Building, the Premises, the Common Area, or any portion of the Retained Ninth Floor Premises to which Subtenant has access pursuant to this Sublease, which may subject Sublandlord to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any requirement of law, and shall exercise such control over the Premises, the Common Area and such portion of the Retained Ninth Floor Premises, as the case may be, as to fully protect Sublandlord against any such liability. Subtenant shall indemnify and save harmless Sublandlord and the employees, agents, contractors and licensees of Sublandlord (collectively, the “Sublandlord Indemnitees”) from and against (a) all claims of whatever nature against the Sublandlord Indemnitees arising from any act, omission or negligence of Subtenant, its employees, agents, contractors and licensees (collectively, the “Subtenant Indemnitees”), (ii) all claims against the Sublandlord Indemnitees arising from any accident, injury or damage whatsoever caused by the Subtenant Indemnitees to any person or to the property of any person and occurring during the Term in or about the Premises, the Common Area or such portion of the Retained Ninth Floor Premises, and (iii) all claims against the Sublandlord Indemnitees arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Building, including within the Common Areas and such portion of the Retained Ninth Floor Premises, where such accident, injury or damage results from the act, omission or negligence of the Subtenant Indemnitees. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof.

(b) Sublandlord shall not do or permit any act or thing to be done upon the Premises, the Common Areas, or the portion of the Retained Ninth Floor Premises to which

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Subtenant has access pursuant to this Sublease, which may subject Subtenant to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of any requirement of law, and shall exercise such control over the Premises, the Common Areas and such portion of the Retained Ninth Floor Premises as to fully protect Subtenant against any such liability. Sublandlord shall indemnify and save harmless the Subtenant Indemnitees from and against (i) all claims of whatever nature against the Subtenant Indemnitees arising from any act, omission or negligence of the Sublandlord Indemnitees, (ii) all claims against the Subtenant Indemnitees arising from any accident, injury or damage whatsoever caused to any person or to the property of any person and occurring during the Term in or about the Premises, the Common Areas, or such portion of the Retained Ninth Floor Premises, and (iii) all claims against the Subtenant Indemnitees arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Building, where such accident, injury or damage results from the act, omission or negligence of the Sublandlord Indemnitees. This indemnity and hold harmless agreement shall include indemnity from and against any and all liability, fines, suits, demands, costs and expenses of any kind or nature (including, without limitation, reasonable attorneys’ fees and disbursements) incurred in or in connection with any such claim or proceeding brought thereon, and the defense thereof.

(c) If any claim, action or proceeding is made or brought against Sublandlord or Subtenant, as applicable, which claim, action or proceeding Subtenant or Sublandlord, as applicable, shall be obligated to indemnify any Sublandlord Indemnitee or Subtenant Indemnitee against, as the case may be, pursuant to the terms of this Agreement, then, upon demand by the party entitled to indemnification hereunder, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name, if necessary, by such attorneys as such indemnified party shall approve, which approval shall not be unreasonably withheld. Attorneys for Sublandlord’s or Subtenant’s insurer, as applicable, are hereby deemed approved for purposes of this Article 17. Notwithstanding the foregoing, such indemnified party may retain its own attorneys to defend or assist in defending any claim, action or proceeding involving potential liability of Five Million Dollars ($5,000,000) or more, and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys, and the indemnifying party shall have no further obligation to defend such claim on behalf of the indemnified party. The provisions of this Article 17 shall survive the expiration or earlier termination of the Term hereof.

18. Subtenant’s Insurance. Subtenant shall procure and maintain, at its own cost and expense, such liability insurance as is required to be carried by Sublandlord under the Overlease, naming Sublandlord and the Overlandlord under the Overlease as additional insureds. Such insurance coverage shall be primary and non-contributory as to the Premises. Subtenant shall also procure and maintain, at its own cost and expense, such property insurance as is required to be carried by Sublandlord under the Overlease to the extent such property insurance pertains to the Premises. Subtenant is required to procure and maintain at its own cost and expense other types of insurance required of Sublandlord under the Overlease which relate in any way to the Premises. Subtenant shall furnish to Sublandlord a certificate of Subtenant’s insurance required hereunder not later than ten (10) days prior to Subtenant’s taking possession of the Subleased Premises. Each party hereby waives claims against the other for property damage provided such waiver shall not invalidate the waiving party’s property insurance; each

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party shall obtain from its insurance carrier a waiver of its right of subrogation. Subtenant hereby waives claims against the Overlandlord under the Overlease and Sublandlord for property damages to the Premises or its content if and to the extent that Sublandlord waives such claims against the Overlandlord under the Overlease. Subtenant agrees to obtain, for the benefit of Sublandlord and the Overlandlord under the Overlease, such waivers of subrogation rights from its insurer as are required of Sublandlord under the Overlease. In addition to any requirements applicable to Subtenant under the Overlease related to the procurement and maintenance of insurance, Subtenant shall maintain comprehensive public liability insurance against claims for personal injury, bodily injury, wrongful death and property damage occurring on, in or about the Subleased Premises, affording insurance protection to limits of not less than a combined single limit of $5,000,000. Subtenant shall also maintain insurance in reasonable amounts to cover the replacement value of Subtenant’s personal property located within the Subleased Premises, including without limitation coverage for any equipment, furniture or other personal property made available for Subtenant’s use pursuant to this Sublease.

19. Broker. Each party hereto covenants, warrants and represents to the other party that it has had no dealings, conversations or negotiations with any broker other than Williams Real Estate Co. Inc. (“Broker”) concerning the execution and delivery of this Agreement. Each party hereto agrees to indemnify and hold harmless the other party against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and disbursements, arising out of its respective representations and warranties contained in this Article 19 being untrue. Sublandlord shall pay any brokerage commissions due to Broker pursuant to a separate agreement between Sublandlord and Broker. The provisions of this Article 19 shall survive the expiration or earlier termination of the Term hereof.

20. Assignment, Subletting and Mortgaging.

(a) Subtenant shall not assign, sell, transfer (whether by operation or law or otherwise), pledge, mortgage or otherwise encumber this Agreement or any portion of its interest in the Premises, nor sublet all or any portion of the Premises or permit any other person or entity to use or occupy all or any portion of the Premises, without the prior written consent of Overlandlord. Upon the request of Subtenant, Sublandlord, at Subtenant’s sole cost and expense, shall request the consent of Overlandlord and cooperate with Subtenant in obtaining any consent.

(b) If this Agreement be assigned, or if the Premises or any part thereof be sublet (whether or not Sublandlord and Overlandlord shall have consented thereto), Sublandlord, after default by Subtenant in its obligations hereunder, may collect rent from the assignee or subtenant and apply the net amount collected to the Rental herein reserved, but no such assignment or subletting shall be deemed a waiver of the covenant set forth in this Article 20, or the acceptance of the assignee or subtenant as a tenant, or a release of Subtenant from the further performance and observance by Subtenant of the covenants, obligations and agreements on the part of Subtenant to be performed or observed herein. The consent by Overlandlord to an assignment, sale, pledge, transfer, mortgage or subletting shall not in any way be construed to relieve Subtenant from obtaining the express consent in writing, to the extent required by this Agreement or the Overlease, of Overlandlord to any further assignment, sale, pledge, transfer, mortgage or subletting.

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21. Miscellaneous.

(a) This Agreement contains the entire agreement between the parties and all prior negotiations and agreements are merged in this Agreement. Any agreement hereafter made shall be ineffective to change, modify or discharge this Agreement in whole or in part unless such agreement is in writing and signed by the parties hereto. No provision of this Agreement shall be deemed to have been waived by Sublandlord or Subtenant unless such waiver be in writing and signed by Sublandlord or Subtenant, as the case may be. The covenants and agreements contained in this Agreement shall bind and inure to the benefit of Sublandlord and Subtenant and their respective permitted successors and assigns.

(b) In the event that any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions of this Agreement shall be unaffected thereby.

(c) The paragraph headings appearing herein are for purposes of convenience only and are not deemed to be a part of this Agreement.

(d) Capitalized terms used herein shall have the same meanings as are ascribed to them in the Overlease, unless otherwise expressly defined herein.

(e) Neither the partners comprising Sublandlord (if Sublandlord is a partnership), nor the shareholders, partners, directors or officers of Sublandlord or any of the foregoing (collectively, the “Sublandlord Parties”) shall be liable for the performance of Sublandlord’s obligations under this Agreement. Subtenant shall look solely to Sublandlord to enforce Sublandlord’s obligations hereunder and shall not seek damages against any of the Sublandlord Parties. Subtenant shall look only to the assets of Sublandlord for the satisfaction of Subtenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Sublandlord in the event of any default by Sublandlord hereunder, and no property or assets of the Sublandlord Parties shall be subject to levy, execution or other enforcement procedure for the satisfaction of Subtenant’s remedies under or with respect to this Agreement, the relationship of Sublandlord and Subtenant hereunder or Subtenant’s use or occupancy of the Premises.

(f) Neither the partners comprising Subtenant (if Subtenant is a partnership), nor the shareholders, partners, directors or officers of Subtenant or any of the foregoing (collectively, the “Subtenant Parties”) shall be liable for the performance of Subtenant’s obligations under this Agreement. Sublandlord shall look solely to Subtenant to enforce Subtenant’s obligations hereunder and shall not seek damages against any of the Subtenant Parties. Sublandlord shall look only to the assets of Subtenant for the satisfaction of Sublandlord’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Subtenant in the event of any default by Subtenant hereunder, and no property or assets of the Subtenant Parties shall be subject to levy, execution or other enforcement procedure for the satisfaction of Sublandlord’s remedies under or with respect to this Agreement or the relationship of Sublandlord and Subtenant hereunder.

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(g) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

22. Security.

(a) Subject to the terms of this Article 22, Subtenant, on the date that the Consent shall have been obtained, shall deposit with Sublandlord, as security for the performance of Subtenant’s obligations under this Agreement, an amount in cash equal to One Hundred Sixty Two Thousand One Hundred Seventy Five Dollars and no/100 Cents ($162,175.00) (the “Cash Security Deposit”). Sublandlord shall deposit the Cash Security Deposit in a non interest-bearing account at a bank designated from time to time by Sublandlord.

(b) If a default occurs and is continuing under this Agreement following the giving of any required notice and the expiration of any applicable grace periods, then Sublandlord may apply the whole or any part of the Cash Security Deposit (i) to the payment of any Rental that then remains unpaid, or (ii) to any damages that Sublandlord incurs by reason of such default beyond any applicable notice and cure period. If Sublandlord so applies any part of the Cash Security Deposit, then Subtenant, upon demand, shall deposit with Sublandlord the cash amount so applied so that Sublandlord has the full amount of the required security at all times during the Term. Neither Sublandlord nor Subtenant shall assign or encumber or attempt to assign or encumber the Cash Security Deposit. Nothing contained in this Article 22 limits Sublandlord’s rights or remedies in equity, at law or as otherwise set forth herein. Sublandlord shall return to Subtenant the Cash Security Deposit (or the unapplied portion thereof, as the case may be) within thirty (30) days after Subtenant performs all of the obligations of Subtenant hereunder upon the expiration or earlier termination of the Term.

23. Sale and Purchase of Equipment. The parties agree to buy and sell the assets (“Assets”) described on Schedule “A” attached hereto and made a part hereof, on the terms and conditions set forth herein

(a) Upon the Commencement Date, Subtenant shall deliver to Sublandlord:

(i) the sum of Eight Hundred Thousand Dollars and 00/100 Cents ($800,000.00) (the “Asset Price”) by wire transfer to that certain bank account whose details are set forth in Schedule II; and

(ii) the Bill of Sale, in the form attached as Exhibit C (“Bill of Sale”) signed by Subtenant.

(b) Upon the Commencement Date, Sublandlord shall deliver to Subtenant:

(i) the Bill of Sale, signed by Sublandlord; and

(ii) certificates of title (if any) to the Assets.

(c) Within a reasonable time, but no later than 10 business days, following receipt of the Asset Price, Sublandlord shall:

(i) assign to Subtenant any and all guaranties, warranties, certificates, rights and privileges relating to the Assets, if any, and to the extent in effect on the Closing Date; and

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(ii) deliver to Subtenant any documentation and manuals related to the Assets; and

(iii) pay any and all sales taxes or other transaction related taxes due in connection with the sale of the Assets to Subtenant.

(d) Sublandlord conveys the Assets to Subtenant in their “as is”, “where-is” condition, without any representation or warranty of any kind or nature whatsoever, except Sublandlord represents and warrants that it owns the Assets free and clear of all liens, charges and encumbrances and that the Bill of Sale shall transfer good and marketable title thereto, free and clear of all liens, charges and encumbrances whatsoever.

(e) This Agreement is, and the parties respective obligations hereunder are, conditional upon the satisfactory performance of the other party’s obligations as set forth in this Article 23.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement of Sublease as of the day and year first above written.

XO COMMUNICATIONS SERVICES, INC., Sublandlord
By:	/s/ Deborah Landesman
Name:	Deborah Landesman
Title:	Vice President, National Real Estate
COLO PROPERTIES, INC., Subtenant
By:	/s/ Rory J. Cutaia
Name:	Rory J. Cutaia
Title:	President & CEO

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EX-10.5

Exhibit 10.5

Confidential Treatment Requested by The Telx Group, Inc.

60 HUDSON OWNER LLC

c/o Williams Real Estate Co. Inc.

380 Madison Avenue

New York, NY 10017-2513

July 21, 2006

XO Communications Services, Inc.

11111 Sunset Hills Road

Reston, VA 20190

        and

Colo Properties, Inc.

17 State Street, 33^rd Floor

New York, NY 10004

Re: Agreement of lease, dated as of December 15, 1997, as thereafter amended (collectively, “Lease”), currently between 60 Hudson Owner LLC, as landlord (“Landlord”) and XO Communications Services, Inc., as tenant (“Tenant”), covering space in Landlord’s building known as 60 Hudson Street, New York, New York (“Building”)

Gentlemen:

Landlord has received Tenant’s request for Landlord’s consent to Tenant’s sublease to Colo Properties, Inc. (“Subtenant”) of a portion (“Initial Sublease Premises”) of the 9^th floor at the Building (“9^th Floor”), pursuant to an agreement of sublease, dated as of July 14, 2006 (“Sublease”). Subject to the terms and conditions hereinafter set forth, Landlord hereby consents to the Sublease.

This consent shall have no effect on the provisions of the Lease and shall not constitute a waiver of any breach of the performance of the tenant’s obligations thereunder.

Tenant shall remain liable, throughout the term of the Lease, for the performance of all of the obligations of the tenant under the Lease, including, without limitation, the payment of Fixed Rent (as defined in the Lease) and additional rent as and when due under the Lease.

This consent shall not, without limitation, constitute:

(A) Landlord’s consent to the performance of any work in and to the Sublease Premises or Landlord’s agreement to recognize or respond to plans and specifications submitted by or on behalf of any party other than Tenant;

(B) Landlord’s consent to the use of the Initial Sublease Premises in any manner or for any purpose other than as expressly permitted by the Lease and as hereinafter set forth, it being agreed that Landlord consents to the use of the Initial Sublease Premises and any Additional Sublease Premises, if applicable, solely for the purposes set forth in Section 5(a) of the Sublease.

(C) Landlord’s consent to any assignment of the Lease or the Sublease, any further sublease of all or any part of the Initial Sublease Premises or any sublease of any other premises demised by the Lease (collectively “Other Premises”), except that Landlord shall recognize Tenant’s subletting to Subtenant of the entire balance of the space presently leased to Tenant on the 9^th Floor pursuant to the Right of First Offer (“Offer Right”) set forth in Paragraph 7 of the Sublease (“Additional Sublease Premises”) upon and subject to the terms and conditions hereinafter set forth (the Initial Sublease Premises and the Additional Sublease Premises being sometimes hereinafter collectively called the “Sublease Premises”).

(D) Landlord’s recognition of (i) any obligations of Landlord to Subtenant or any rights of Subtenant against Landlord under the Lease or Sublease, or (ii) any privity of contract between Landlord and Subtenant, except with respect to the payments to be made directly by Subtenant to Landlord expressly provided for herein;

(E) Landlord’s agreement to accept any payment from, or performance by, Subtenant in discharge of any obligation of Tenant (except as and to the extent set forth herein and except that, to the extent Landlord, at its option, accepts any such payment or performance by Subtenant in discharge of a Tenant obligation, then Tenant shall be discharged from such obligation to the extent so paid or performed by Subtenant);

(F) Landlord’s recognition of any right of Subtenant to enforce, or participate in the enforcement of, any rights of Tenant under the Lease; or

(G) A construction or an acknowledgment of the accuracy of any provisions, statements or recitals set forth in the Sublease.

Notwithstanding the foregoing, if Subtenant effectively exercises the Offer Right and thereby subleases the Additional Sublease Premises for the remainder of the term of the Sublease (“Additional Sublease Premises Term”), Landlord shall not unreasonably withhold or delay its consent to such sublease, provided:

(H) The documentation pursuant to which the Additional Sublease Premises is subleased by Tenant to Subtenant is reasonably satisfactory to Landlord;

(I) Subtenant is not then in default, after the giving of notice and expiration of any applicable grace period in the performance of any of its obligations under any of the Direct Leases (as hereinafter defined);

(J) As consideration for Landlord waiving its rights with respect to the Additional Sublease Premises pursuant to subsections (A), (C), (D) and (E) of Section 44 of the Lease (except the last sentence of subsection (A)), Subtenant shall pay directly to Landlord, in equal monthly installments simultaneously with each installment of Fixed Rent due under the Direct Leases and as additional rent under all of the Direct Leases, from and after the effective date of such subleasing of the Additional Sublease Premises (“Effective Date”) and for the entire duration of the Additional Sublease Premises Term, the greater of (i) [***] per annum, or (ii) [***] of the amount by which (a) the fair market rental value of the Additional Sublease Premises as of the Effective Date (“FMRV”), determined as hereinafter provided, exceeds (b) the pro rata Fixed Rent payable by Tenant under the Lease as of the Effective Date for the Additional Sublease Premises (the applicable amount so payable by Subtenant being appropriately prorated for any partial month); and

(K) (1) The FMRV shall be the fair market rental value, as of the Effective Date, of space comparable to the Additional Sublease Premises in lower Manhattan, taking into account the special character of the Building as a telecommunications industry specialty

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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building, the then existing condition of the premises, the nature of the escalation and alternative escalation provisions set forth in this lease, which shall not be changed, as well as the benefit to Subtenant of being able to lease space immediately adjacent to its existing space and being spared the cost, inconvenience and interruption of business operations of relocating from the Building, and all other relevant terms and conditions of the leasing of the Additional Sublease Premises pursuant hereto, and shall be determined as hereinafter provided.

(2) Beginning on the Effective Date, Landlord and Subtenant shall negotiate in good faith to agree upon the FMRV. If Landlord and Subtenant cannot reach agreement within one (1) month after the Effective Date, Landlord and Subtenant shall each select a reputable, qualified, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings in lower Manhattan for the type of space represented by the premises (such brokers are referred to herein, respectively, as “Landlord’s Broker” and “Subtenant’s Broker”), who shall confer promptly after their selection by Landlord and Subtenant and shall negotiate in good faith to agree upon the FMRV. If Landlord’s Broker and Subtenant’s Broker cannot reach agreement by two (2) months after the Effective Date, then, they shall promptly designate a third reputable, qualified, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings in lower Manhattan for the type of space represented by the premises (the “Independent Broker”). Upon the failure of Landlord’s Broker and Subtenant’s Broker timely to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (10) days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord’s Broker and Subtenant’s Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Subtenant, setting forth such broker’s estimate of the FMRV, taking into consideration the factors referenced in subsection (3) of this Section (B) (respectively “Landlord’s Broker’s Letter” and “Subtenant’s Broker’s Letter”).

(3) If the FMRV’s set forth in Landlord’s Broker’s Letter and Subtenant’s Broker’s Letter differ by an amount equal to $50,000.00 or less for each year during the Additional Sublease Premises Term, the FMRV shall be deemed the average of the FMRV’s set forth in Landlord’s Broker’s Letter and Subtenant’s Broker’s Letter. If such differential is more than $50,000.00, the Independent Broker shall conduct such investigations and hearings as he or she may deem appropriate and shall, within twenty (20) days after the date of his or her designation, choose either the FMRV set forth in Landlord’s Broker’s Letter or that set forth in Subtenant’s Broker’s Letter to be the FMRV and such choice shall be binding upon Landlord and Subtenant. Landlord and Subtenant shall each pay the fees and expenses of its respective broker. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Subtenant.

(4) If the Fixed Rent for the Additional Sublease Premises Term has not been determined by the first day thereof, then the amount to be paid by Subtenant to Landlord until such determination has been made shall be [***] per month. After such determination has been made, any additional amount thereby payable by Subtenant shall be paid simultaneously with the next ensuing installment of Fixed Rent payable by Subtenant to Landlord under the Direct Leases. Such payment by Subtenant shall constitute additional rent

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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under all of Subtenant’s direct leases of space at the Building (“Direct Leases”). A default in the timely making of any such payment shall constitute a default by Subtenant under the Direct Leases and shall not constitute a default by Tenant under the Lease or under this consent.

(5) Promptly after the FMRV has been determined, Landlord and Subtenant shall execute, acknowledge and deliver an agreement setting forth the amount payable pursuant to subparagraph (J) hereinabove, provided that the failure of the parties to do so shall not affect their respective rights and obligations under this lease.

Notwithstanding anything to the contrary contained in the Sublease, Tenant and Subtenant agree that: (i) the Sublease is and shall remain subject and subordinate to the Lease and to all amendments to the Lease hereafter entered into, whether or not Subtenant consents thereto and regardless of the content thereof (and, promptly after Landlord’s request, Tenant and Subtenant shall execute and deliver such reasonable documentation confirming such circumstances as Landlord requests); (ii) neither the Sublease nor any memorandum thereof shall be recorded; and (iii) Subtenant shall have no right to exercise any rights of Tenant under the Lease with respect to any options to extend the term of the Lease or expand the Sublease Premises or any rights of first refusal or first offer with respect to other space in the Building.

All directory listings to be furnished to Subtenant pursuant to the Sublease shall be allocated from and among the directory listing to which Tenant is entitled pursuant to the Lease.

Upon the termination of the Lease for any reason whatsoever (including, without limitation, by reason of the default of Tenant, any rejection of the Lease by virtue of the voluntary or involuntary bankruptcy or reorganization of Tenant or any agreement between Landlord and Tenant), but expressly excluding natural expiration, Subtenant shall, promptly upon Landlord’s written request, attorn to and recognize Landlord as Subtenant’s landlord under the Sublease and execute and deliver to Landlord such documents as Landlord may reasonably require to effectuate such attornment and recognition. Upon such attornment, the Sublease shall continue in full force and effect as a direct lease between Landlord and Subtenant, except that Landlord shall not be (a) liable for (i) any act, omission, negligence, misrepresentation, breach of warranty or breach of any covenant or agreement of or by Tenant, or (ii) the failure by Tenant to comply with any of its obligations under the Sublease; (b) subject to any counterclaims, defenses or offsets which Subtenant may have against Tenant; (c) obligated to perform, pay for or undertake any portion of any work obligated to be performed by Tenant under, or recognize any rent concession provided for in, the Sublease; and/or (d) bound by any pre-payment of rent or additional rent made by Subtenant to Tenant under the Sublease. Subtenant hereby waives all rights under any present or future law to elect, by reason of such termination of the Lease, to terminate the Sublease or surrender possession of the Sublease Premises.

Supplementing the provisions of Section 44 of the Lease, to induce Landlord to waive its rights pursuant to subsections (A), (C), (D) and (E) of Section 44 (except the last sentence of subsection (A)), Subtenant shall pay directly to Landlord the annual amount of [***] (in equal monthly installments of [***], on the first day of each month during the term of the Sublease and appropriately pro rated for any partial month at the inception or end of the Sublease), which represents the amount payable to Landlord pursuant to subsection (M) of Section 44 as a result of the consummation of the Sublease. Such payment by Subtenant shall constitute additional rent under all of Subtenant’s direct leases of space at the Building (“Direct Leases”). A default in the timely making of any such payment shall constitute a default by Subtenant under the Direct Leases and shall not constitute a default by Tenant under the Lease or under this consent.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Except as hereinabove provided, the provisions of Section 44 of the Lease (including, without limitation, subsections (A), (B), (D) and (E) thereof) shall remain applicable to any proposed assignment of the Lease or other or further subletting of all or any portion of the Other Premises (whether pursuant to the First Offer or otherwise).

As a material inducement to Landlord to enter into this Agreement, Subtenant covenants, on behalf of itself and its successors and assigns, that (w) it will not hold itself out as operating a so-called Building sanctioned “meet-me room,” carrier or telecom hotel, or other similar type of interconnection facility for the telecommunications industry which utilizes the name or address of the Building or otherwise indicates that such operation is in any manner affiliated with the Building within all or any portion of the Sublease Premises or in any space covered by any of the Direct Leases (“Direct Lease Space”); (x) it will exercise its best efforts to avoid creating the impression within the marketplace that Subtenant’s business operations in the Sublease Premises and/or the Direct Lease Space have any affiliation with the Building; (y) it will cause any entity hereafter subleasing, licensing or otherwise occupying or maintaining equipment in the Sublease Premises and/or any Direct Lease Space (“User”) to agree, in writing, to comply with the covenants set forth in (w) and (x) hereinabove and use its best efforts to have existing Users act consistently with such covenants; and (z) it will recognize the validity of Landlord’s trademarks as set forth in Exhibit E hereto and will refrain from using any of such trademarks or any other term that could be readily confused with Landlord’s trademarks. Subtenant acknowledges and agrees that the covenants and restrictions set forth in this Paragraph are a material inducement for Landlord to enter into this Agreement with Subtenant and a default hereunder shall be deemed a material default under this Agreement (and also under each of the Direct Leases) for which Landlord shall have all of its rights and remedies set forth in the Direct Leases and at law. Among any other remedies for any such default permitted by law or the provisions of the Direct Leases, Landlord shall be entitled to enjoin Subtenant from any violation of such covenants and restrictions. Such covenants shall not be an obligation of Tenant under the Lease. A default by Subtenant in the performance of such obligations shall not constitute a default by Tenant under the Lease or this consent.

Tenant and Subtenant hereby certify that (a) neither is acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and (b) neither is engaged in the Sublease, directly or indirectly on behalf of, or instigating or facilitating the Sublease, directly or indirectly on behalf of, any such person, group, entity, or nation. Each of Tenant and Subtenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all loss, damage, liability, cost and expense of any nature (including reasonable attorneys’ fees and costs) arising from or related to any breach by each of the foregoing certification. Any assignment of the Sublease or sublease of all or any portion of all or any part of the Sublease Premises shall require the assignee or sublessee, as the case may be, to provide any certification reasonably required by Landlord which relates to the USA Patriot Act.

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Tenant and Subtenant hereby, jointly and severally, represent and warrant to Landlord that true and complete duplicate originals of the Sublease and all accompanying documents (other than a Joint Management Agreement, which has not yet been finalized and consummated) have been delivered to Landlord, and that there are no other agreements between Tenant and Subtenant, oral or otherwise, of any kind or nature relating to the Lease, the Sublease or the use and occupancy of the Sublease Premises. Once finalized and consummated, Tenant and Subtenant shall furnish Landlord with a duplicate original of such Joint Management Agreement for Landlord’s approval which shall not be unreasonably withheld or delayed.

Simultaneously herewith, Tenant is paying Landlord $18,500.000, in full payment of Landlord’s attorneys’ fees and disbursements pertaining to this agreement and the accompanying Subordination, Attornment and Lease Agreement for the benefit of Subtenant.

Landlord’s preparation and submission of this agreement to Tenant and Subtenant shall not constitute Landlord’s agreement to execute and exchange the same and is made subject to Landlord’s approval, execution and delivery thereof.

Please confirm Landlord’s, Tenant and Subtenant’s agreement to the foregoing by signing and returning copies hereof.

Very truly yours,
60 HUDSON OWNER LLC
By:	HUDSON TELEGRAPH ASSOCIATES, L.P., its managing member
	By:	Sixty Hudson Management LLC, general partner
		By:	/s/ Kenneth Carmel
		Name:	Kenneth Carmel
			Manager

AGREED TO:
XO COMMUNICATIONS SERVICES, INC.
By:	/s/ Deborah Landesman
	Name: Deborah Landesman
	Title: VP National Real Estate
COLO PROPERTIES, INC.
By:	/s/ Rory J. Cutaia
	Name:
	Title: COO

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EXHIBIT E

LANDLORD’S TRADEMARKS

60 Hudson Street Meet Me Room

Hudson Street Meet Me Room

Meet Me Area at 60 Hudson Street

Hudson Telegraph Meet Me Room

The Meet Me Room at 60 Hudson Street

60 Hudson Street Meet Me Area

EX-10.6

Exhibit 10.6

Confidential Treatment Requested by The Telx Group, Inc.

FIRST AMENDMENT OF SUBLEASE

THIS FIRST AMENDMENT OF SUBLEASE (this “First Amendment”), made and entered into as of the 17^th day of January, 2008, by and between XO COMMUNICATIONS SERVICES, INC., a Delaware corporation, with offices located at 13865 Sunrise Valley Drive, Suite 400, Herndon, Virginia 22071 (“Sublandlord”), and TELX - NEW YORK, LLC, a Delaware limited liability company (successor-in-interest to Colo Properties, Inc.), with offices located at 17 State Street, 33^rd Floor, New York, New York 10004 (“Subtenant”).

W I T N E S S E T H:

WHEREAS, pursuant to an Agreement of Sublease (the “Original Sublease”), dated as of July 14, 2006, Sublandlord subleased to Colo Properties, Inc. (“Colo”), and Colo hired and took from Sublandlord, that certain portion of the Ninth Floor Premises (as defined in the Original Sublease) located in the building (the “Building”) known as 60 Hudson Street, New York, New York, which Ninth Floor Premises is more particularly depicted on Exhibit “A” attached hereto and made a part hereof, consisting of approximately Thirteen Thousand (13,000) square feet of rentable area (such portion of the Ninth Floor Premises depicted on Exhibit “A” being referred to herein as the “Original Premises”; the portion of the Ninth Floor Premises totaling Seventeen Thousand (17,000) square feet of rentable area, not being subleased to Subtenant being referred to herein as the “Retained Ninth Floor Premises”; the Original Sublease, as modified by this First Amendment, being referred to herein as the “Sublease”);

WHEREAS, on September 17, 2007, Colo assigned all of its right, title and interest in and to the Original Sublease to Subtenant and Subtenant assumed all of Colo’s obligations thereunder; and

WHEREAS, Sublandlord desires to sublease to Subtenant, and Subtenant desires to hire and take from Sublandlord, the Retained Ninth Floor Premises depicted on Exhibit “A” attached hereto on the terms and conditions contained herein (the Original Premises and the Retained Ninth Floor Premises, collectively, the “Subleased Premises”).

WHEREAS Sublandlord and Subtenant wish to amend the Sublease as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and obligations herein contained, the parties hereby agree as follows:

1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in the Original Sublease.

2. Effective Date. The term (the “Term”) for the Retained Ninth Floor Premises commences on the date (the “Effective Date”) upon which the Consent (as defined in Article 16 hereof) is executed by Overlandlord, Sublandlord and Subtenant, and which Term expires on May 13, 2013, unless sooner terminated as provided in the Sublease or pursuant to applicable laws.

EXECUTION COPY 1

3. Premises. As of the Effective Date, Sublandlord hereby subleases the Retained Ninth Floor Premises to Subtenant, and Subtenant hereby hires and takes the Retained Ninth Floor Premises from Sublandlord, and for all purposes under the Sublease and for the remainder of the Term of the Sublease, the Retained Ninth Floor Premises are deemed part of the Subleased Premises, with a total of Thirty Thousand (30,000) rentable square feet.

4. Rent: Taxes, Other Charges, License Fees.

(a) Rent. For the period from the Effective Date through May 13, 2013, “Fixed Rent” means the following for those periods listed below (it being agreed that Subtenant shall pay the Fixed Rent for the Retained Ninth Floor Premises only from and after the Effective Date):

PERIOD	MONTHLY BASE RENT	ANNUAL BASE RENT
5/1/07 – 4/30/08	[***]	[***]
5/1/08 – 4/30/09	[***]	[***]
5/1/09 – 4/30/10	[***]	[***]
5/1/10 – 4/30/11	[***]	[***]
5/1/11 – 4/30/12	[***]	[***]
5/1/12 – 5/14/13	[***]	[***]

(b) Taxes. Commencing on the Effective Date and continuing throughout the remainder of the Term, Subtenant’s Proportionate Share of taxes and all other charges payable in respect of the Subleased Premises is deemed to be One Hundred Percent (100%).

(c) License Fees. For the period from the Effective Date through May 13, 2013, the License described in Article 11 below, and all rights and licenses granted thereunder, is at “no fee” to Sublandlord except to the extent otherwise expressly provided herein.

5. Use/Condition of Premises/Demising Wall/Alterations prior to the Effective Date/Cooperation/Inapplicable Provisions.

(a) Subtenant shall use and occupy the Retained Ninth Floor Premises solely for communications network colocation, operations and interconnection facility, as may be limited in the Overlease and by the Consent, and in accordance with the uses permitted under applicable zoning regulations, and shall not use the Retained Ninth Floor Premises for any other purpose. Subtenant shall not use or occupy the Retained Ninth Floor Premises for any unlawful purpose.

(b) Subtenant has examined the Retained Ninth Floor Premises, is aware of the physical condition thereof, and, Subtenant agrees to take the Retained Ninth Floor Premises in its “as is” condition on the Effective Date. Subtenant acknowledges and agrees that (i) Sublandlord has not made and does not make any representations or warranties of any kind whatsoever as to the physical condition of the Retained Ninth Floor Premises, the use to which the Premises may be put, or any other matter or thing affecting or relating to the Retained Ninth Floor Premises, except as specifically set forth in this First Amendment; (ii) Sublandlord has no obligation whatsoever to perform any work in order to prepare the Retained Ninth Floor

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EXECUTION COPY 2

Premises for Subtenant’s occupancy thereof pursuant to this First Amendment except to deliver vacant and exclusive possession of the Retained Ninth Floor Premises in broom clean condition on the Effective Date; (iii) in no event whatsoever is Sublandlord to be liable for any latent defects in the Retained Ninth Floor Premises or in any of its contents; (iv) acceptance of the Retained Ninth Floor Premises by Subtenant is to be construed as recognition that the Retained Ninth Floor Premises are in a good state of repair and in sanitary condition; and (v) except for Sublandlord’s gross negligence or willful misconduct or Sublandlord’s failure to perform its obligations under the Overlease or the Sublease, Sublandlord is not liable for any losses or damages incurred by Subtenant due to the failure by Overlandlord to provide for or the failure of operation of the heating, cooling or other utility equipment or due to the necessity of repair of same.

(c) Subtenant acknowledges and agrees that the removal of the demising wall is an alteration to which the provisions of the Sublease and Overlease apply, and that Subtenant is responsible to remove the demising wall, at its sole cost and expense, it being agreed that Sublandlord gives its consent to the removal of such wall subject to Overlandlord’s consent rights, if any, under the Overlease. Subtenant shall have the right to perform alterations in the Subleased Premises prior to the Effective Date on the terms and conditions with respect to alterations contained in Article 6 hereof, it being agreed that if Overlandlord does not grant the Consent, then Subtenant, at its cost and expense, shall promptly remove any such alterations and restore the applicable portion of the Subleased Premises to its condition immediately prior to the performance of such alterations, including but not limited to the replacement of the demising wall. In connection with the performance of any such alterations: (i) Subtenant shall indemnify and hold harmless Sublandlord from and against all costs, liabilities, losses and damages in connection with such alterations, including, without limitation, reasonable attorneys’ fees and disbursements, and (ii) Subtenant shall not adversely affect any Sublandlord equipment or property contained in the Subleased Premises in connection with the performance of any such alterations.

(d) Sublandlord, at Subtenant’s cost and expense, shall cooperate with Subtenant in connection with obtaining the Landmark Preservation Commission approval of the location of additional air-cooled HVAC units and any other third-party approvals required in connection with such units.

(e) As of the Effective Date, the following provisions in the Original Sublease are hereby deemed inapplicable to the Subleased Premises: Article 5, clauses (c), (d), (e), (f), (g), (h), (j), (k), (1), (m), and (n) and the reference to the Joint Management Agreement in clause (e).

6. Subtenant Alterations. Subtenant shall not make any alterations, installations, improvements, additions or other physical changes in or about the Subleased Premises, including but not limited to the Retained Ninth Floor Premises (“Subtenant Alterations”) without first obtaining the written consent of Sublandlord and, to the extent required by the Overlease, of Overlandlord, with respect thereto. Sublandlord agrees to cooperate with Subtenant, at no cost to Sublandlord, in order to obtain such consent, including, without limitation, submitting plans and specifications on behalf of Subtenant. Subtenant shall perform all Subtenant Alterations, at Subtenant’s sole cost and expense, and in accordance with the applicable provisions of the

EXECUTION COPY 3

Overlease and the written consent of Sublandlord, and if applicable, Overlandlord. In the event that Subtenant elects to move Sublandlord’s equipment from its present location to another location in the Premises, Subtenant shall perform the relocation at its sole cost and expense and under Sublandlord’s supervision, or Sublandlord can elect to perform the move at Subtenant’s cost and expense.

7. Fiber Distribution Bays. Sublandlord retains the right to use the fiber distribution bays (ditel boxes/fiber boxes/fiber troughs) (the “Fiber Distribution Bays”) that are presently located in the area outside of that area that is intended to be the caged area as more particularly described on Exhibit “B” attached hereto and made a part hereof and the right to continue to pull Sublandlord’s own fiber through and directly into the Sublandlord’s cage at no additional fee or charge, but pursuant to Subtenant’s standard, reasonable and non-discriminatory rules and regulations. In addition, Sublandlord has the right to install an additional four (4) four inch (4”) conduits running from the Fiber Distribution Bays to the Building risers.

8. Maintenance and Repairs.

(a) Subtenant assumes responsibility for:

(i) all maintenance obligations and operations for those generators directly supporting Subtenant’s operations;

(ii) all repairs and maintenance of the improvements and equipment, including but not limited to, generators, power supply, fire suppression system, HVAC and common areas;

(iii) providing Sublandlord with all necessary support and services to ensure that Sublandlord can properly and safely operate the Node, such support and services to be at Subtenant’s standard rates;

(iv) maintaining the ambient temperature of the Premises at 72-78 degrees; and

(v) providing Sublandlord with 24/7/365 access to any and all of Sublandlord’s property located within the Subleased Premises.

(b) Sublandlord, at its cost and expense, shall maintain and operate the Node and any DC power plant installed by Sublandlord and the Fiber Distribution Bays described in Article 7 above, provided that Subtenant shall provide electrical service and power to the Node and any such DC power plant on the terms and conditions set forth in Article 9 below.

9. Electricity. As of the Effective Date, Subtenant assumes all obligations for the provision of electrical power to the Subleased Premises, including but not limited to the provision of electrical power to the Node, and in furtherance of that assumption, Subtenant shall (a) accept, as of the Effective Date, transfer of the account and the submeter in respect of the Premises, and (b) make available to Sublandlord in the Node, electrical power as follows: AC amps @ $30 per Amp and DC amps @ $25 per Amp. Sublandlord agrees that Subtenant shall be entitled to the entire electrical capacity afforded Sublandlord under the Overlease with respect to

EXECUTION COPY 4

the Subleased Premises. If Subtenant requires additional electrical service, then Sublandlord, at Subtenant’s cost and expense, shall cooperate with Subtenant in working to obtain from or through Overlandlord any additional electrical capacity needed by Subtenant in the Subleased Premises. Notwithstanding any other provision of this Original Sublease to the contrary, Subtenant shall indemnify and hold harmless Sublandlord from and against all costs, liabilities, losses and damages incurred or suffered by Sublandlord in connection with any monetary or other obligations to Overlandlord or the electrical utility in respect of the electrical capacity afforded to the Subleased Premises.

10. Fuel Tanks. Sublandlord retains the ownership of the fuel tank(s). No later than December 31, 2008, Sublandlord and Subtenant shall enter into an agreement regarding the fuel tank and fuel system, to include all necessary rights and obligations in respect of the maintenance and repair the fuel tank, fuel pump, fuel risers and related risers and certain electrical boxes licenses, and on such terms and conditions and at such a fee rate, as the parties shall mutually agree, acting reasonably. Such agreement, upon its completion and execution by each of Sublandlord and Subtenant, shall be deemed annexed to this First Amendment as Exhibit “C” attached hereto and made a part hereof.

11. License.

(a) Subtenant hereby licenses to Sublandlord the following licenses and rights for the remainder of the Term of the Sublease (such licenses and rights, individually and collectively, “License”):

(i) The right of access to, and to occupy, on an exclusive basis, approximately five hundred (500) square feet of space in the Subleased Premises as depicted on Exhibit “B” attached hereto (“Node Space”);

(ii) The non-exclusive license and right including but not limited to the right of access, and to install (including caging), operate, maintain, repair, replace and upgrade (collectively “Work”) fiber optic cable, co-axial cable, copper wiring and any and all other transmission medium and associated equipment, including dual redundant connections (the “XO Facilities”) so as to connect to Sublandlord’s infrastructure located in and on the Building; and

(iii) Such other rights as the parties agree, acting reasonably, are necessary to ensure that Sublandlord is able to continue its business operations in the Building, notwithstanding that Sublandlord no longer occupies any portion of the Premises on the Ninth Floor of the Building.

(iv) The right to the amount of electrical power specified in Article 9 hereof.

(b) Sublandlord is solely responsible for all costs or expense associated with the operation of the Node in its present location, including but not limited to, caging and the securing of the Node. Subtenant is solely responsible for all costs or expense associated with the relocation, placement and establishment of the Node in any other location than that which the Node presently occupies, including but not limited to, relocating, caging and the securing of the Node.

EXECUTION COPY 5

(c) In the event that Sublandlord elects to place a DC power plant for Sublandlord’s own use in the Subtenant’s mechanical area, then Subtenant shall, upon request from Sublandlord, provide Sublandlord with not less than one hundred (100) square feet in, or adjacent to, Subtenant’s DC Plant & Battery Room, as depicted on Exhibit “A”. Sublandlord is solely responsible for all costs or expense associated with the placement of the DC power plant, including but not limited to, relocating, caging and the securing of the DC Power Plant.

(d) No later than twelve (12) months prior to the date of expiration of the Sublease, Sublandlord and Subtenant shall enter into a new license agreement, to include all of the rights and licenses set forth in clauses (a), (b) and (c) above, to be effective from the date of expiration of the Sublease, with such duration and renewal options, and on such other terms and conditions and at such a fee rate, as the parties shall mutually agree, acting reasonably.

12. Sublease. Not Assignment. Notwithstanding anything contained herein, this First Amendment shall be deemed to be a modification of a sublease for and of the Premises and not an assignment, in whole or in part, of Sublandlord’s interest in the Overlease.

13. Expenses; Broker; Attorney Fees. Each party will be responsible for its own expenses in connection with all matters relating to the transactions proposed herein and if for any reason the proposed transactions are not consummated, neither party is responsible for any of the other parties’ costs or expenses. However, Sublandlord is not responsible for any brokers’ commissions or fees nor any attorneys fees incurred by or payable to Landlord in respect of the transactions proposed herein.

14. Sale and Purchase of Equipment. The parties agree to buy and sell the assets (“Assets”) described on Schedule “I” attached hereto and made a part hereof, on the terms and conditions set forth herein.

(a) The purchase price of the Assets is One Million Eight Hundred Thousand Dollars ($1,800,000) (the “Purchase Price”) payable as follows:

(i) $200,000 on the Effective Date,

(ii) $400,000 thirty (30) days after the Effective Date

(iii) The balance paid in three equal payments of $400,000 each, on April 1, 2008, August 1, 2008 and November 1, 2008.

(iv) All payments to be made by wire transfer starting on the Effective Date, pursuant to the wiring instructions set forth herein as Schedule II attached hereto and made a part hereof.

(b) Upon the Effective Date, Subtenant shall deliver to Sublandlord:

EXECUTION COPY 6

(i) the sum of Two Hundred Thousand Dollars and 00/100 Cents ($200,000.00) (the “Asset Price”); and

(ii) the Bill of Sale, in the form annexed as Exhibit “D” attached hereto and made a part hereof (the “Bill of Sale”) signed by Subtenant.

(c) Upon the Commencement Date, Sublandlord shall deliver to Subtenant:

(i) the Bill of Sale, signed by Sublandlord; and

(ii) certificates of title (if any) to the Assets.

(d) Within a reasonable time, but no later than forty-five (45) days, following receipt of the Asset Price, Sublandlord shall:

(i) assign to Subtenant any and all guaranties, warranties, certificates, rights and privileges relating to the Assets, if any, and to the extent in effect on the Closing Date; and

(ii) deliver to Subtenant any documentation and manuals related to the Assets; and

(iii) pay any and all sales taxes or other transaction related taxes due in connection with the sale of the Assets to Subtenant.

(e) Sublandlord conveys the Assets to Subtenant in their “as is”, “where-is” condition, without any representation or warranty of any kind or nature whatsoever, except Sublandlord represents and warrants that it owns the Assets free and clear of all liens, charges and encumbrances and that the Bill of Sale shall transfer good and marketable title thereto, free and clear of all liens, charges and encumbrances whatsoever.

(f) The parties acknowledge and agree that the obligations set forth under Article 23 of the Sublease are deemed to have been performed, and no further actions are required by either party in respect of those provisions.

(g) If Subtenant fails to pay any amount as set forth in Section 14(a) (ii) above within five (5) days after any such amount becomes due and payable, Subtenant shall pay to Sublandlord a late charge of five percent (5%) of the amount then due and unpaid. In addition, any such late payment shall bear interest from the date such amount became due and payable to the date of payment thereof by Subtenant at the per annum interest rate listed as the base rate on corporate loans at large U.S. money center commercial banks as published from time to time under “Money Rates” in the Wall Street Journal plus three percent (3%) but in no event greater than the maximum rate permitted by law. In the event the Wall Street Journal ceases to publish such rates, Sublandlord shall choose at Sublandlord’s sole discretion a similar nationally known and recognized publication that publishes such rates. Such late charge and interest shall be due and payable within two (2) days after written demand from Sublandlord. Notwithstanding any other provision of the Sublease to the contrary, in the event that Sublandlord uses the services of an attorney in order to enforce the provisions of this Section 14(g), Subtenant shall reimburse Sublandlord upon demand for any and all attorneys’ fees and expenses so incurred by Sublandlord.

EXECUTION COPY 7

15. Extinguishment of Right of First Offer. Article 7 of the Sublease is hereby deleted in its entirety.

16. Conditions Precedent. Subtenant hereby acknowledges and agrees that this First Amendment is subject to and conditioned upon obtaining the written consent of Overlandlord as provided in the Overlease, which consent shall be in the standard form that Overlandlord customarily delivers for its consent to a subletting in the Building (the “Consent”), and which Consent shall otherwise be reasonably acceptable to Sublandlord and Subtenant, and Sublandlord shall reasonably cooperate with Subtenant, at Subtenant’s sole cost and expense, in the procurement of the Consent.

17. Various Operating Provisions.

(a) Subtenant shall have the right, without obtaining Sublandlord’s consent, to place signage in the Subleased Premises identifying Subtenant (or any of its approved subtenants, assignees or licensees) upon obtaining Overlandlord’s consent therefor to the extent required (it being agreed that if Overlandlord consents to any such signage, then Sublandlord shall be deemed to have consented to such signage).

(b) Sublandlord, at Subtenant’s cost and expense, shall provide reasonable assistance to Subtenant in connection with Subtenant’s obtaining any necessary permits and approvals in connection with Subtenant’s use of, and operation in, the Subleased Premises, including, without limitation, assistance in obtaining any approvals required for the installation of additional air-cooled air conditioning units to be installed in the Subleased Premises.

18. Broker. Each party covenants, warrants and represents to the other party that it has had no dealings, conversation or negotiation with any broker other than Williams Real Estate Co., Inc. (“Broker”) concerning the execution and delivery of this First Amendment. Each party hereto agrees to indemnify and hold harmless the other party against and from any claims for any brokerage commissions and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys’ fees and disbursements, arising out of its respective representations and warranties contained in this Article 18 being untrue. Subtenant shall pay any brokerage commissions due to Broker pursuant to a separate agreement between Subtenant and Broker, and shall pay any other amounts payable under any other arrangements it has with any other parties in respect of this First Amendment and the Original Sublease. The provisions of this Article 18 shall survive the expiration or earlier termination of the Term.

19. Miscellaneous.

(a) The address for all notices to Sublandlord is as follows:

(i) XO Communications, 14811 N. Kierland, Blvd, Suite 300, Scottsdale, AZ 85254 Attn: License and Access Contract Administrator; and

EXECUTION COPY 8

(ii) XO Communications, 13865 Sunrise Valley Drive, Suite 400, Herndon, Virginia 22071, Attention: General Counsel.

(b) This First Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

(c) Subtenant hereby ratifies and confirms its obligations under the Sublease and represents and warrants to Sublandlord that it has no defenses thereto. Additionally, Subtenant further confirms and ratifies that, as of the date hereof, (i) the Sublease is and remains in good standing and full force and effect, and (ii) Subtenant has no claims, counterclaims, set-offs or defenses against Sublandlord arising out of the Sublease or in any way relating thereto or arising out of any other transaction between Sublandlord and Subtenant. Sublandlord hereby ratifies and confirms its obligations under the Sublease and represents and warrants to Subtenant that it has no defenses thereto. Additionally, Sublandlord further confirms and ratifies that, as of the date hereof, (i) the Sublease is and remains in good standing and full force and effect, (ii) Sublandlord has no claims, counterclaims, set-offs or defenses against Subtenant arising out of the Original Sublease in any way relating thereto or arising out of any other transaction between Sublandlord and Subtenant, (iii) Sublandlord has not sent notice of any claims, offsets or defenses against Overlandlord under the Overlease.

(d) Except as expressly amended by this First Amendment, all the terms, covenants, and conditions of the Sublease remain in full force and effect. In the event of any conflict between the provisions of this First Amendment and the Sublease, the provisions of this First Amendment shall control.

IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment of Sublease as of the day and year first above written.

XO COMMUNICATIONS SERVICES, INC., Sublandlord
By:	/s/ Deborah Landesman
Name:	Deborah Landesman
Title:	Vice President, National Real Estate
TELX - NEW YORK, LLC, Subtenant
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

EXECUTION COPY 9

EX-10.7

Exhibit 10.7

Confidential Treatment Requested by The Telx Group, Inc.

AMENDED AND RESTATED SUBORDINATION,

ATTORNMENT AND LEASE AGREEMENT

THIS AMENDED AND RESTATED SUBORDINATION, ATTORNMENT AND LEASE AGREEMENT (“Agreement”) is made as of April 16, 2008, by and among 60 HUDSON OWNER LLC, a Delaware limited liability company, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017 (“Landlord”), and TELX-NEW YORK, LLC (successor to Colo Properties, Inc.), a Delaware limited liability company, having an address at 1 State Street, 21^st Floor, New York, NY 10004 (“Subtenant”).

RECITALS

(A) Landlord and XO Communications Services, Inc. (“Sublandlord”) are the present parties to that certain lease dated as of December 15, 1997, as thereafter amended (collectively, the “Overlease”), whereby Landlord leases to Sublandlord portions of Landlord’s building at 60 Hudson Street, New York, New York (the “Building”);

(B) Sublandlord and Subtenant heretofore entered into that certain sublease dated as of July 14, 2006 (the “Initial Sublease”), whereby Sublandlord subleases to Subtenant a portion of the ninth (9^th) floor (“9^th Floor”) of the Building (the “Initial Sublease Premises”);

(C) In connection with the Initial Sublease, Landlord and Subtenant executed and exchanged a Subordination, Attornment and Lease Agreement, dated July 21, 2006 (“SALA”), covering the Initial Sublease Premises and the remainder of the 9^th Floor heretofore leased by Landlord to Sublandlord (“Additional Sublease Premises”);

(D) Sublandlord now proposes to sublease the Additional Sublease Premises to Subtenant, pursuant to an instrument of Sublease, dated January 17, 2008 (“Additional Sublease”), the Initial Sublease and the Additional Sublease being sometimes hereinafter collectively called the “Sublease;” and

(E) Landlord and Subtenant wish to amend and restate the SALA (and, therefore, supersede and replace the SALA with this Agreement) to cover certain matters pertaining to the subleasing of the Initial Sublease Premises and Additional Sublease Premises (collectively, the “Total Premises”) and the ultimate direct leasing of the Total Premises by Landlord to Subtenant, all upon and subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by this reference, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby covenant and agree as follows:

1. For the period from the date hereof through the earlier of May 15, 2014 or the effective date of the expiration or termination of the Overlease, the Sublease and the leasehold estate created thereby are hereby unconditionally subordinated, and made subordinate to, the Overlease and the leasehold estate created thereby; and the Overlease and the leasehold estate created thereby shall unconditionally be and remain at all times prior and superior to the Sublease and to the leasehold estate created thereby. This provision shall be self-operative and no further instrument shall be required to confirm or perfect such subordination. However, at the request of Landlord, Subtenant shall execute and deliver such other documents as Landlord reasonably requests and take such other actions as Landlord reasonably requests in order to

perfect, confirm or effectuate such subordination. Subtenant acknowledges that the Sublease does not, and is not intended to, grant Subtenant any greater rights in, to or with respect to the Total Premises than are granted to Sublandlord by the Overlease.

2. Subject to the terms of this Paragraph 2, if the Overlease terminates by reason of bankruptcy, re-entry, notice, conditional limitation, summary proceeding or other action or proceeding or for any reason other than by virtue of the default of Subtenant under the Sublease before the expiration of the term of the Sublease (“Sublease Term”, all of such circumstances of termination of the Overlease being sometimes hereinafter collectively called the “Overlease Termination”, and the effective date of any Overlease Termination being herein called the “Succession Date”), the Total Premises shall be directly leased by Landlord to Subtenant upon and subject to the terms and conditions set forth below. It is expressly agreed that if the Overlease terminates by virtue of the default of Subtenant under the Sublease or, on the Succession Date, Subtenant is in default under this Agreement or any of its other leases of space in the Building (“Direct Leases”), then this Agreement shall be null and void and of no force or effect unless Landlord, at Landlord’s option and in Landlord’s sole discretion (“Implementation Option”), notifies Subtenant that, despite such Subtenant default(s), Landlord elects to have this Agreement remain in full force and effect and require Subtenant to lease the Total Premises from Landlord on the terms and conditions contained herein, in which event this Agreement shall be of full force and effect. Landlord shall give Subtenant a written notice setting forth the Succession Date (the “Succession Date Notice”) so that Subtenant may comply with its obligations contained in this Agreement.

If, either by reason of Subtenant’s compliance with the provisions hereof or Landlord’s exercise of the Implementation Option, the Total Premises become leased by Landlord to Subtenant, such leasing, from and after the Succession Date, shall be upon and subject to the terms and conditions hereinafter set forth:

(a) Landlord and Subtenant, having made due investigation to and mutual satisfaction, hereby agree that the Total Premises constitutes 30,000 rentable square feet.

(b) From and after the Succession Date and through and including October 31, 2017 (the duration of such leasing of the Total Premises to Tenant), the Total Premises shall be leased to Subtenant upon and subject to all then applicable terms and conditions of the Amended 9^th Floor Lease, as such term is defined in the Amendment of Lease, dated as of May 15, 2006 between Landlord and Tenant (“Lease Amendment”), with the following modifications:

(i) The Total Premises may be used solely for the purposes permitted by Article 2 and any other applicable provisions (and not prohibited by Article 43 and any other applicable provision) of the Amended 9 ^th Floor Lease;

(ii) The Total Premises shall be leased to Subtenant in its “as is” condition on the Succession Date and Landlord shall not be required to perform any work (or furnish an ACP-5) to prepare the Total Premises for Subtenant’s occupancy. The occupancy of the Total Premises by Subtenant on the Succession Date shall constitute conclusive evidence as against Subtenant that, at the time such possession was taken, the Total Premises were in good and satisfactory condition. Subtenant agrees that Landlord shall have no obligation to deliver vacant possession of any portion of the Total Premises to Subtenant on the Succession Date in

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the event Sublandlord (or any other party) holds over in any portion thereof, it being agreed that Subtenant shall have the full responsibility therefor. Notwithstanding its inability to obtain vacant possession of all or any portion of the Total Premises, Subtenant’s obligation to pay Fixed Rent and other amounts pertaining to the Total Premises, and to perform all other obligations pertaining to the Total Premises, shall commence on the Succession Date. The provisions of this subparagraph shall constitute an “express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law. If and when Landlord receives from Sublandlord (other than pursuant to a claim in a bankruptcy proceeding) monies allocable to any period of time from and after the Succession Date for which Subtenant has theretofore paid Landlord in full, Landlord shall, after first reimbursing itself for all reasonable expenses incurred in recovering such monies from Sublandlord, pay to Subtenant, from and limited by the amount of the remaining monies, the amount so paid by Subtenant for any portion of the Total Premises for any period following the Succession Date for which Subtenant did not have possession thereof (exclusive of such amounts paid for any portion of the Total Premises for which Subtenant has been entitled to possession). No provision hereof shall obligate Landlord to attempt to recover any such monies from Sublandlord if, in Landlord’s reasonable judgment, the likelihood of recovery does not warrant the expenditure of the estimated expenses. However, in such event, Landlord shall assign to Subtenant, without recourse, its right to recover such monies from Sublandlord by a document reasonably satisfactory to Landlord and Subtenant;

(iii) The Fixed Rent for the Total Premises (which includes an annual 2-1/2% increase intended to reimburse Landlord for anticipated increases in Building operating expenses in lieu of operating expense escalation or so called porter’s wage escalation) shall be as set forth in the following table:

Period	Fixed Rent Per Annum
Annual period commencing on the Succession Date (“Year 1”)	[***]
Annual period following Year 1 (“Year 2”)	[***]
Annual period following Year 2 (“Year 3”)	[***]
Annual period following Year 3 (“Year 4”)	[***]
Annual period following Year 4 (“Year 5”)	[***]
Annual period following Year 5 (“Year 6”)	[***]
Annual period following Year 6 (“Year 7”)	[***]
Annual period following Year 7 (“Year 8”)	[***]
Period following the end of Year 8 and ending on October 31, 2017	[***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(iv) The foregoing Fixed Rent payable for the Total Premises shall be in addition to all Fixed Rent otherwise payable under the Amended 9^th Floor Lease. Subtenant shall pay Landlord the installment of Fixed Rent for the month in which the Succession Date occurs (appropriately prorated based on the number of days occurring in such month from and after the Succession Date) on or prior to three (3) business days after Subtenant’s receipt of the Succession Date Notice, it being agreed that Landlord shall credit against such installment any rental amounts paid by Subtenant to Sublandlord in respect of such month that Sublandlord pays to Landlord and Landlord elects to retain. If Subtenant has paid to Landlord the prorated installment of Fixed Rent for the month in which the Succession Date occurs prior to the date Sublandlord pays any such rental amount to Landlord which Landlord elects to retain, then Landlord shall promptly pay Subtenant such amount or otherwise credit such amount against Subtenant’s next then installments of Fixed Rent or other rental due under the Amended 9^th Floor Lease. Subtenant acknowledges and agrees that Landlord shall have no liability whatsoever to Subtenant if Sublandlord does not so pay such rental amount to Landlord and Subtenant shall look solely to Sublandlord for the return of such rental amount. Subtenant shall thereafter pay the Fixed Rent to Landlord on the terms and conditions contained in the Amended 9^th Floor Lease. If October 31, 2017 occurs during any Year set forth in the table above, then the Fixed Rent for such Year shall be appropriately prorated and the remaining Years during such table shall be inapplicable; and

(v) It is the intention of the parties that additional rent payable by Subtenant for the Total Premises shall be calculated in the same manner as the additional rent payable for the Additional Premises (as defined in the Lease Amendment) except that the applicable Tenant’s Proportionate Share for the Total Premises shall be 3.57%.

(c) If and when the Total Premises becomes leased to Subtenant pursuant to any provision of this Paragraph 2, the security deposit under the Amended 9^th Floor Lease shall be further increased by $900,000.00 (the “Additional Security Deposit”), which increase shall constitute additional rent under the Amended 9^th Floor Lease and be accomplished by the procedure, and be governed by the provisions, set forth in Paragraph 7 of the Lease Amendment. Subtenant shall pay the Additional Security Deposit to Landlord on or prior to three (3) business days after Subtenant’s receipt of the Succession Date Notice, it being agreed that if Subtenant fails to pay such Additional Security Deposit on or prior to such third (3^rd) day after the Succession Date and Landlord notifies Subtenant thereof (which notice may be oral), then Subtenant shall pay the Additional Security Deposit to Landlord on the next succeeding business day following such notice, failing which this Agreement shall be null and void and of no force or effect. Landlord, however, at Landlord’s option and in Landlord’s sole discretion, shall have the right to instead elect that this Agreement remain in full force and effect despite Subtenant’s failure to so pay the Additional Security Deposit to Landlord, in which event Landlord shall have all of the rights and remedies contained in the Amended 9^th Floor Lease for such failure. Any security deposit held by Sublandlord under the Sublease and delivered by Sublandlord to Landlord and retained by Landlord at Landlord’s election shall be credited

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against the Additional Security Deposit, it being agreed that if Subtenant has paid to Landlord the Additional Security Deposit prior to the date Sublandlord pays or otherwise delivers the security deposit held by Sublandlord to Landlord, then Landlord shall promptly pay to Subtenant such security deposit amount so paid or delivered by Sublandlord and retained by Landlord at Landlord’s election. Subtenant acknowledges and agrees that Landlord shall have no liability whatsoever to Subtenant if Sublandlord does not so pay or delivery such security deposit to Landlord and Subtenant shall look solely to Sublandlord for the return of such security deposit.

(d) At Landlord’s option, Subtenant shall deliver to Landlord promptly after Landlord’s request therefor, such reasonable confirmatory documentation as Landlord requests with respect to such direct leasing (although the failure of Landlord and Subtenant, for any reason, to fail to execute and deliver such documentation shall not affect the direct leasing of the Total Premises provided for herein).

(e) Nothing in this Agreement shall be deemed to be or construed to be an agreement by Landlord to perform any covenant of Sublandlord as the landlord under the Sublease at any time prior to the Succession Date.

(f) From and after the Succession Date, Landlord shall not be: (i) bound by any rent or additional rent which Subtenant might have paid for more than the current month or billing period to any prior landlord (including Sublandlord) under the Sublease, unless Landlord shall have first consented thereto in writing; (ii) liable for any previous act or omission of any prior landlord under the Sublease; (iii) liable for any rent concession, work obligation, work allowance, brokerage commission or other cost of any nature provided for in, or relating in any way to, the Sublease; (iv) subject to any defense, offset or counterclaim accrued in favor of Subtenant; or (v) liable for any security deposit or other monies deposited with Sublandlord, except to the extent actually turned over to Landlord.

(g) In addition, if the Overlease expires on its natural expiration date of May 14, 2014 (without prior termination for any reason), then, upon and subject to the applicable provisions set forth in this Paragraph 2, the Total Premises shall be directly leased by Landlord to Tenant from May 15, 2014 through October 31, 2017, except that the initial Fixed Rent for the Total Premises shall be the Fixed Rent hereinabove set forth for Year 6 (as if Year 6 had commenced on May 14, 2014).

3. Prior to the Succession Date, Subtenant shall not (without the prior written consent of Landlord in each instance):

(a) amend the Sublease; or

(b) pay any rent or additional rent for more than the current month or billing period; or

(c) sub-sublease all or any portion of the Total Premises or assign the Sublease.

4. Whenever Subtenant receives from Sublandlord a notice the effect of which is to commence the running of any notice, grace or cure period with respect to any default by Subtenant under the Sublease, Subtenant shall promptly give a copy of such notice to Landlord. Thereafter Subtenant shall furnish Landlord with such information known to Subtenant as Landlord shall reasonably request with respect to the status of the default referred to therein or Sublandlord’s exercise of its remedies on account thereof.

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5. This Agreement shall be the whole and only agreement with regard to the subordination of the Sublease and the leasehold estate created thereby to the Overlease, and shall supersede and cancel, but only insofar as would affect the priority between the Sublease and the Overlease, any prior agreements as to such subordination.

6. This Agreement may, be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute but one and the same instrument. Signature and acknowledgement pages may be detached from the counterparts and attached to a single copy of this Agreement to physically form one document.

7. Except as hereinafter provided, this Agreement may not be modified or terminated orally or in any manner other than by an agreement in writing signed by the parties hereto or their respective successors-in-interest. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors-in-interests. The terms “Landlord,” “Sublandlord” and “Subtenant” shall include such successors-in-interest. Notwithstanding the foregoing however, if (a) the holder of any mortgage on the Building or the land on which it stands (“Land”), or (b) the lessor under any ground or underlying lease of the Land and/or Building, succeeds to the interest of Landlord under the Overlease by reason of foreclosure, deed in lieu of foreclosure, lease termination or other like remedy upon the default of Landlord, then this Agreement shall not be binding on such mortgagee or lessor.

8. The interpretation, validity and enforcement of this Agreement shall be governed by and construed under the laws of the State of New York.

9. All notices and other communications to be made hereunder to the parties hereto shall be in writing and shall be deemed duly given if personally delivered, sent by a nationally recognized courier service, or mailed by registered or certified mail, return receipt requested, addressed to such party at the address set forth below for such party or as such party shall have last designated by notice in writing to the other parties hereto. Notices shall be deemed received when personally delivered or upon receipt if mailed or sent by a courier service.

To Landlord:	60 Hudson Owner LLC
	c/o Williams Real Estate Co. Inc.
	380 Madison Avenue
	New York, NY 10017
	Attention: Robert Getreu
With a copy simultaneously sent to:
	Lloyd Shor, Esq.
	Blank Rome LLP
	405 Lexington Avenue
	New York, NY 10174
To Subtenant:	Telx-New York, LLC
	1 State Street, 21st Floor
	New York, NY 10004
	Attention: Todd Raymond, Esq.

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All notices shall be deemed received two (2) business days after the date sent as above set forth. Any party may, by notice sent to the other parties as hereinabove set forth, designate a different address to which notices hereunder shall be sent.

10. This Agreement shall amend and restate the SALA and, from and after the date hereof, the SALA shall be of no further force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

LANDLORD:	60 HUDSON OWNER LLC
	By:	Hudson Telegraph Associates, L.P.,
		its managing member
		By:	Sixty Hudson Management LLC,
			general partner
			By:	/s/ Kenneth Carmel
			Name:	Kenneth Carmel
				Manager
SUBTENANT:	TELX-NEW YORK, LLC
	By:	/s/ J. Todd Raymond
	Name:	J. Todd Raymond
	Title:	President

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EX-10.8

Exhibit 10.8

Confidential Treatment Requested by The Telx Group, Inc.

STANDARD FORM OF OFFICE LEASE

The Real Estate Board of New York, Inc.

Agreement of Lease, made as of this 6th day of July 1999, between

HUDSON TELEGRAPH ASSOCIATES, L.P., a New York limited partnership, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and tel^xCOMMUNICATIONS CORPORATION, a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”)

WITNESSETH: Owner hereby leases to Tenant and Tenant hereby hires from Owner a portion of the ninth (9th) floor as shown hatched on Exhibit A annexed hereto (the “premises” or “demised premises”) in the building known as 60 Hudson Street (the “Building”), in the Borough of Manhattan, City of New York, for the term (the “Term”) of fifteen (15) years, more or less, to commence on the Commencement Date (as defined in Article 51) and to expire on the last day of the month in which occurs the fifteenth (15th) anniversary of the Commencement Date (or, if the Commencement Date is the first day of a month, on the day preceding the fifteenth (15th) anniversary of the Commencement Date)(the “Expiration Date”) (or until such Term shall cease and expire as hereinafter provided), at the fixed annual rental rate (the “Fixed Rent”) set forth in Article 41 hereof,

which Tenant agrees to pay in lawful money of the United States which shall be legal tender in payment of all debts and dues, public and private, at the time of payment, in equal monthly installment in advance on the first day of each month during said term, at the office of Owner or such other place as Owner may designate, without any set off or deduction whatsoever, except that Tenant shall pay the first monthly installment on the execution hereof (unless this lease be a renewal).

In the event that, at the commencement of the term of this lease, or thereafter, Tenant shall be in default in the payment of rent to Owner pursuant to the terms of another lease with Owner or with Owner’s predecessor in interest, Owner may at Owner’s option and without notice to Tenant add the amount of such arrears to any monthly installment of rent payable hereunder and the same shall be payable to Owner as additional rent.

The parties hereto, for themselves, their heirs, distributees, executors, administrators, legal representatives, successors and assigns, hereby covenant as follows:

Rent:

1. Tenant shall pay the rent as above and as hereinafter provided.

Occupancy:

2. Tenant shall use and occupy the demised premises for general office purposes, and, to the extent permitted by the certificate of occupancy for the Building, for telecommunications facilities and ancillary uses, and for no other purpose.

Tenant Alterations:

3. See Article 54. If any mechanic’s lien is filed against the demised premises, or the building of which the same forms a part, for work claimed to have been done for, or materials furnished to, Tenant, whether or not done pursuant to this article, the same shall be discharged by Tenant within thirty days thereafter, at Tenant’s expense, by payment or filing the bond required by law. All fixtures and all paneling, partitions, railings and like installations, installed in the premises at any time, either by Tenant or by Owner on Tenant’s behalf, shall, upon installation, become the property of Owner and shall remain upon and be surrendered with the demised premises unless Owner, by notice to Tenant no later than twenty days prior to the date fixed as the termination of this lease, elects to relinquish Owner’s right thereto and to have them removed by Tenant, in which event the same shall be removed from the premises by Tenant prior to the expiration of the lease, at Tenant’s expense. Nothing in this Article shall be construed to give Owner title to or to prevent Tenant’s removal of trade fixtures, moveable office furniture and equipment, but upon removal of any such from the premises or upon removal of other installations as may be required by Owner, Tenant shall immediately and at its expense, repair and restore the premises to the condition existing prior to installation and repair any damage to the demised premises or the building due to such removal. All property permitted or required to be removed, by Tenant at the end of the term remaining in the premises after Tenant’s removal shall be deemed abandoned and may, at the election of Owner, either be retained as Owner’s property or may be removed from the premises by Owner, at Tenant’s expense.

Maintenance and Repairs:

        4. Tenant shall, throughout the term of this lease, take good care of the demised premises and the fixtures and appurtenances therein. Tenant shall be responsible for all damage or injury to the demised premises or any other part of the building and the systems and equipment thereof, whether requiring structural or nonstructural repairs caused by or resulting from carelessness, omission, neglect or improper conduct of Tenant, Tenant’s subtenants, agents, employees, invitees or licensees, or which arise out of any work, labor, service or equipment done for or supplied to Tenant or any subtenant (other than by Landlord) or arising out of the installation, use or operation of the property or equipment of Tenant or any subtenant. Tenant shall also repair all damage to the building and the demised premises caused by the moving of Tenant’s fixtures, furniture and equipment. Tenant shall promptly make, at Tenant’s expense, all repairs in and to the demised premises for which Tenant is responsible, using only the contractor for the trade or trades in question, selected from a list of at least two contractors per trade submitted by Owner. Any other repairs in or to the building or the facilities and systems thereof for which Tenant is responsible shall be performed by Owner at the Tenant’s expense. Owner shall maintain in good working order and repair the exterior and the structural portions of the building, including the structural portions of its demised premises, and the public portions of the building interior and the building plumbing, electrical, heating and ventilating systems (to the extent such systems presently exist) serving the demised premises. Tenant agrees to give prompt notice of any defective condition in the premises for which Owner may be responsible hereunder. There shall be no allowance to Tenant for diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or others making repairs, alterations, additions or improvements in or to any portion of the building or the demised premises or in and to the fixtures, appurtenances or equipment thereof except to the extent caused by Landlord’s negligence or wilful misconduct or that of Landlord’s agents or employees. It is specifically agreed that Tenant shall not be entitled to any setoff or reduction of rent by reason of any failure of Owner to comply with the covenants of this or any other article of this Lease. Tenant agrees that Tenant’s sole remedy at law in such instance will be by way of an action for damages for breach of contract. The provisions of this Article 4 shall not apply in the case of fire or other casualty which are dealt with in Article 9 hereof.

Window Cleaning:

5. Tenant will not clean nor require, permit, suffer or allow any window in the demised premises to be cleaned from the outside in violation of Section 202 of the Labor Law or any other applicable law or of the Rules of the Board of Standards and Appeals, or of any other Board or body having or asserting Jurisdiction.

Requirements of Law, Fire Insurance, Floor Loads:

6. Prior to the commencement of the lease term, if Tenant is then in possession, and at all times thereafter, Tenant, at Tenant’s sole cost and expense, shall promptly comply with all present and future laws, orders and regulations of all state, federal, municipal and local governments, departments, commissions and boards and any direction of any public officer pursuant to law, and all orders, rules and regulations of the New York Board of Fire Underwriters, Insurance Services Office, or any similar body which shall impose any violation, order or duty upon Owner or Tenant with respect to the demised premises, where such violation, order or duty arises out of Tenant’s manner of use thereof, (including Tenant’s permitted use) or, with respect to the building if arising out of Tenant’s manner of use of the premises or the building (including the use permitted under the lease). Nothing herein shall require Tenant to make structural repairs or alterations unless Tenant has, by its manner of use of the demised premises or method of operation therein, violated any such laws, ordinances, orders, rules, regulations or requirements with respect thereto. Tenant may, after securing Owner to

Owner’s satisfaction against all damages, interest, penalties and expenses, including, but not limited to, reasonable attorney’s fees, by cash deposit or by surety bond in an amount and in a company satisfactory to Owner, contest and appeal any such laws, ordinances, orders, rules, regulations or requirements provided same is done with all reasonable promptness and provided such appeal shall not subject Owner to prosecution for a criminal offense or constitute a default under any lease or mortgage under which Owner may be obligated, or cause the demised premises or any part thereof to be condemned or vacated. Tenant shall not do or permit any act or thing to be done in or to the demised premises which is contrary to law, or which will invalidate or be in conflict with public liability, fire or other policies of insurance at any time carried by or for the benefit of Owner with respect to the demised premises or the building of which the demised premises form a part, or which shall or might be subject Owner to any liability or responsibility to any person or for property damage. Tenant shall not keep anything in the demised premises except as now or hereafter permitted by the Fire Department, Board of Fire Underwriters, Fire Insurance Rating Organization or other authority having jurisdiction, and then only in such manner and such quantity so as not to increase the rate for fire insurance applicable to the building, nor use the premises in a manner which will increase the insurance rate for the building or any property located therein over that in effect prior to the commencement of Tenant’s occupancy. Tenant shall pay all costs, expenses, fines, penalties, or damages, which may be imposed upon Owner by reason of Tenant’s failure to comply with the provisions of this article and if by reason of such failure the fire insurance rate shall, at the beginning of this lease or at any time thereafter, be higher than it otherwise would be, then Tenant shall reimburse Owner, as additional rent hereunder, for that portion of all fire insurance premiums thereafter paid by Owner which shall have been charged because of such failure by Tenant. In any action or proceeding wherein Owner and Tenant are parties, a schedule or “make-up” of rate for the building or demised premises issued by the New York Fire Insurance Exchange, or other body making fire insurance rates applicable to said premises shall be conclusive evidence of the facts therein stated and of the several items and charges in the fire insurance rates then applicable to said premises. Tenant shall not place a load upon any floor of the demised premises exceeding the floor load per square foot area which it was designed to carry and which is allowed by law. Owner reserves the right to prescribe the weight and position of all safes, business machines and mechanical equipment. Such installations shall be placed and maintained by Tenant, at Tenant’s expense, in settings sufficient, in Owners reasonable judgement, to absorb and prevent vibration, noise and annoyance.

Subordination:

7. This lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect such leases or the real property of which demised premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such underlying leases and mortgages. This clause shall be self-operative and no further instrument of subordination shall be required by any ground or underlying lessor or by any mortgagee, affecting any lease or the real property of which the demised premises are a part. In confirmation of such subordination, Tenant shall from time to time execute promptly any certificate that Owner may request.

Property Loss, Damage Reimbursement Indemnity:

8. Owner or its agents shall not be liable for any damage to property of Tenant or of others entrusted to employees of the building, nor for loss of or damage to any property of Tenant by theft or otherwise, nor for any injury or damage to persons or property resulting from any cause of whatsoever nature, unless caused by or due to the negligence of Owner, its agents, servants or employees. Owner or its agents will not be liable for any such damage caused by other tenants or persons in, upon or about said building or caused by operations in construction of any private, public or quasi public work. If at any time any windows of the demised premises are temporarily closed, darkened or bricked up (or permanently closed, darkened or bricked up, if required by law) for any reason whatsoever including, but not limited to Owner’s own acts, Owner shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement or diminution of rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction. Tenant shall indemnify and save harmless Owner against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Owner shall not be reimbursed by insurance, including reasonable attorneys fees, paid, suffered or incurred as a result of any breach by Tenant, Tenant’s agents, contractors, employees, invitees, or licensees, of any covenant or condition of this lease, or the carelessness, negligence or improper conduct of the Tenant, Tenant’s agents, contractors, employees, invitees or licensees. Tenant’s liability under this lease extends to the acts and omissions of any sub-tenant, and any agent, contractor, employees, invitee or licensee of any sub-tenant. Landlord shall indemnify and save harmless Tenant against and from all liabilities, obligations, damages, penalties, claims, costs and expenses for which Tenant shall not be reimbursed by insurance, including reasonable attorneys’ fees but not including consequential damages, paid, suffered or incurred as a result of any breach by Landlord or Landlord’s agents or employees of any covenant or condition of this lease (except as expressly set forth in this lease), or the negligence or wilful misconduct of Landlord or Landlord’s agents or employees. In case any action or proceeding is brought against either party by reason of any such claim, the other party, upon written notice from the first party, will at the second party’s expense, resist or defend such action or proceeding by counsel approved by the first party in writing, such approval not to be unreasonably withheld.

Destruction, Fire and Other Casualty:

        9. (a) If the demised premises or any pan thereof shall be damaged by fire or other casualty, Tenant shall give immediate notice thereof to Owner and this lease shall continue in full force and effect except as hereinafter set forth. (b) If the demised premises are partially damaged or rendered partially unusable by fire or other casually, the damages thereto shall be repaired by and at the expense of Owner and the rent and other items of additional rent, until such repair shall be substantially completed, shall be apportioned from the day following the casually according to the part of the premises which is usable, (c) If the demised premises are totally damaged or rendered wholly unusable by fire or other casualty, then the rent and other items of additional rent as hereinafter expressly provided shall be proportionately paid up to the time of the casualty and thenceforth forth shall cease until the date when the premises shall have been repaired and restored by Owner (or sooner reoccupied in part by Tenant for the purpose of conducting business therein, then rent shall be apportioned as provided in subsection (b) above), subject to Owner’s right to elect not to restore the same as hereinafter provided. (d) If the demised premises are rendered wholly unusable or (whether or not the demised premises are damaged in whole or in part) if the building shall be so damaged that Owner shall decide to demolish it or to rebuild it, then, in any of such events, Owner may elect to terminate this lease by written notice to Tenant, given within 90 days after such fire or casualty, or 30 days after adjustment of the insurance claim for such fire or casualty, whichever is sooner, specifying a date for the expiration of the lease, which date shall not be more than 60 days after the giving of such notice, and upon the date specified in such notice the term of this lease shall expire as fully and completely as if such date were the date set forth above for the termination of this lease and Tenant shall forthwith quit, surrender and vacate the premises without prejudice however, to Landlord’s rights and remedies against Tenant under the lease provisions in effect prior to such termination, and any rent owing shall be paid up to such date and any payments of rent made by Tenant which were on account of any period subsequent to such date shall be returned to Tenant. Unless Owner or Tenant shall serve a termination notice as provided for herein, Owner shall make the repairs and restorations under the conditions of (b) and (c) hereof, with all reasonable expedition, subject to delays due to adjustment of insurance claims, labor troubles and causes beyond Owner’s control. After any such casualty, Tenant shall cooperate with Owner’s restoration by removing from the premises as promptly as reasonably possible, all of Tenant’s salvageable inventory and moveable equipment, furniture, and other property. Tenant’s liability for rent shall resume five (5) days after written notice from Owner that the premises are substantially ready for Tenant’s occupancy. (e) Nothing contained hereinabove shall relieve Tenant from liability that may exist as a result of damage from fire or other casualty. Norwithstanding the foregoing, including Owner’s obligation to restore under subparagraph (b) above, each part shall look first to any insurance in its favor before making any claim against the other part for recovery for loss or damage resulting from fire or other casualty, and to the extent that such insurance is in force and collectible and to the extent permitted by law, Owner and Tenant each hereby releases and waives all right of recovery with respect to subparagraphs (b), (d). and (e) above, against the other or any one claiming through or under each of them by way of subrogation or otherwise. The release and waiver herein referred to shall be deemed to include any loss or damage to the demised premises and/or to any personal property, equipment, trade fixtures, goods and merchandise located therein. The foregoing release and waiver shall be in force only if both releasors’ insurance policies contain a clause providing that such a release or waiver shall not invalidate the insurance. If, and to the extent, that such waiver can be obtained only by the payment of additional premiums, then the party benefiting from the waiver shall pay such premium within ten days after written demand or shall be deemed to have agreed that the party obtaining insurance coverage shall be free of any further obligation under the provisions hereof with respect to waiver of subrogation. Tenant acknowledges that Owner will not carry insurance on Tenant’s furniture and/or furnishings or any fixtures or equipment, improvements, or appurtenances removable by Tenant and agrees that Owner will not be obligated to repair any damage thereto or replace the same. (f) Tenant hereby waives the provisions of Section 227 of the Real Property Law and agrees that the provisions of this article shall govern and control in lieu thereof.

Eminent Domain:

10. If the whole or any material part of the demised premises shall be acquired or condemned by Eminent Domain for any public or quasi public use or purpose, then and in that event, the term of this lease shall cease and terminate from the date of title vesting in such proceeding and Tenant shall have no claim for the value of any unexpired term of said lease and assigns to Owner, Tenant’s entire interest in any such award. Tenant shall have the right to make an independent claim to the condemning authority for the value of Tenant’s moving expenses and personal property, trade fixtures and equipment, provided Tenant is entitled pursuant to the terms of the lease to remove such property, trade fixture and equipment at the end of the term and provided further such claim does not reduce Owner’s award.

Assignment, Mortgage, Etc.:

11. Tenant, for itself, its heirs, distributees, executors, administrators, legal representative, successor and assigns, expressly covenants that it shall not assign, mortgage or encumber this agreement, nor underlet, or suffer or permit the demised premises or any part thereof to be used by others, without the prior written consent of Owner in each instance. See Article 44. Transfer of the majority of the stock of a corporate Tenant or the majority partnership interest of a partnership Tenant shall be deemed an assignment. If this lease be assigned, or if the demised premises or any part thereof be underlet or occupied by anybody other than Tenant, Owner may, after default by Tenant, collect rent from the assignee, under-tenant or occupant, and apply the net amount collected to the rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this covenant, or the acceptance of the assignee, undertenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of covenants on the part of Tenant herein contained. The consent by Owner to an assignment or underletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Owner to any further assignment or underletting.

Electric Current:

12. Rates and conditions in respect to submetering or rent inclusion, as the case may be, to be added in RIDER attached hereto. Tenant covenants and agrees that at all times its use of electric current shall not exceed the capacity of existing feeders to the building or the risers or wiring installation and Tenant may not use any electrical equipment which, in Owner’s opinion, reasonably exercised, will overload such Installations or interfere with the use thereof by other tenants of the building. The change at any time of the character of electric service shall in no wise make Owner liable or responsible to Tenant, for any loss, damages or expenses which Tenant may sustain except to the extent caused by Landlord’s negligence or wilful misconduct or that of Landlord’s agents or employees.

Access to Premises:

13. Owner or Owner’s agents shall have the right (but shall not be obligated) to enter the demised premises in any emergency at any time, and, at other reasonable times after reasonable notice to Tenant to examine the same and to make such repairs, replacements and improvements as Owner may deem necessary and reasonably desirable to the demised premises or to any other portion of the building or which Owner may elect to perform. Tenant shall permit Owner to use and maintain and replace pipes and conduits in and through the demised premises and to erect new pipes and conduits therein provided they are concealed within the walls, floor, or ceiling. Owner may, during the progress of any work in the demised premises, take all necessary materials and equipment into said premises without the same constituting an eviction nor shall the Tenant be entitled to any abatement of rent while such work is in progress nor to any damages by reason of loss or interruption of business or otherwise. Throughout the term hereof Owner shall have the right to enter the demised premises at reasonable hours after reasonable notice to Tenant for the purpose of showing the same to prospective purchasers or mortgagees of the building, and during the last twelve months of the term for the purpose of showing the

Rider to be added if necessary.

same to prospective tenants. If Tenant is not present to open and permit an entry into the demised premises, Owner or Owner’s agents may enter the same whenever such entry may be necessary or permissible by master key or (in the event of an emergency) forcibly and provided reasonable care is exercised to safeguard Tenant’s property, such entry shall not render Owner or its agents liable therefor, nor in any event shall the obligations of Tenant hereunder be affected.

Vault, Vault Space, Area:

14. No Vaults, vault space or area, whether or not enclosed or covered, not within the property line of the building is leased hereunder, anything contained in or indicated on any sketch, blue print or plan, or anything contained elsewhere in this lease to the contrary notwithstanding. Owner makes no representation as to the location of the property line of the building. All vaults and vault space and all such areas not within the property line of the building, which Tenant may be permitted to use and/or occupy, is to be used and/or occupied under a revocable license, and if any such license be revoked, or if the amount of such space or area be diminished or required by any federal, state or municipal authority or public utility, Owner shall not be subject to any liability nor shall Tenant be entitled to any compensation or diminution or abatement of rent, nor shall such revocation, diminution or requisition be deemed constructive or actual eviction. Any tax, fee or charge of municipal authorities for such vault or area shall be paid by Tenant.

Occupancy:

15. Tenant will not at any time use or occupy the demised premises in violation of the certificate of occupancy issued for the building of which the demised premises are a part. Tenant has inspected the premises and accepts them as is, subject to the riders annexed hereto with respect to Owner’s work, if any. In any event, Owner makes no representation as to the condition of the premises and Tenant agrees to accept the same subject to violations, whether or not of record.

Bankruptcy:

16. (a) Anything elsewhere in this lease to the contrary notwithstanding, this lease may be cancelled by Owner by the sending of a written notice to Tenant within a reasonable time after the happening of any one or more of the following events: (1) the commencement of a case in bankruptcy or under the laws of any state naming Tenant as the debtor (which, if involuntary, is not dismissed within ninety (90) days) or (2) the making by Tenant of an assignment or any other arrangement for the benefit of creditors under any state statute. Neither Tenant nor any person claiming through or under Tenant, or by reason of any statute or order of court, shall thereafter be entitled to possession of the premises demised but shall forthwith quit and surrender the premises. If this lease shall be assigned in accordance with its terms, the provisions of this Article 16 shall be applicable only to the party then owning Tenant’s interest in this lease.

(b) it is stipulated and agreed that in the event of the termination of this lease pursuant to (a) hereof, Owner shall forthwith, notwithstanding any other provisions of this lease to the contrary, be entitled to recover from Tenant as and for liquidated damages an amount equal to the difference between the rent reserved hereunder for the unexpired portion of the term demised and the fair and reasonable rental value of the demised premises for the same period. In the computation of such damages the difference between any installment of rent becoming due hereunder after the date of termination and the fair and reasonable rental value of the demised premises for the period for which such installment was payable shall be discounted to the date of termination at the federal discount rate per annum. If such premises or any part thereof be re-let by the Owner for the unexpired term of said lease, or any part thereof, before presentation of proof of such liquidated damages to any court, commission or tribunal, the amount of rent reserved upon such re-letting shall be deemed to be the fair and reasonable rental value for the part or the whole of the premises so re-let during the term of the re-letting. Nothing herein contained shall limit or prejudice the right of the Owner to prove for and obtain as liquidated damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law in effect at the time when, and governing the proceedings in which, such damages are to be proved, whether or not such amount be greater, equal to, or less than the amount of the difference referred to above.

Default:

17. (1) If Tenant defaults in fulfilling any of the covenants of this lease other than the covenants for the payment of rent or additional rent; or if the demised premises become vacant or deserted; or if any execution or attachment shall be issued against Tenant or any of Tenant’s property whereupon the demised premises shall be taken or occupied by someone other than Tenant; or if this lease be rejected under §235 of Title 11 of the U.S. Code (bankruptcy code); or if Tenant shall fail to move into or take possession of the premises within thirty (30) days after the commencement of the term of this lease, then, in any one or more of such events, upon Owner serving a written thirty (30) days notice upon Tenant specifying the nature of said default and upon the expiration of said thirty (30) days, if Tenant shall have failed to comply with or remedy such default, or if the said default or omission complained of shall be of a nature that the same cannot be completely cured or remedied within said thirty (30) day period, and if Tenant shall not have diligently commenced curing such default within such thirty (30) day period, and shall not thereafter with reasonable diligence and in good faith, proceed to remedy or cure such default, then Owner may serve a written five (5) days’ notice of cancellation of this lease upon Tenant, and upon the expiration of said five (5) days this lease and the term thereunder shall end and expire as fully and completely as if the expiration of such five (5) day period were the day herein definitely fixed for the end and expiration of this lease and the term thereof and Tenant shall then quit and surrender the demised premises to Owner but Tenant shall remain liable as hereinafter provided.

(2) If the notice provided for in (1) hereof shall have been given, and the term shall expire as aforesaid; or if Tenant shall make default in the payment of the rent reserved herein or any item of additional rent herein mentioned or any part of either or in making any other payment herein required and such default in payment is not cured within ten (10) days after Landlord notifies Tenant thereof then and in any of such events Owner may without notice, re-enter the demised premises either by force or otherwise, and dispossess Tenant by summary proceedings or otherwise, and the legal representative of Tenant or other occupant of demised premises and remove their effects and hold the premises as if this lease had not been made, and Tenant hereby waives the service of notice of intention to re-enter or to institute legal proceedings to that end. If Tenant shall make default hereunder prior so the date fixed as the commencement of any renewal or extension of this lease, Owner may cancel and terminate such renewal or extension agreement by written notice.

Remedies of Owner and Waiver of Redemption:

18. In case of any such default, re-entry, expiration and/or dispossess by summary proceedings or otherwise , (a) the rent shall become due thereupon and be paid up to the time of such re-entry, dispossess and/or expiration, (b) Owner may re-let the premises or any part or parts thereof, either in the name of Owner or otherwise, for a term or terms, which may at Owner’s option be less than or exceed the period which would otherwise have constituted the balance of the term of this lease and may grant concessions or free rent or charge a higher rental than that in this lease, and/or (c) Tenant or the legal representatives of Tenant shall also pay Owner as liquidated damages for the failure of Tenant to observe and perform said Tenant’s covenants herein contained, any deficiency between the rent hereby reserved and/or covenanted to be paid and the net amount, if any, of the rents collected on account of the lease or leases of the demised premises for each month of the period which would otherwise have constituted the balance of the term of this lease. The failure of Owner to re-let the premises or any part or parts thereof shall not release or affect Tenant’s liability for damages. In computing such liquidated damages there shall be added to the said deficiency such expenses as Owner may incur in connection with re-letting, such as legal expenses, reasonable attorneys’ fees, brokerage, advertising and for keeping the demised premises in good order or for preparing the same for re-letting. Any such liquidated damages shall be paid in monthly installments by Tenant on the rent day specified in this lease and any suit brought to collect the amount of the deficiency for any month shall not prejudice in any way the rights of Owner to collect the deficiency for any subsequent month by a similar proceeding. Owner, in putting the demised premises in good order or preparing the same for re-rental may, at Owner’s option, make such alterations, repairs, replacements, and/or decorations in the demised premises as Owner, in Owner’s sole judgment, considers advisable and necessary for the purpose of re-letting the demised premises, and the making of such alterations, repairs, replacements, and/or decorations shall not operate or be construed to release Tenant from liability hereunder as aforesaid, Owner shall in so event be liable in any way whatsoever for failure to re-let the demised premises, or in the event that the demised premises are re-let, for failure to collect the rent thereof under such re-letting, and in no event shall Tenant be entitled to receive any excess, if any, of such net rents collected over the sums payable by Tenant to Owner hereunder. In the event of a breach or threatened breach by Tenant of any of the covenants or provisions hereof, Owner shall have the right of injunction and the right to invoke any remedy allowed at law or in equity as if re-entry, summary proceedings and other remedies were not herein provided for. Mention in this lease of any particular remedy, shall not preclude Owner from any other remedy, in law or in equity. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Owner obtaining possession of demised premises, by reason of the violation by Tenant of any of the covenants and conditions of this lease, or otherwise.

Fees and Expenses:

19. If Tenant shall default in the observance or performance of any term or covenant on Tenant’s part to be observed or performed under or by virtue of any of the terms or provisions in any article of this lease, after notice if required and upon expiration of any applicable grace period if any, (except in an emergency), then, unless otherwise provided elsewhere in this lease. Owner may immediately or at any time thereafter and without notice perform the obligation of Tenant thereunder. If Owner, in connection with the foregoing or in connection with any default by Tenant in the covenant to pay rent hereunder, makes any expenditures or incurs any obligations for the payment of money, including but not limited to reasonable attorneys’ fees, in instituting, prosecuting or defending any action or proceeding, and prevails in any such action or proceeding then Tenant will reimburse Owner for such sums so paid or obligations incurred with interest and costs. The foregoing expenses incurred by reason of Tenant’s default shall be deemed to be additional rent hereunder and shall be paid by Tenant to Owner within thirty (30) days of rendition of any bill or statement to Tenant therefor. If Tenant’s lease term shall have expired at the time of making of such expenditures or incurring of such obligations, such sums shall be recoverable by Owner, as damages.

Building Alterations and Management:

20. Owner shall have the right at any time without the same constituting an eviction and without incurring liability to Tenant therefor to change the arrangement and/or location of public entrances, passageways, doors, doorways, corridors, elevators, stairs, toilets or other public parts of the building (provided that Tenant has reasonable access to the demised premises at all times throughout the Term, subject to Building-wide Rules and Regulations and circumstances beyond Landlord’s reasonable control) and to change the name, number or designation by which the building may be known. There shall be no allowance to Tenant for diminution of rental value and no liability on the part of Owner by reason of inconvenience, annoyance or injury to business arising from Owner or other Tenants making any repairs in the building or any such alterations, additions and improvements. Furthermore, Tenant shall not have any claim against Owner by reason of Owner’s imposition of such controls of the manner of access to the building by Tenant’s social or business visitors as the Owner may deem necessary for the security of the building and its occupants.

No Representations by Owner:

21. Neither Owner nor Owner’s agents have made any representations or promises with respect to the physical condition of the building, the land upon which it is erected or the demised premises, the rents, leases, expenses of operation or any other matter or thing affecting or related to the premises except as herein expressly set forth and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this lease. Tenant has inspected the building and the demised premises and is thoroughly acquainted with their condition and agrees to take the same “as is” and acknowledges that the taking of possession of the demised premises by Tenant shall be conclusive evidence that the said premises and the building of which the same form a part were in good and satisfactory condition at the time such possession was so taken, except as to latent defects. All understandings and agreements heretofore made between the parties hereto are merged in this contract, which alone fully and completely expresses the agreement between Owner and Tenant and any executory agreement

hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of it in whole or in part, unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought.

End of Term:

22. Upon the expiration or other termination of the term of this lease, Tenant shall quit and surrender to Owner the demised premises, broom clean, in good order and condition, ordinary wear and damages which Tenant is not required to repair as provided elsewhere in this lease excepted, and Tenant shall remove all its property. Tenant’s obligation to observe or perform this covenant shall survive the expiration or other termination of this lease. If the last day of the term of this Lease or any renewal thereof, falls on Sunday, this lease shall expire at noon on the preceding Saturday unless it be a legal holiday in which case it shall expire at noon on the preceding business day.

Quiet Enjoyment:

23. Owner covenants and agrees with Tenant that upon Tenant paying the rent and additional rent and observing and performing all the terms, covenants and conditions, on Tenant’s part to be observed and performed, Tenant may peaceably and quietly enjoy the premises hereby demised, subject, nevertheless, to the terms and conditions of this lease including, but not limited to, Article 31 hereof and to the ground leases, underlying leases and mortgages hereinbefore mentioned.

Failure to Give Possession:

24. If Owner is unable to give possession of the demised premises on the date of the commencement of the term hereof, because of the holding-over or retention of possession of any tenant, undertenant or occupants or if the demised premises are located in a building being constructed, because such building has not been sufficiently completed to make the premises ready for occupancy or because of the fact that a certificate of occupancy has not been procured or for any other reason, Owner shall not be subject to any liability for failure to give possession on said date and the validity of the lease shall not be impaired under such circumstances, nor shall the same be construed in any wise to extend the term of this lease, but the rent payable hereunder shall be abated (provided Tenant is not responsible for Owner’s inability to obtain possession or complete construction) until after Owner shall have given Tenant written notice that the Owner is able to deliver possession in condition required by this lease. If permission is given to Tenant to enter into the possession of the demises premises or to occupy premisses other than the demised premises prior to the date specified as the commencement of the term of this lease, Tenant covenants and agrees that such possession and/or occupancy shall be deemed to be under all the terms, covenants, conditions and provisions of this lease except the obligation to pay the fixed annual rent set forth in the preamble to this lease. The provisions of this article are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

No Waiver:

25. The failure of Owner to seek redress for violation of, or to insist upon the strict performance of any covenant or condition of this lease or of any of the Rules or Regulations, set forth or hereafter adopted by Owner, shall not prevent a subsequent act which would have originally constituted a violation from having all the force and effect of an original violation. The receipt by Owner of rent and/or additional rent with Knowledge of the breach of any covenant of this lease shall not be deemed a waiver of such breach and no provision of this lease shall be deemed to have been waived by Owner unless such waiver be in writing signed by Owner. No payment by Tenant or receipt by Owner of a lesser amount than the monthly rent herein stipulated shall be deemed to be other than on account of the earliest stipulated rent, nor shall any endorsement or statement of any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Owner may accept such check or payment without prejudice to Owner’s right to recover the balance of such rent or pursue any other remedy in this lease provided. No act or thing done by Owner or Owner’s agents during the term hereby demised shall be deemed an acceptance of a surrender of said premises, and no agreement to accept such surrender shall be valid unless in writing signed by Owner. No employee of Owner or Owner’s agent shall have any power to accept the keys of said premises prior to the termination of the lease and the delivery of keys to any such agent or employee shall not operate as a termination of the lease or a surrender of the premises.

Waiver of Trial by Jury:

26. It is mutually agreed by and between Owner and Tenant that the respective parties hereto shall and they hereby do waive trial by jury in any action proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this lease, the relationship of Owner and Tenant, Tenant’s use of or occupancy of said premises, and any emergency statutory or any other statutory remedy. It is further mutually agreed that in the event Owner commences any proceeding or action for possession including a summary proceeding for possession of the premises. Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding including a counterclaim under Article 4 except for statutory mandatory counterclaims.

Inability to Perform:

27. This Lease and the obligation of Tenant to pay rent hereunder and perform all of the other covenants and agreements hereunder on part of Tenant to be performed shall in no wise be affected, impaired or excused because Owner is unable to fulfill any of its obligations under this lease or to supply or is delayed in supplying any service expressly or impliedly to be supplied or is unable to make, or is delayed in making any repair, additions, alterations or decorations or is unable to supply or is delayed in supplying any equipment, fixtures, or other materials if Owner is prevented or delayed from so doing by reason of strike or labor troubles or any cause whatsoever beyond Landlord’s reasonable control including, but not limited to, government preemption or restrictions or by reason of any rule, order or regulation of any department or subdivision thereof of any government agency or by reason of the conditions which have been or are affected, either directly or indirectly, by war or other emergency.

Bills and Notices:

28. Except as otherwise in this lease provided, a bill, statement, notice or communication which Owner may desire or be required to give to Tenant, shall be deemed sufficiently given or rendered if, in writing, delivered to Tenant personally or sent by registered or certified mail addressed to Tenant at the building of which the demised premises form a part or at the last known residence address or business address of Tenant, and the time of the rendition of such bill or statement and or the giving of such notice or communication shall be deemed to be the time when the same is delivered to Tenant or three (3) days after the same is mailed. Any notice by Tenant to Owner must be served by registered or certified mail addressed to Owner at the address first herein above given or at such other address as Owner shall designate by written notice.

Services Provided by Owners:

29. As long as this lease is in full force and effect, Owner shall provide: (a) necessary elevator facilities on business days from 8 a.m. to 6 p.m. and have one elevator subject to call at all other times; (b) heat to the demised premises when and as required by law, on business days from 8 a.m. to 6 p.m.; (c) water for ordinary lavatory purposes, but if Tenant uses or consumes water for any other purposes or in unusual quantities (of which fact Owner shall be the sole judge). Owner may install a water meter at Tenant’s expense which Tenant shall thereafter maintain at Tenant’s expense in good working order and repair to register such water consumption and Tenant shall pay for water consumed as shown on said meter as additional rent as and when bills are rendered; (d) the demised premises are to be kept clean by Tenant, at Tenants sole expense, in a manner reasonably satisfactory to Owner and no one other than persons approved by Owner shall be permitted to enter said premises or the building of which they are a part for such purpose. Tenant shall pay Owner the cost of removal of any of Tenant’s refuse and rubbish from the building; (f) Owner reserves the right to stop services of the heating, elevators, plumbing, electric, power systems or other services, if any, when necessary by reason of accident or for repairs, alterations, replacements or improvements necessary or desirable in the judgment of Owner for as long as may be reasonably required by reason thereof. If the building of which the demised premises are a part supplies manually operated elevator service, Owner at any time may substitute automatic control elevator service and proceed diligently with alterations necessary therefor without in any wise affecting this lease or the obligation of Tenant hereunder.

Captions:

30. The Captions are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of this lease nor the intent of any provisions thereof.

Definitions:

31. The term “office”, or “offices”, wherever used in this lease, shall not be construed to mean premises used as a store or stores, for the sale or display, at any time, of goods, wares or merchandise, of any kind, or as a restaurant, shop, booth, bootblack or other stand, barber shop, or for other similar purposes or for manufacturing. The term “Owner” means a landlord or lessor, and as used in this lease means only the owner, or the mortgagee in possession, for the time being of the land and building (or the owner of a lease of the building or of the land and building) of which the demised premises form a part, so that in the event of any sale or sales of said land and building or of said lease, or in the event of a lease of said building, or of the land and building, the said Owner shall be and hereby is entirely freed and relieved of all covenants and obligations of Owner hereunder, and it shall be deemed and construed without further agreement between the parties or their successors in interest, or between the parties and the purchaser, at any such sale, or the said lessee of the building, or of the land and building, that the purchaser or the lessee of the building has assumed and agreed to carry out any and all covenants and obligations of Owner, hereunder. The words “re-enter” and “re-entry” as used in this lease are not restricted to their technical legal meaning. The term “business days” as used in this lease shall exclude Saturdays, Sundays and all days as observed by the State or Federal Government as legal holidays and those designated as holidays by the applicable building service union employees service contract or by the applicable Operating Engineers contract with respect to HVAC service. Wherever it is expressly provided in this lease that consent shall not be unreasonably withheld, such consent shall not be unreasonably delayed.

Adjacent Excavation-Shoring:

32. If an excavation shall be made upon land adjacent to the demised premises, or shall be authorized to be made, Tenant shall afford to the person causing or authorized to cause such excavation, license to enter upon the demised premises for the purpose of doing such work as said person shall deem necessary to preserve the wall or the building of which demised premises form a part from injury or damage and to support the same by proper foundations without any claim for damages or indemnity against Owner, or diminution or abatement of rent.

Rules and Regulations:

33. Tenant and Tenant’s servants, employees, agents, visitors, and licensees shall observe faithfully, and comply strictly with, the Rules and Regulations and such other and further reasonable Rules and Regulations as Owner or Owner’s agents may from time to time adopt provided Tenant receives written notice of any further reasonable Rules and Regulations prior to Landlord’s enforcement thereof. Notice of any additional rules or regulations shall be given as provided in Article 28. In case Tenant disputes the reasonableness of any additional Rule or Regulation hereafter made or adopted by Owner or Owner’s agents, the parties hereto agree to submit the question of the reasonableness of such Rule or Regulation for decision to the New York office of the American Arbitration Association, whose determination shall be final and conclusive upon the parties hereto. The right to dispute the reasonableness of any additional Rule or Regulation upon Tenant’s part shall be deemed waived unless the same shall be asserted by service of a notice, in writing upon Owner within fifteen (15) days after the giving of notice thereof. Nothing

Rider to be added If necessary.

in this lease contained shall be construed to impose upon Owner any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease, as against any other tenant and Owner shall not be liable to Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees; provided, however, that Landlord will not enforce the Rules and Regulations in a manner designed to discriminate unfairly against Tenant (in relation to other tenants in the Building).

Security:

34. Tenant has deposited with Owner the sum of $    *                        as security for the faithful performance and observance by Tenant of the terms, provisions and conditions of this lease; it is agreed that in the event Tenant defaults in respect of any of the terms, provisions and conditions of this lease, including, but not limited to, the payment of rent and additional rent, Owner may use, apply or retain the whole or any part of the security so deposited to the extent required for the payment of any rent and additional rent or any other sum as to which Tenant is in default or for any sum which Owner may expend or may be required to expend by reason of Tenant’s default in respect of any of the terms, covenants and conditions of this lease, including but not limited to, any damages or deficiency in the re-letting of the premises, whether such damages or deficiency accrued before or after summary proceedings or other re-entry by Owner. In the event that Tenant shall fully and faithfully comply with all of the terms, provisions, covenants and conditions of this lease, the security shall be returned to Tenant after the date fixed as the end of the Lease and after delivery of entire possession of the demised premises to Owner. In the event of a sale of the land and building or leasing of the building, of which the demised premises form a part, Owner shall have the right to transfer the security to the vendee or lessee and Owner shall, following execution and delivery of an assignment and assumption of Landlord’s obligations hereunder by such vendee or lessee, be released by Tenant from all liability for the return of such security; and Tenant agrees to look to the new Owner solely for the return of said security, and it is agreed that the provisions hereof shall apply to every transfer or assignment made of the security to a new Owner. Tenant further covenants that it will not assign or encumber or attempt to assign or encumber the monies deposited herein as security and that neither Owner nor its successors or assigns shall be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

Estoppel Certificate:

35.

Successors and Assigns:

36. The covenants, conditions and agreements contained in this lease shall bind and inure to the benefit of Owner and Tenant and their respective heirs, distributees, executors, administrators, successors, and except as otherwise provided in this lease, their assigns. Tenant shall look only to Owner’s estate and interest in the land and building, for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) against Owner in the event of any default by Owner hereunder, and no other property or assets of such Owner (or any partner, member, officer or director thereof, disclosed or undisclosed), shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this lease, the relationship of Owner and Tenant hereunder, or Tenant’s use and occupancy of the demised premises.

Space to be filled in or deleted.

* $1,200,000.00 (the “Security Deposit”)

In Witness Whereof, Owner and Tenant have respectively signed and sealed this lease as of the day and year first above written.

Witness for Owner:		HUDSON TELEGRAPH ASSOCIATES, L.P.
	By:	Sixty Hudson Management LLC
		By:	/s/ Stanley Stahl
			Name:
			Manager

Witness for Tenant:	telx COMMUNICATIONS CORPORATION
	By:	/s/ Rory J. Cutaia
		Name:
		Title:

ACKNOWLEDGEMENTS

CORPORATE OWNER

STATE OF NEW YORK,                ss.:

County of

On this        day of     , 19    , before me personally came                                , to me known, who being by me duly sworn, did depose and say that he resides in                                                 ; that he is the                     of                    the corporation described in and which executed the foregoing instrument, as OWNER; that he knows the seal of said corporation; the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

INDIVIDUAL OWNER

STATE OF NEW YORK,                ss.:

County of

On this        day of    , 19    , before me personally came                                , to be known and known to me to be the individual                     described in and who, as OWNER, executed the foregoing instrument and acknowledged to me that                                    he executed the same.

CORPORATE TENANT

STATE OF NEW YORK,                ss.:

County of

On this        day of    , 19    , before me personally came                                , to me known, who being by me duly sworn, did depose and say that he resides in                                                 ; that he is the                     of                     the corporation described in and which executed the foregoing instrument, as TENANT; that he knows the seal of said corporation; the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order.

INDIVIDUAL TENANT

STATE OF NEW YORK,                ss.:

County of

On this        day of    , 19    , before me personally came                                 , to be known and known to me to be the individual                    described in and who, as TENANT, executed the foregoing instrument and acknowledged to me that                                    he executed the same.

FOR VALUE RECEIVED, and in consideration for, and as an inducement to Owner making the within lease with Tenant, the undersigned guarantees to Owner, Owner’s successors and assigns the full performance and observance of all the covenants, conditions and agreements, therein provided to be performed and observed by Tenant, including the “Rules and Regulations” as therein provided, without requiring any notice of non-payment, non-performance, or non-observance, or proof, or notice, or demand, whereby to charge the undersigned therefor, all of which the undersigned hereby expressly waives and expressly agrees that the validity of this agreement and the obligations of the guarantor hereunder shall in no wise be terminated, affected or impaired by reason of the assertion by Owner against Tenant of any of the rights or remedies reserved to Owner pursuant to the provisions of the within lease. The undersigned further covenants and agrees that this guaranty shall remain and continue in full force and effect as to any renewal, modification or extension of this lease and during any period when Tenant is occupying the premises as a “statutory tenant.” As a further inducement to Owner to make this lease and in consideration thereof, Owner and the undersigned covenant and agree that in any action or proceeding brought by either Owner or the undersigned against the other on any matters whatsoever arising out of, under, or by virtue of the terms of this lease or of this guarantee that Owner and the undersigned shall and do hereby waive trial by jury.

Dated:                      19    

Guarantor

Witness

Guarantor’s Residence

Business Address

Firm Name

STATE OF NEW YORK                 ) ss.:

COUNTY OF                 )

On this                  day of                 , 19        , before me personally came                  to me known and known to me to be the individual described in, and who executed the foregoing Guaranty and acknowledged to me that he executed the same.

Notary

IMPORTANT - PLEASE READ

RULES AND REGULATIONS ATTACHED TO AND MADE A PART OF THIS LEASE IN ACCORDANCE WITH ARTICLE 33.

1. The sidewalks, entrances, driveways, passages, courts, elevators, vestibules, stairways, corridors or halls shall not be obstructed or encumbered by any Tenant or used for any purpose other than for ingress or egress from the demised premises and for delivery of merchandise and equipment in a prompt and efficient manner using elevators and passageways designated for such delivery by Owner. There shall not be used in any space, or in the public hall of the building, either by any Tenant or by jobbers or others in the delivery or receipt of merchandise any hand trucks, except those equipped with rubber tires and sideguards. If said premises are situated on the ground floor of the building, Tenant thereof shall further, at Tenant’s expense, keep the sidewalk and curb in front of said premises clean and free from ice, snow, dirt and rubbish.

2. The water and wash closets and plumbing fixtures shall not be used for any purposes other than those for which they were designed or constructed and no sweepings, rubbish, rags, acids or other substances shall be deposited therein, and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose clerks, agents, employees or visitors, shall have caused it.

3. No carpet, rug or other article shall be hung or shaken out of any window of the building and no Tenant shall sweep or throw or permit to be swept or thrown from the demised premises any dirt or other substances into any of the corridors or halls, elevators, or out of the doors or windows or stairways of the building and Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the demised premises, or permit or suffer the demised premises to be occupied or used in a manner offensive or objectionable to Owner or other occupants of the building by reason of noise, odors, and/or vibrations, or interfere in any way with other Tenants or those having business therein, nor shall any bicycles, vehicles, animals, fish, or birds be kept in or about the building. Smoking or carrying lighted cigars or cigarettes in the elevators of the building is prohibited.

4. No awnings or other projections shall be attached to the outside walls of the building without the prior written consent of Owner.

5. No sign, advertisement, notice or other lettering shall be exhibited, inscribed, painted or affixed by any Tenant on any part of the outside of the demised premises or the building or on the inside of the demised premise if the same is visible from the outside of the premises without the prior written consent of Owner, except that the name of Tenant may appear on the entrance door of the premises. In the event of the violation of the foregoing by any Tenant, Owner may remove same without any liability, and may charge the expense incurred by such removal to Tenant or Tenants violating this rule. Interior signs on doors and directory tablet shall be inscribed, painted or affixed for each Tenant by Owner at the expense of such Tenant, and shall be of a size, color and style acceptable to Owner.

6. No boring, cutting or stringing of wires shall be permitted, except with the prior written consent of Owner, and as Owner may direct. No Tenant shall lay linoleum, or other similar floor covering, so that the same shall come in direct contact with the floor of the demised premises, and, if linoleum or other similar floor covering is desired to be used an interlining of builder’s deadening felt shall be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited.

7. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by any Tenant, nor shall any changes be made in existing locks or mechanism thereof. Each Tenant must, upon the termination of his Tenancy, restore to Owner all keys of stores, offices and toilet rooms, either furnished to, or otherwise procured by, such Tenant, and in the event of the loss of any keys, so furnished, such Tenant shall pay to Owner the cost thereof.

8. Freight, furniture, business equipment, merchandise and bulky matter of any description shall be delivered to and removed from the premises only on the freight elevators and through the service entrances and corridors, and only during hours and in a manner approved by Owner. Owner reserves the right to inspect all freight to be brought into the building and to exclude from the building all freight which violates any of these Rules and Regulations of the lease or which these Rules and Regulations are a part.

9. Canvassing, soliciting and peddling in the building is prohibited and each Tenant shall cooperate to prevent the same.

10. Owner reserves the right to exclude from the building all persons who do not present a pass to the building signed by Owner. Owner will furnish passes to persons for whom any Tenant requests same in writing. Each Tenant shall be responsible for all persons for whom he requests such pass and shall be liable to Owner for all acts of such persons. Tenant shall not have a claim against Owner by reason of Owner excluding from the building any person who does not present such pass.

11. Owner shall have the right to prohibit any advertising by any Tenant which in Owner’s opinion, tends to impair the reputation of the building or its desirability as a building for offices, and upon written notice from Owner, Tenant shall refrain from or discontinue such advertising.

12. Tenant shall not bring or permit to be brought or kept in or on the demised premises, any inflammable, combustible, explosive, or hazardous fluid, material, chemical or substance except for substances used in the ordinary course of Tenant’s business in such amounts and stored under such conditions as may be permitted by Law or cause or permit any odors of cooking or other processes, or any unusual or other objectionable odors to permeate in or emanate from the demised premises.

13. If the building contains central air conditioning and ventilation, Tenant agrees to keep all windows closed at all times and to abide by all rules and regulations issued by Owner with respect to such services. If Tenant requires air conditioning or ventilation after the usual hours, Tenant shall give notice in writing to the building superintendent prior to 3:00 p.m. In the case of services required on week days, and prior to 3:00 p.m. on the day prior in case of after hours service required on weekends or on holidays. Tenant shall cooperate with Owner in obtaining maximum effectiveness of the cooling system by lowering and closing venetian blinds and/or drapes and curtains when the sun’s rays fall directly on the windows of the demised premises.

14. Tenant shall not move any safe, heavy machinery, heavy equipment, bulky matter, or fixtures into or out of the building without Owner’s prior written consent. If such safe, machinery, equipment, bulky matter or fixtures requires special handling, all work in connection therewith shall comply with the Administrative Code of the City of New York and all other laws and regulations applicable thereto and shall be done during such hours as Owner may designate.

15. Refuse and Trash. (1) Compliance by Tenant. Tenant covenants and agrees, at its sole cost and expense, to comply with all present and future laws, orders, and regulations of all state, federal, municipal, and local governments, departments, commissions and boards regarding the collection, sorting, separation and recycling of waste products, garbage, refuse and trash. Tenant shall sort and separate such waste products, garbage, refuse and trash into such categories as provided by law. Each separately sorted category of waste products, garbage, refuse and trash shall be placed in separate receptacles reasonably approved by Owner. Such separate receptacles may, at Owner’s option, be removed from the demised premises in accordance with a collection schedule prescribed by law. Tenant shall remove, or cause to be removed by a contractor acceptable to Owner, at Owner’s sole discretion, such items as Owner may expressly designate. (2) Owner’s Rights in Event of Noncompliance. Owner has the option to refuse to collect or accept from Tenant waste products, garbage, refuse or trash (a) that is not separated and sorted as required by law or (b) which consists of such items as Owner may expressly designate for Tenant’s removal, and to require Tenant to arrange for such collection at Tenant’s sole cost and expense, utilizing a contractor satisfactory to Owner. Tenant shall pay all costs, expenses, fines, penalties, or damages that may be imposed on Owner or Tenant by reason of Tenant’s failure to comply with the provisions of this Building Rule 15, and, at Tenant’s sole cost and expense, shall indemnity, defend and hold Owner harmless (including reasonable legal fees and expenses) from and against any actions, claims and suits arising from such noncompliance, utilizing counsel reasonably satisfactory to Owner.

Address

Premises

TO

STANDARD FORM OF

The Real Estate Board of New York, Inc.

^© Copyright 1994. All rights Reserved.

Reproduction in while or in part prohibited.

Dated                          19

Rent Per Year

Rent Per Month

Term

From

To

Drawn by                      

Checked by                      

Entered by                      

Approved by                      

RIDER TO LEASE DATED AS OF JULY 6, 1999 BETWEEN

HUDSON TELEGRAPH ASSOCIATES, L.P., AS LANDLORD, AND

tel^x COMMUNICATIONS CORPORATION, AS TENANT

If and to the extent that any of the provisions of this rider conflict or are otherwise inconsistent with any of the printed provisions of this lease, whether or not such inconsistency is expressly noted in this rider, the provisions of this rider shall prevail.

37. Definitions

The following terms contained in this Article 37 shall have the meanings hereinafter set forth as such terms are used throughout this lease, including the exhibits, schedules and riders hereto (if any).

(A) “Base Tax Year” shall mean the tax fiscal year July 1, 1999 to June 30, 2000.

(B) “Base Year Taxes” shall mean the Real Estate Taxes as finally determined for the Base Tax Year.

(C) “Subsequent Tax Year” shall mean any tax fiscal year commencing on or after July 1, 2000.

(D) “Tenant’s Proportionate Share” shall mean 3.571%.

(E) “Broker” shall mean Williams Real Estate Co. Inc.

(F) “Law” shall mean any law, rule, order, ordinance, regulation or requirement of any governmental authority having or asserting jurisdiction or any order, rule, requirement or regulation of any utility company, insurer of Landlord or the Board of Fire Underwriters (or successor organization), whether now or hereafter in effect, and all amendments thereto.

38. Rental Payments

(A) All payments other than Fixed Rent to be made by Tenant pursuant to this lease shall be deemed additional rent and, in the event of any non-payment thereof, Landlord shall have all rights and remedies provided for herein or by law for non-payment of rent.

(B) All payments of Fixed Rent and additional rent (collectively, “rent” or “rental”) to be made by Tenant pursuant to this lease shall be made by checks drawn upon a New York City bank that is a member of the New York Clearing House Association or any successor thereto.

(C) If Landlord receives from Tenant any payment less than the sum of the Fixed Rent and additional rent then due and owing pursuant to this lease, Tenant hereby waives its right, if any, to designate the items to which such payment shall be applied and agrees that Landlord in its sole discretion may apply such payment in whole or in part to any Fixed Rent, any additional rent or to any combination thereof then due and payable hereunder.

(D) Unless Landlord shall otherwise expressly agree in writing, acceptance of Fixed Rent or additional rent from anyone other than Tenant shall not relieve Tenant of any of its obligations under this lease, including the obligation to pay Fixed Rent and additional rent (except to the extent of amounts received and retained by Landlord), and Landlord shall have the right at any time, upon notice to Tenant, to require Tenant to pay the Fixed Rent and additional rent payable hereunder directly to Landlord. Furthermore, such acceptance of Fixed Rent or additional rent shall not be deemed to constitute Landlord’s consent to an assignment of this lease or a subletting or other occupancy of the demised premises by anyone other than Tenant, nor a waiver of any of Landlord’s rights or Tenant’s obligations under this lease.

(E) Landlord’s failure to timely bill all or any portion of any amount payable pursuant to this lease for any period during the Term shall neither constitute a waiver of Landlord’s right to ultimately collect such amount or to bill Tenant at any subsequent time retroactively for the entire amount so unbilled, which previously unbilled amount shall be payable within thirty (30) days after being so billed; provided, however, that Tenant shall have no liability for amounts that are not billed before the date that is three (3) years after the expiration or earlier termination of the Term.

39. Tax Escalation

(A) For purposes of this lease, “Real Estate Taxes” shall mean all the real estate taxes and assessments imposed by any governmental authority having jurisdiction over the Building and the land upon which it is located (“Land”) (including specifically, but without limitation, so-called “BJD” taxes) or any tax or assessment hereafter imposed in whole or in part in substitution for such real estate taxes and/or assessments.

(B) If the Real Estate Taxes for any Subsequent Tax Year during the Term exceed the Base Year Taxes (as initially imposed, if not finally determined when a payment is due pursuant to this Section (B)), Tenant shall pay Landlord Tenant’s Proportionate Share of such excess within thirty (30) days after Landlord shall furnish to Tenant a statement (the “Tax Statement”) setting forth the amount thereby due and payable by Tenant. If Real Estate Taxes are payable by Landlord to the applicable taxing authority in installments, then Landlord shall bill Tenant for Tenant’s Proportionate Share of increased Real Estate Taxes in corresponding installments, such that Tenant’s payment is due not more than fifteen (15) days prior to the date when Landlord is obligated to pay the Real Estate Taxes to the applicable taxing authority. If the actual amount of Real Estate Taxes is not known to Landlord as of the date of Landlord’s Tax Statement, then Landlord may nevertheless bill Tenant for such installment on the basis of a good faith estimate, in which event Tenant shall pay the amount so estimated within thirty (30) days after receipt of such bill, subject to prompt refund by Landlord, or payment by Tenant, upon a supplemental billing by Landlord once the amount actually owed by Tenant is determined. Upon Tenant’s request, Landlord shall provide Tenant with a copy of the current tax bill used in the preparation of the Tax Statement.

(C) If the Base Year Taxes ultimately are reduced to less than the Real Estate Taxes initially imposed upon the Land and the Building for the Base Tax Year, Tenant shall pay Landlord, promptly upon demand, any additional amount thereby payable pursuant to Section (B) for all applicable Subsequent Tax Years.

(D) If Landlord receives any refund of Real Estate Taxes for any Subsequent Tax Year for which Tenant has made a payment pursuant hereto, Landlord shall (after deducting from such refund all reasonable expenses incurred in connection therewith, except to the extent previously reimbursed by Tenant and other tenants or occupants of the Building) pay Tenant Tenant’s Proportionate Share of the net refund. Tenant shall pay Landlord Tenant’s Proportionate Share of the costs and expenses of any nature (including, without limitation, consulting, appraisal, legal and accounting fees) incurred by Landlord (and not already deducted pursuant to the previous sentence) in connection with any tax protest or other proceeding or arrangement leading or intending to lead to a reduction in Real Estate Taxes, whether before or after the initial assessment thereof.

(E) If any Subsequent Tax Year is only partially within the Term, all payments pursuant hereto shall be appropriately prorated,

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based on the portion of the Subsequent Tax Year that is within the Term. Except as limited by Articles 9 and 10: (1) Tenant’s obligation to make the payments required by Sections (B), (C) and (D) shall survive the Expiration Date or any sooner termination of this lease; and (2) Landlord’s obligation to make the payments required by Sections (B), (D) and (F) shall survive the Expiration Date or any sooner termination of this lease.

(F) Each Tax Statement given by Landlord pursuant to Section (B) shall be binding upon Tenant unless, within thirty (30) days after its receipt of such Tax Statement, Tenant notifies Landlord of its disagreement therewith, specifying the portion thereof with which Tenant disagrees. Pending resolution of such dispute, Tenant shall, without prejudice to its rights, pay all amounts determined by Landlord to be due, subject to prompt refund by Landlord (without interest) upon any contrary determination.

40. Intentionally Omitted

41. Fixed Rent

(A) Fixed Rent includes an annual cumulative two and one-half (2- ¹/2%) percent increase intended to reimburse Landlord for anticipated increases in Building operating expenses in lieu of an operating expense or porter’s wage escalation provision, and shall be as follows:

Period	Fixed Rent per annum)
Year 1	[***]
Year 2	[***]
Year 3	[***]
Year 4	[***]
Year 5	[***]
Year 6	[***]
Year 7	[***]
Year 8	[***]
Year 9	[***]
Year 10	[***]
Year 11	[***]
Year 12	[***]
Year 13	[***]
Year 14	[***]
Year 15	[***]

As used in the above table, Year 1 begins on the Commencement Date and ends on the last day of the month in which occurs the first (1st) anniversary of the Commencement Date (unless the Commencement Date is the first day of a calendar month, in which case Year 1 ends on the day prior to the first (1st) anniversary of the Commencement Date). Year 2, and each successive Year, is the one (1) year period beginning on the day after the end of the previous Year.

42. Electricity

(A) Landlord shall furnish for Tenant’s use in the demised premises, at a location designated by Landlord, up to fifteen (15) watts of electric current per rentable square foot upon and subject to the terms and conditions set forth in this Article 42. In bringing such current from such designated location to the premises, Tenant shall use only such electrical contractors as are then on the approved list for the Building. Any additional current

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

-3-

required by Tenant shall be provided by Landlord, if available, at a cost of $250.00 per amp (for 208 volt service) if provided during the twelve (12) month period after the Commencement Date, and, if later provided, at Landlord’s then-standard charge. If at any time during the Term, whether before or after Tenant’s power is increased or decreased, Landlord reasonably determines that Tenant is not using any portion of the electric capacity then servicing the demised premises, then Landlord shall have the right to recapture any such power not then being used by Tenant without compensation to Tenant. Tenant’s consumption of electrical energy at the demised premises shall be measured by submeters installed by Landlord at Tenant’s expense.

(B) From and after the Commencement Date, Tenant shall purchase all electric current consumed in or in connection with the demised premises from Landlord or Landlord’s designated agent and shall pay therefor an amount equal to 107% of the sum of Landlord’s Average Cost Per Kilowatt and Landlord’s Average Cost Per Kilowatt Hour (as such terms are hereinafter defined) applied, respectively, to the kilowatts of demand and the kilowatt hours of consumption of all electricity utilized in or in connection with the demised premises during the applicable billing period, both as measured by the submeters for the demised premises.

“Landlord’s Average Cost Per Kilowatt” shall be determined by dividing (w) the total dollar amount billed to Landlord by the entity providing electric current to the Building (the “Electric Company”) for kilowatts of demand utilized by the Building for the relevant billing period (including, without limitation, all charges for fuel, “on-peak” and “off-peak” usage, “time of day” usage and any and all other relevant adjustments and charges), by (x) the total kilowatts of demand utilized by the Building for such billing period. “Landlord’s Average Cost Per Kilowatt Hour” shall be determined by dividing (y) the total dollar amount billed to Landlord by the Electric Company for kilowatt hours of consumption utilized by the Building for the relevant billing period (including, without limitation, all charges for fuel, “on-peak” and “off-peak” usage, “time of day” usage and any and all other relevant adjustments and charges), by (z) the total kilowatt hours of consumption utilized by the Building for such billing period.

(C) Where more than one submeter measures Tenant’s consumption of electricity, the service rendered through each submeter may be computed and billed separately in accordance with the provisions hereof. Bills therefor shall be rendered at such times as Landlord may elect and shall be payable on demand as additional rent. In the event that such bills are not paid within thirty (30) days after the same are rendered, Landlord may, without further notice, discontinue the service of electric current to the demised premises without releasing Tenant from any liability under this lease and without Landlord’s agent incurring any liability for any damage or loss sustained by Tenant by such discontinuance of service.

(D) Landlord shall not in any way be liable or responsible to Tenant for any loss, damage or expense that Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for Tenant’s requirements. Tenant’s use of electric current shall never exceed the capacity of existing feeders or risers to, or wiring installations in, the Building and the demised premises. Any riser or risers to supply Tenant’s electrical requirements will, upon written request of Tenant, be installed by Landlord at the sole cost and expense of Tenant if, in Landlord’s reasonable judgment, the same are necessary and will not cause adverse damage or injury to the Building or the operation thereof or the demised premises, cause or create a dangerous or hazardous condition, entail excessive or unreasonable alterations, repairs or expense or interfere with or disturb other tenants or occupants. In addition to the installation of such riser or risers, Landlord will also, at the sole cost and expense of Tenant, install all other equipment

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proper and necessary in connection therewith, subject to the aforesaid terms and conditions. All of such costs and expense shall be paid by Tenant to Landlord within fifteen (15) days after rendition of any bill or statement to Tenant therefor.

(E) Landlord may discontinue such service of electric current upon sixty (60) days notice to Tenant without being liable to Tenant therefor or without in any way affecting this lease or the liability of Tenant hereunder or causing a diminution of Fixed Rent. Such discontinuance shall not be deemed to be a lessening or diminution of service within the meaning of any law, rule or regulation now or hereafter enacted, promulgated or issued. In the event Landlord gives such notice of discontinuance, Landlord shall permit Tenant to receive such service direct from the Electric Company, in which event Tenant shall, at its own cost and expense, furnish and install all risers, service wiring, switches and other equipment necessary for such installation and required by the Electric Company and, at its own cost and expense, maintain and keep in good repair all such risers, wiring, switches and equipment.

(F) Tenant shall make no alterations or additions to the electric equipment and/or appliances presently installed in the demised premises without the prior written consent of Landlord in each instance. Rigid conduit only will be allowed.

(G) If any tax is imposed upon Landlord’s receipt from the sale or resale of electric energy to Tenant by any federal, state or municipal authority, where permitted by law, Tenant’s pro-rata share of such taxes shall be paid by Tenant to Landlord.

(H) Anything in Section (B) to the contrary notwithstanding, if the Commencement Date shall occur prior to the installation and proper calibration of the submeters, then (i) Tenant shall pay Landlord for Tenant’s consumption of electricity in the demised premises at the rate of $3,750.00 per month during the period commencing on the Commencement Date and ending on the day prior to the day on which Tenant occupies all or any part of the premises for the conduct of business; and (ii) from and after the date on which Tenant occupies all or a portion of the demised premises for the conduct of business and until the installation and proper calibration of the submeters, Tenant shall pay Landlord $7,500.00 per month on account, such payments to be retroactively adjusted based on the average kilowatts and kilowatt hours consumed over the first three (3) months after installation and proper calibration of the submeters. In addition, if during any time during the Term, it shall be determined that the submeters servicing the demised premises were malfunctioning, or if Tenant’s power is increased prior to the installation and proper calibration of any required additional meters, Tenant shall pay Landlord an amount reasonably estimated by Landlord’s electrical consultant to be the amount that would have been payable by Tenant had such malfunction not occurred or had the additional power been properly metered, as the case may be.

43. Restrictions on Use

(A) Anything in Article 2 to the contrary notwithstanding, Tenant shall not use or permit all or any part of the demised premises to be used for the: (1) storage for purpose of sale of any alcoholic beverage in the demised premises; (2) storage for retail sale of any product or material in the demised premises; (3) conduct of a manufacturing, printing or electronic data processing business, except that Tenant may operate business office reproducing equipment, electronic data processing equipment and other business machines for Tenant’s own requirements (but shall not permit the use of any such equipment by or for the benefit of any party other than Tenant); (4) rendition of any health or related services, conduct of a school or conduct of any business that results in the presence of the general public in the demised premises; (5) conduct of the business of an employment agency or

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executive search firm; (6) conduct of any public auction, gathering, meeting or exhibition; (7) conduct of a stock brokerage office or business; or (8) occupancy of a foreign, United States, state, municipal or other governmental or quasi-governmental body, agency or department or any authority or other entity that is affiliated therewith or controlled thereby.

(B) Tenant shall not use or permit all or any part of the demised premises to be used in any manner that is inconsistent with the character of the Building or so as to impose a burden upon Landlord in its operation that is materially in excess of that imposed by similar tenants.

(C) Tenant shall not obtain or accept for use in the demised premises ice, drinking water, food, beverage, towel, barbering, boot blacking, floor polishing, lighting maintenance, cleaning or other similar services from any party not theretofore approved by Landlord (which party’s charges shall not be excessive). Such services shall be furnished only at such hours, in such places within the demised premises and pursuant to such regulations as Landlord prescribes.

44. Assignment, Etc.

Supplementing Article 11:

(A) Tenant shall neither: (i) publicly advertise (which shall not include listing the premises with a broker) the availability of all or any part of the premises for assignment, sublease or occupancy at a rental rate less than the rental rate at which Landlord is then offering to lease comparable space in the Building; or (ii) assign this lease to or sublet to or permit the occupancy of all or any part of the demised premises by any other party that is then a tenant, subtenant, licensee or occupant of any space in the Building or that has negotiated with Landlord for space in the Building within the twelve (12) month period preceding the date of Landlord’s receipt of Tenant’s Notice pursuant to Section (B) (nor shall Tenant accept an assignment of a lease or sublet space from any tenant, subtenant, licensee or occupant of any space in the Building). Tenant shall designate Williams Real Estate Co. Inc. (or the then rental agent for the Building) as its exclusive agent in connection with any subletting of all or any part of the premises or any assignment of this lease.

(B) If Tenant wishes to assign this lease (a transfer of more than a fifty percent (50%) beneficial interest in Tenant, whether such transfer occurs at one time, or in a series of related transactions, and whether of stock, partnership interest or otherwise, by any party in interest being deemed an assignment of this lease), sublet all or any part of the demised premises or permit the demised premises to be occupied by any other party, Tenant shall first notify Landlord (“Tenant’s Notice”), specifying the name of the proposed assignee, subtenant or occupant, the name of and character of its business, the terms of the proposed assignment, sublease or occupancy (including, without limitation, the commencement and expiration dates thereof) and current information as to the financial responsibility and standing of the proposed assignee, sublessee or occupant and shall provide Landlord with such other information as it reasonably requests. If only a portion of the demised premises (not constituting an entire floor of the Building) is to be so sublet or occupied, Tenant’s Notice shall be accompanied by a reasonably accurate floor plan, indicating such portion. The portion of the demised premises to which such proposed assignment, sublease or occupancy is to be applicable is hereinafter referred to as the “Space.”

(C) Once Landlord has received Tenant’s Notice and such additional information as Landlord may reasonably request, it shall not unreasonably withhold its consent to the proposed assignment, sublease or occupancy (provided that the proposed use of the premises by the proposed assignee, subtenant or occupant complies

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with the terms of this lease, including, without limitation, Articles 2 and 43 hereof), but such consent shall be deemed of no effect if such assignment, sublease or occupancy is not consummated upon the terms set forth in Tenant’s Notice and within ninety (90) days after such consent is given.

(D) intentionally omitted.

(E) intentionally omitted

(F) Anything herein to the contrary notwithstanding, Tenant may not assign this lease or sublet all or any part of the demised premises prior to the expiration of the first year of the Term.

(G) No assignment of this lease shall be effective unless and until Tenant delivers to Landlord duplicate originals of the instrument of assignment (wherein the assignee assumes the performance of Tenant’s obligations under this lease) and any accompanying documents.

(H) In the event of any such assignment, Landlord and the assignee may modify this lease in any manner, without notice to Tenant or Tenant’s prior consent, without thereby terminating Tenant’s liability for the performance of its obligations under this lease, except that any such modification that, in any way, increases any of such obligations shall not, to the extent of such increase only, be binding upon Tenant.

(I) No sublease of all or any part of the demised premises shall be effective unless and until Tenant delivers to Landlord duplicate originals of the instrument of sublease (containing the provision required by Section (J)) and any accompanying documents. Any such sublease shall be subject and subordinate to this lease.

(J) Any such sublease shall contain substantially the following provisions:

(1) “In the event of a default under any underlying lease of all or any portion of the premises demised hereby that results in the termination of such lease, the subtenant hereunder shall, at the option of the lessor under any such lease (“Underlying Lessor”) , attorn to and recognize the Underlying Lessor as landlord hereunder and shall, promptly upon the Underlying Lessor’s request, execute and deliver all instruments necessary or appropriate to confirm such attornment and recognition. Notwithstanding such attornment and recognition, the Underlying Lessor shall not (a) be liable for any previous act or omission of the landlord under this sublease, (b) be subject to any offset, not expressly provided for in this sublease, that shall have accrued to the subtenant hereunder against said landlord, or (c) be bound by any modification of this sublease or by any prepayment of more than one month’s rent, unless such modification or prepayment shall have been previously approved in writing by the Underlying Lessor. The subtenant hereunder hereby waives all rights under any present or future law to elect, by reason of the termination of such underlying lease, to terminate this sublease or surrender possession of the premises demised hereby.

(2) This sublease may not be assigned or the premises demised hereunder further sublet, in whole or in part, without the prior written consent of the Underlying Lessor.”

(K) No assignment or sublease, whether or not consented to by Landlord and whether or not any such consent is required, shall release Tenant from its liability for the performance of Tenant’s obligations hereunder during the balance of the Term. Landlord’s consent to any assignment or sublease shall not constitute its consent to any (i) further assignment of this lease or of any permitted sublease or (ii) further sublease of all or any portion of the premises demised hereunder or under any permitted sublease. If a sublease to which Landlord has consented is assigned or all or

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any portion of the premises demised thereunder is sublet without the consent of Landlord in each instance obtained, Tenant shall immediately terminate such sublease, or arrange for the termination thereof, and proceed expeditiously to have the occupant thereunder dispossessed.

(L) Tenant shall pay to Landlord, promptly upon demand therefor, all reasonable, out of pocket costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) incurred by Landlord in connection with any assignment of this lease or sublease of all or any part of the demised premises.

(M) If Landlord shall give its consent to any assignment of this lease or to any sublease or if Tenant shall otherwise enter into any assignment or sublease permitted hereunder, Tenant shall in consideration therefor, pay to Landlord, as and when payable to Tenant:

(1) in the case of an assignment, fifty (50%) percent of the amount, if any, by which (a) all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale of Tenant’s fixtures, leasehold improvements, equipment, furniture, furnishings or other personal property less the then fair market value thereof) exceeds (b) the amount of any rental concessions and work allowance granted by Tenant or costs incurred by Tenant in preparing the demised premises for the assignee’s occupancy, plus all reasonable and customary Out-of-pocket expense reasonably incurred by Tenant directly relating to such assignment, such as the New York State and City Transfer Taxes (but not income taxes) , brokerage commissions, engineering, advertising and promotion expenses and legal fees; and

(2) in the case of a sublease, fifty (50%) percent of the amount, if any, by which (a) any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property, less, in the case of a sale thereof, the then fair market value thereof) exceeds (b) the sum of (x) the Fixed Rent and additional rent accruing during the term of the sublease in respect of the Space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms of this lease and (y) the amount of any rental concessions and work allowance granted by Tenant or costs incurred by Tenant in physically separating the Space from the rest of the demised premises or otherwise in preparing the Space for the subtenant’s occupancy, plus all reasonable and customary out-of-pocket expenses reasonably incurred by Tenant directly relating to such subletting, such as the New York State and City Transfer Taxes (but not income taxes), brokerage commissions, engineering, advertising and promotion expenses and legal fees, all as amortized over the term of such sublease.

(N) Notwithstanding the foregoing, Tenant shall not be required to obtain Landlord’s consent to, and Sections (B), (C), (D), (E), (F) and (M) of this Article shall not apply to, any sublease or assignment from Tenant to any party controlling, controlled by or under common control with Tenant (“control” and its variants meaning ownership of more than 50% of the equity interests in the party in question).

(O) Landlord acknowledges that the business to be conducted by Tenant in the demised premises requires the installation of certain communications equipment owned by customers of Tenant in the demised premises, in order for such customers to interconnect with Tenant’s terminal facilities. Landlord expressly agrees that Tenant may license the use of portions of the demised premises to its customers solely for the purpose of locating equipment therein without Landlord’s further consent; provided, however, that such

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license shall be granted only upon the execution by Tenant and its customers of an agreement that expressly provides that (i) such license and the rights of such licensee shall at all times be subordinate to this lease and shall not be binding on Landlord; (ii) such license will expire no later than the day prior to the expiration or earlier termination of this lease; and (iii) such” license shall be for equipment only and shall not grant to the licensee the right to occupy any portion of the Building or the demised premises. No such license shall become effective unless and until Tenant has delivered a fully executed counterpart thereof to Landlord.

45. Brokerage

Each of Tenant and Landlord represent that it dealt only with the Broker as broker in connection with this lease. Landlord shall pay the Broker’s commission therefor pursuant to a separate agreement. Each party shall indemnify the other against all loss, damage, liability, cost and expense (including reasonable attorney’s fees) pertaining to any other brokerage commission or like compensation that is based on alleged actions of the indemnifying party or its agents or representatives. The liability of the parties hereunder shall survive any expiration or termination of this lease.

46. Building Directory

(A) Landlord shall, upon Tenant’s request, list on the Building’s directory (“Directory”), the names of Tenant, any other party occupying any part of the demised premises pursuant hereto and their officers or employees, provided the number of Directory lines so provided by Landlord does not exceed Tenant’s Proportionate Share of the Directory’s capacity.

(B) The listing of any party’s name other than Tenant’s shall neither grant such party any right or interest in this lease and/or the demised premises nor constitute Landlord’s consent to any assignment or sublease to or occupancy by such party. Such listing may be terminated by Landlord at any time, without prior notice. The initial listing(s) on the Directory shall be provided by Landlord without charge to Tenant. Thereafter, Tenant shall pay Landlord’s standard fee for any work performed in connection with any additions, deletions or changes to the Directory.

47. Exculpatory Clause

(A) Anything herein to the contrary notwithstanding, the liability of Landlord and the partners of, or any other party that holds any interest in, Landlord for negligence, failure to perform lease obligations or otherwise under or in connection with this lease shall be limited to each of their respective interests in the Land and Building. Tenant shall neither seek to enforce nor enforce any judgment or other remedy against any other asset of Landlord, any partner of Landlord or any party that holds any interest in Landlord.

(B) In any claim made by Tenant against Landlord alleging that Landlord has acted unreasonably where Landlord had an obligation to act reasonably, Tenant shall have no right to recover damages from Landlord and Tenant’s sole and exclusive recourse against Landlord shall be an action seeking specific performance of Landlord’s obligation to act reasonably.

48. Submission to Jurisdiction, Etc.

(A) This lease shall be deemed to have been made in New York County, New York, and shall be construed in accordance with the laws of the State of New York. All actions or proceedings relating, directly or indirectly, to this lease shall be litigated only in courts located within the County of New York. Tenant, any guarantor of the performance of its obligations hereunder (“Guarantor”) and

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their respective successors and assigns hereby subject themselves to the jurisdiction of any state or federal court located within such county, waive the personal service of any process upon them in any action or proceeding therein and consent that such process may be served by certified or registered mail, return receipt requested, directed to Tenant and any successor at Tenant’s address hereinabove set forth, to Guarantor and any successor at the address set forth in the instrument of guaranty and to any assignee at the address set forth in the instrument of assignment. Such service shall be deemed made two days after such process is so mailed.

(B) Whenever any default by either party causes the other to incur attorneys’ fees and/or any other costs or expenses, the defaulting party agrees that it shall pay and/or reimburse the other for such actual and reasonable fees, costs or expenses within thirty (30) days after being billed therefor.

(C) If any monies owing by either party to the other under this lease are paid more than fifteen (15) days after the date such monies are due and payable pursuant to the provisions of this lease, the party owing such monies shall pay the other interest thereon, at the so-called prime or base rate of Citibank, N.A. from time to time in effect plus two (2%) percent per annum, but not in excess of the then maximum lawful rate, for the period from the date such monies were payable to the date such monies are paid.

(D) The submission of this lease to Tenant shall not constitute an offer by Landlord to execute and exchange a lease with Tenant and is made subject to Landlord’s acceptance, execution and delivery thereof.

49. Requests by Mortgagee or Others

(A) If any present or prospective mortgagee of the Land, Building or any leasehold interest therein requires, as a condition precedent to issuing or extending its loan, the modification of this lease in such manner as does not lessen Tenant’s rights or increase its obligations hereunder (except in each case to a de minimis extent), Tenant shall not delay or withhold its consent to such modification and shall execute and deliver such confirming documents therefor as such mortgagee requires.

(B) If Landlord, in conjunction with any proposed sale or mortgaging of all or any portion of the Land and Building or any leasehold interest therein, requests the delivery of financial statements or other information relating to the financial condition of Tenant, Tenant shall deliver such financial statements, certified if available, or such other information (to the extent available) within ten (10) days after Landlord’s written request therefor. All such information shall be kept strictly confidential by Landlord and such prospective purchaser or mortgagor, except to the extent required by Law.

50. Delivery of Demised Premises; Commencement Date

(A) Landlord makes no representations concerning the condition of the demised premises or the equipment, if any, located therein. The demised premises shall be leased to Tenant in their “as is” condition on the date Landlord receives possession thereof from New York City (“NYC”) and Landlord shall not be required to perform any work to prepare the demised premises for Tenant’s occupancy, except that, with reasonable diligence after Landlord receives possession of Floor 9 from NYC, Landlord will (w) demolish, in a Building standard manner, the existing improvements therein, including the removal of friable asbestos, if any, therein, but not including floor tile, even if asbestos-containing, as to which Landlord will have no responsibility or obligation; (x) provide the electrical capacity referred to in Section (A) of Article 42 hereof; (y) construct Building standard demising walls separating the demised premises from the balance of Floor 9; and

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(z) construct Building standard public corridors and elevator lobby permitting access from the demised premises to the common facilities on Floor 9 (the work described in clauses (w), (x), (y) and (z) is herein called “Landlord’s Work”). The demised premises will be delivered free of refuse and rubbish. The taking of possession of the demised premises by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was so taken, the demised premises and the Building were in good and satisfactory condition.

(B) The Commencement Date will be the date on which Landlord delivers vacant possession of the demised premises to Tenant with Landlord’s Work substantially complete. Landlord undertakes promptly to commence Landlord’s Work once it receives possession of Floor 9, to prosecute Landlord’s Work diligently to completion, and to deliver the demised premises to Tenant promptly after the substantial completion of Landlord’s Work. Tenant understands that Floor 9 is currently occupied by NYC and that the existing occupancy agreement for Floor 9 is scheduled to expire on or before March 31, 2000. Tenant agrees to accept the demised premises when Landlord delivers the same. Landlord agrees to notify Tenant as promptly as possible of any information it receives as to the likely Commencement Date and not to modify the existing occupancy agreement for Floor 9 so as to delay the expiration or earlier termination thereof.

(C) If NYC fails to vacate Floor 9 on or before the expiration or earlier termination of its right of occupancy thereof, Landlord shall, at Landlord’s expense, diligently pursue all available legal remedies in order to obtain vacant possession of Floor 9, including, without limitation, diligently seeking execution upon its judgment and warrant of eviction with respect thereto, and shall keep Tenant apprised of the status of such efforts. The parties acknowledge that, by reason of the practices and procedures of the Civil Court of New York County, Landlord and Tenant Part, and the fact that Floor 9 is occupied by NYC, it may not be possible for Landlord expeditiously to recover vacant possession of Floor 9 if NYC holds over. Therefore, no such holdover shall entitle Tenant to recover damages or any other amount from Landlord or to terminate this lease at any time (except as provided in the next sentence) , nor shall Landlord be required to make any payment to, or enter into any agreement with, NYC or any other party to facilitate or accomplish the recovery of vacant possession of Floor 9. Notwithstanding the foregoing provisions of this Section (C), however, if the Commencement Date has not occurred by December 31, 2000, then Tenant shall have the right, as its exclusive remedy, to terminate this lease by notice to Landlord delivered no later than January 15, 2001, time being of the essence (but in any event not after the Commencement Date) . If Tenant gives such notice, then this lease shall immediately terminate and expire and be of no further force and effect and neither party shall have any further rights or obligations pursuant hereto, except with respect to Article 45 hereof. The provisions of this Section are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law.

51. Insurance

During the Term, Tenant shall pay for and keep in force general liability policies in standard form protecting against all liability occasioned by accident or occurrence, subject to customary exclusions, and containing only such “deductibles” as Landlord reasonably approves, such policies to be written by recognized and well-rated insurance companies licensed to transact business in the State of New York, authorized to issue such policies, and reasonably approved by Landlord. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an amount of not less than $3,000,000 for injury (or death) and damage to property. If at any time during the Term it appears that public liability or property damage limits in the City

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of New York for buildings similarly situated, due regard being given to the use and occupancy thereof, are higher than the foregoing limits, then Tenant shall increase the foregoing limits accordingly. Landlord (and each member thereof in the event Landlord is a partnership, joint venture or other entity) and Landlord’s managing agent (Landlord’s current managing agent is Williams Real Estate Co. Inc.) shall be named as additional insured in the aforesaid insurance policies. Tenant shall also secure and keep in force “all risk” property insurance, including loss by fire and, by means of the standard extended coverage endorsement, loss or damage by such other casualties as may be covered thereby, covering all of its personal property, equipment, trade fixtures, goods, merchandise, furniture, furnishings and other items removable by Tenant located in the premises for the full replacement value thereof from time to time. All such policies shall provide that Landlord shall be afforded not less than thirty (30) days’ prior notice of cancellation of said insurance. Tenant shall deliver Acord 27 certificates of insurance evidencing such policies, or certified copies or duplicate originals of the policies and reasonably satisfactory evidence of payment of premiums if requested by Landlord. All premiums and charges for the aforesaid insurance shall be paid by Tenant. If Tenant shall fail to maintain any such required insurance, or to pay the premiums therefor when due, Landlord may obtain such insurance or make such payment and the cost thereof to Landlord shall be repaid to Landlord by Tenant on demand as additional rent. Tenant shall not violate or permit to be violated any condition of any of said policies and Tenant shall perform and satisfy the requirements of the companies writing such policies.

52. Bankruptcy

Without limiting any of the provisions of Articles 16, 17 or 18 hereof, if, pursuant to the Bankruptcy Code of 1978, as the same may be amended, Tenant is permitted to assign this lease in disregard of the obligations contained in Articles 11 and 44 hereof, Tenant agrees that adequate assurance of future performance by the assignee permitted under such Code shall mean the deposit of cash security with Landlord in an amount equal to the sum of one year’s Fixed Rent then reserved hereunder plus an amount equal to all additional rent payable under this lease for the calendar year preceding the year in which such assignment is intended to become effective, which deposit shall be held by Landlord, without interest, for the balance of the Term as security for the full and faithful performance of all of the obligations under this lease on the part of Tenant yet to be performed. If Tenant receives or is to receive any valuable consideration for such an assignment of this lease, such consideration, after deducting therefrom (A) the brokerage commissions, if any, and other expenses reasonably incurred by Tenant for such assignment and (B) any portion of such consideration reasonably designated by the assignee as paid for the purchase of Tenant’s property in the demised premises, shall be and become the sole and exclusive property of Landlord and shall be paid over to Landlord directly by such assignee. In addition, adequate assurance shall mean that any such assignee of this lease shall have a net worth, exclusive of good will, equal to at least fifteen (15) times the aggregate of the Fixed Rent reserved hereunder plus all additional rent for the preceding calendar year as aforesaid.

53. Local Law 5/Required Alterations

Supplementing Article 6:

(A) All work performed or installations made by Tenant (or by Landlord at Tenant’s request and expense) in and to the demised premises shall be done in a fashion such that the demised premises and the Building shall be in compliance with the requirements of Local Law 5 of 1973 of The City of New York, as heretofore and hereafter amended (“Local Law 5”). The foregoing shall include, without limitation, (i) compliance with the compartmentalization

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requirements of Local Law 5, (ii) relocation of existing fire detection devices, alarm signals and/or communication devices necessitated by the alteration of the demised premises, and (iii) installation of such additional fire control or detection devices as may be required by Law as a result of Tenant’s manner of use of the demised premises. In addition, Tenant shall cause the demised premises to be connected to the Building “Class E” system and arrange to have the demised premises and Tenant added to the “Class E” computer.

(B) Except to the extent of the negligence or intentional misconduct of Landlord or its agents or employees, Landlord shall not be responsible for any damage to Tenant’s fire control or detection devices nor shall Landlord have any responsibility for the maintenance or replacement thereof. Tenant shall indemnify Landlord from and against all loss, damage, cost, liability or expense (including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by Landlord by reason of the installation and/or operation of any such devices.

(C) All work and installations required to be undertaken by Tenant pursuant to this Article shall be performed at Tenant’s sole cost and expense and in accordance with plans and specifications and by contractors previously approved by Landlord.

(D) The fact that Landlord shall have heretofore consented to any installations or alterations made by Tenant in the demised premises shall not relieve Tenant of its obligations pursuant to this Article with respect to such installations or alterations.

(E) If any utility company or governmental or quasi-governmental authority requires any work, installation or improvement to be made to the Building in connection with any Alteration performed by Tenant, the installation or operation of equipment or machinery in the demised premises or for any other reason relating to Tenant’s manner of use or occupancy of the demised premises, Tenant shall reimburse Landlord for the cost of such work, installation or improvement on demand.

54. Tenant’s Alterations

(A) Tenant shall not make or perform, or permit the making or performance of, any alterations, installations, improvements, additions or other physical changes in or about the demised premises (collectively, “Alterations”) without Landlord’s prior consent. Landlord agrees not unreasonably to withhold its consent to any Alterations that are nonstructural and that do not affect the Building’s systems and facilities, provided that such Alterations are performed only by contractors or mechanics first approved by Landlord, do not affect any part of the Building other than the demised premises (including, without limitation, the exterior thereof), do not adversely affect any service required to be furnished by Landlord to Tenant or to any other tenant or occupant of the Building and do not reduce the value or utility of the Building. All Alterations shall be done at Tenant’s expense and at such times and in such manner as Landlord may from time to time reasonably designate pursuant to the conditions for Alterations prescribed by Landlord for the Building (“Alteration Regulations”). Prior to making any Alterations, Tenant (i) shall submit to Landlord detailed plans and specifications (including layout, architectural, mechanical and structural drawings) for each proposed Alteration and shall not commence any such Alteration without first obtaining Landlord’s approval of such plans and specifications, (ii) shall, at its expense, obtain all permits, approvals and certificates required by any governmental or quasi-governmental bodies, and (iii) shall furnish to Landlord duplicate original policies of worker’s compensation insurance (covering all persons to be employed by Tenant and Tenant’s contractors and subcontractors in connection with such Alteration) and comprehensive public liability (including property damage coverage) insurance in such form, with such companies, for such periods and

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in such amounts as Landlord may reasonably require, naming Landlord and its agents as additional insureds. Upon completion of such Alteration, Tenant, at Tenant’s expense, shall obtain certificates of final approval of such Alteration required by any governmental or quasi-governmental bodies and shall furnish Landlord with copies thereof and shall, within thirty (30) days of such completion, deliver a set of final “as built” drawings to Landlord reflecting the Alteration. All Alterations shall be made and performed in accordance with the Alteration Regulations. All materials and equipment (not including Tenant’s telecommunications equipment) to be incorporated in the demised premises as a leasehold improvement as a result of all Alterations shall be new and first quality. No such materials or equipment incorporated into the premises shall be subject to any lien, encumbrance, chattel mortgage, title retention or security agreement. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the demised premises, whether in connection with any Alteration or otherwise, if, in Landlord’s sole but good faith discretion, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others. In the event of any such interference or conflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics or laborers causing such interference or conflict to leave the Building immediately.

(B) No approval of any plans or specifications by Landlord or consent by Landlord allowing Tenant to make any Alterations or any inspection of Alterations made by or for Landlord shall in any way be deemed to be an agreement by Landlord that the contemplated Alterations comply with any legal requirements or insurance requirements or the certificate of occupancy for the Building nor shall it be deemed to be a waiver by Landlord of the compliance by Tenant of any provision of this lease.

(C) Tenant shall promptly reimburse Landlord for all reasonable, out-of-pocket fees, costs and expenses including, but not limited to, those of attorneys, architects and engineers, reasonably incurred by Landlord in connection with the review of Tenant’s plans and specifications and inspecting the Alterations to determine whether the same are being or have been performed in accordance with the approved plans and specifications therefor and with all legal and insurance requirements.

55. Estoppel Certificate

Tenant, at any time, and from time to time, upon at least twenty (20) days’ prior notice by Landlord, shall execute, acknowledge and deliver to Landlord, and/or to any other person, firm or corporation specified by Landlord (“Recipient”), a statement certifying that this lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which the Fixed Rent and additional rent have been paid, stating whether or not there exists any default by Landlord under this lease, and, if so, specifying each such default, and any other matters reasonably requested by Landlord or the Recipient.

56. Holdover

In the event Tenant shall hold over after the expiration of the Term, the parties hereby agree that Tenant’s occupancy of the demised premises after the expiration of the Term shall be upon all of the terms set forth in this lease except that Tenant shall pay as a use and occupancy charge for the holdover period an amount equal to the higher of (A) an amount equal to two times the pro rata Fixed Rent and additional rent payable by Tenant during the last year of the Term (provided, however, that the multiplier shall be reduced to one and one-half for the first month of such holdover

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period and one and three-quarters for the second month of such holdover period); or (B) an amount equal to the then market rental value for the demised premises, as established by Landlord’s good faith estimate of such market rental value.

57. Conditional Limitation

In the event that twice in any twelve (12) month period (A) a default of the kind set forth in Section 17(1) shall have occurred or (B) Tenant shall have defaulted in the payment of Fixed Rent or additional rent, or any part of either, and in each such case Landlord shall have commenced a summary proceeding to dispossess Tenant in each such instance, then, notwithstanding that such defaults may have been cured at any time after the commencement of such summary proceeding, any further default by Tenant within such twelve (12) month period shall be deemed to be a violation of a substantial obligation of this lease by Tenant and Landlord may serve a written three (3) days’ notice of cancellation of this lease upon Tenant and, upon the expiration of said three (3) days, this lease and the Term shall end and expire as fully and completely as if the expiration of such three (3) day period were the day herein definitely fixed for the end and expiration of this lease and the Term and Tenant shall then quit and surrender the demised premises to Landlord, but Tenant shall remain liable as elsewhere provided in this Lease.

58. Limitation on Rent

If on the Commencement Date, or at any time during the Term, the Fixed Rent or additional rent reserved in this lease is not fully collectible by reason of any federal, state, county or city law, proclamation, order or regulation, or any direction of any public officer or body pursuant to law (collectively, “Rent Law”), Tenant agrees to take such steps as Landlord may request to permit Landlord to collect the maximum rents that may be legally permissible from time to time during the continuance of such legal rent restriction (but not in excess of the amounts reserved therefor under this lease). Upon the termination of such legal rent restriction, Tenant shall pay to Landlord, to the extent permitted by the Rent Law, an amount equal to (A) the Fixed Rent and additional rent that would have been paid pursuant to this lease but for such legal rent restriction, less (B) the Fixed Rent and additional rent paid by Tenant to Landlord during the period such legal rent restriction was in effect.

59. Acceptance of Keys

If Landlord, or Landlord’s managing or rental agent accepts from Tenant one or more keys to the demised premises in order to assist Tenant in showing the demised premises for subletting or other disposition or for the performance of work therein for Tenant or for any other purpose, the acceptance of such key or keys shall not constitute an acceptance of a surrender of the demised premises nor a waiver of any of Landlord’s rights or Tenant’s obligations under this lease including, without limitation, the provisions relating to assignment and subletting and the condition of the demised premises.

60. Security Deposit

(A) Supplementing Article 34, the Security Deposit shall take the form of an irrevocable letter of credit (the “Letter of Credit”) in the amount of the Security Deposit issued by a New York City commercial bank acceptable to Landlord in its sole but good faith discretion, and in the form of the letter of credit annexed hereto as Exhibit B, to be held by Landlord as the Security Deposit in accordance with Article 34 and this Article 60. The Letter of Credit shall (i) initially expire not less than one (1) year from the Commencement Date or the date of issuance if delivered to Landlord thereafter, (ii) provide for automatic renewals for periods of not less than one (1) year, and (iii) have a final

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expiration date not less than three (3) months after the Expiration Date. Tenant shall pay to Landlord, on demand and as additional rent hereunder, all fees and charges paid by Landlord to the bank issuing the Letter of Credit in connection with the transfer of same to any future owner of the Building. In the event of a default by Tenant in the performance of any of the terms, provisions and conditions of this lease, Landlord shall be permitted to draw down any portion or the entire amount of the Letter of Credit and apply the proceeds or any part thereof in accordance with Article 34 of this lease and retain the balance for the Security Deposit. Landlord shall also have the right to draw down any portion or the entire amount of the Letter of Credit in the event that Landlord receives notice that the date of expiry of the Letter of Credit will not be extended by the issuing bank and retain the proceeds for the Security Deposit. If Landlord shall have drawn against the Letter of Credit and applied all or any portion thereof, or if Landlord shall have applied any portion of any cash Security Deposit, then Tenant shall deposit with Landlord, upon demand, a sufficient amount of cash to bring the balance of the monies held by Landlord to the amount of the Security Deposit. In addition, at any time that Landlord is holding cash as the Security Deposit, Landlord may demand by notice to Tenant that Tenant provide a Letter of Credit in the total amount of the required Security Deposit (upon receipt of which Landlord will deliver the cash security to Tenant), and if Tenant fails to provide such Letter of Credit within ten (10) business days after such demand is given, Landlord may itself arrange for the issuance thereof, using the cash security it is then holding, and Tenant shall upon demand reimburse Landlord, as additional rent, for the amount by which the cost thereof, including fees and other costs of issuance, exceeds the cash security being held by Landlord. Tenant’s failure to comply with the provisions of this Article will entitle Landlord to exercise all the same remedies as are available in the event of a default in the payment of Fixed Rent.

(B) Tenant will be permitted to reduce the amount of the Security Deposit to $750,000.00 on the second (2nd) anniversary of the Commencement Date. Notwithstanding anything to the contrary contained herein, no reduction in the Security Deposit shall be permitted unless on the date of reduction no default exists hereunder that has continued beyond any applicable notice and/or cure period. If the Security Deposit is in cash, Landlord will pay to Tenant the amount of any applicable reduction within fifteen (15) business days after Tenant’s request therefor. If the Security Deposit is a Letter of Credit, Landlord will accept a Letter of Credit in the proper reduced amount in exchange for the existing Letter of Credit, or will enter into an amendment of the Letter of Credit reducing the amount thereof to the proper reduced amount.

61. Definitions of “Landlord” and “Owner”

The terms “Owner” and “Landlord,” whenever used in this lease (including, without limitation, in Article 31), shall have the same meaning.

62. Landmark Designation

Tenant is hereby notified that the premises are subject to the jurisdiction of the Landmarks Preservation Commission. In accordance with sections 25-305, 25-306, 25-309 and 25-310 of the Administrative Code of the City of New York and the rules set forth in Title 63 of the Rules of the City of New York, any demolition, construction, reconstruction, alteration or minor work as described in such sections and such rules may not be commenced within or at the premises without the prior written approval of the Landmarks Preservation Commission. Tenant is notified that such demolition, construction, reconstruction, alterations or minor work includes, but is not limited to, (a) work to the exterior of the premises involving windows, signs, awnings, flagpoles, banners and storefront alterations and (b) interior work to the premises that (i) requires a permit from the Department of Buildings or

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(ii) changes, destroys or affects an interior architectural feature of an interior landmark or an exterior architectural feature of an improvement that is a landmark or located on a landmark site or in a historic district.

63. Hazardous Materials

(A) Tenant shall not cause nor permit Hazardous Materials (as defined below) to be used, transported, stored, released, handled, produced or installed in or from the demised premises during the Term or any holdover period, except that inflammable or combustible (but not explosive) items may be brought into and used within the demised premises in limited quantities to the extent currently needed for the operation of customary office equipment, so long as done in compliance with all Laws. The term “Hazardous Materials” shall mean, for the purposes hereof, any flammable, explosive or radio-active materials, hazardous wastes, hazardous or toxic substances or related materials, asbestos or any material containing asbestos, or any other substance or material, as defined by any present or future Law, including, without limitation, the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, the Hazardous Materials Transportation Act, as amended, the Resources Conservation and Recovery Act, as amended, Superfund Amendment and Reauthorization Act of 1986 and in the regulations adopted and publications promulgated pursuant to each of the foregoing. In the event of a breach of the provisions of this Article 63 (except to the extent caused by the actions or wrongful omissions of Landlord or its agents, employees or contractors), Landlord, in addition to all of its rights and remedies under this lease and pursuant to Law, may require Tenant to remove any such Hazardous Materials from the demised premises or the Building in the manner prescribed for such removal by all requirements of Law. The provisions of this Article 63 shall survive the expiration or sooner termination of this lease.

(B) If any Hazardous Material or friable asbestos (other than floor tile) is discovered in the premises and is not the responsibility of Tenant as above provided and is required by applicable Law to be removed or encapsulated, then, as Tenant’s sole remedy, Landlord will at Landlord’s expense and with reasonable promptness remove or encapsulate such Hazardous Material or friable asbestos in accordance with Law.

64. Interconnections

(A) Subject to Landlord’s prior approval, which will not be unreasonably withheld, Tenant shall have the right to install and run both vertical and horizontal communication interconnections, via conduit, wave guide and ceramic duct, provided that such installation is performed in accordance with all applicable Laws and the relevant provisions of this lease including, without limitation, Articles 3, 6 and 54 and in accordance with plans and specifications previously approved by Landlord. Prior to any cable pulls being installed through any conduits running through other tenant spaces, Tenant shall present a copy of an agreement between Tenant and such other tenant (reasonably satisfactory to Landlord) whereby such other tenant consents to Tenant making the proposed connection or other installation.

(B) All interconnections shall conform to the following specifications:

(1) The conduit shall be supported a minimum of every 10 linear feet.

(2) The conduit shall be tagged each 15 linear feet, with letters a minimum of 2-1/2 inches in height, as required by Landlord in its approval letter.

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(3) All penetrations of fire-rated partitions or slabs shall be fire-stopped with a UL approved material of equal or greater rating.

(4) Tenant shall inform the building manager on completion of the installation for final inspection and approval.

(5) Tenant’s sub-contractor must coordinate all work with the building manager and other tenants affected by the work.

(6) All conduit shall be rigid conduit or elastic metal tubing. Tenant acknowledges that the use of any other type of conduit is inherently risky, particularly in an environment, like the Building, that has very numerous conduit runs and that will have many more. If, however, Tenant requests, and Landlord permits, plastic flexible conduit (that will be permitted, if at all, only for fiber cable), then Tenant acknowledges that such installation will be at Tenant’s sole risk, and Tenant hereby agrees to indemnify Landlord and its partners, and the respective directors, officers, agents and employees of Landlord and its partners (collectively, the “Landlord Parties”), and to hold the Landlord Parties harmless, against and from all loss, damage, cost, liability or expense (‘including, without limitation, reasonable attorneys’ fees and disbursements) suffered or incurred by Landlord by reason of any claim arising from the installation and/or use of any such conduit or any damage resulting to any cable installed therein, whether or not arising in whole or in part from the negligence of any Landlord Party.

(C) Whether Tenant makes use of an existing means of interconnection in the Building or installs a new means of interconnection, Tenant shall pay an annual charge, payable in equal monthly installments along with monthly installments of Fixed Rent, of $400.00 per 100 linear feet (or part thereof), initially, increasing by four (4%) percent per annum on a cumulative basis on January 1, 2001 and on each January 1 thereafter throughout the Term.

(D) Tenant agrees that the charges set forth in Section (C) shall be effective as of the date of Landlord’s approval of the applicable installation. If this lease is renewed, such charges during the renewal term may, at Landlord’s option, be increased to those then generally prevailing in the Building.

65. Landlord’s Access

Supplementing Article 13, upon reasonable prior notice to Tenant (which need not be in writing), except in an emergency when no notice shall be required, Landlord and other tenants, licensees and occupants of the Building shall have access to the Building electrical closets, electrical distribution systems, shafts and conduits located within the demised premises.

66. Square Footage

Landlord and Tenant mutually agree, although without making any representations whatsoever, that for all purposes of this lease the demised premises shall be deemed to contain 30,000 rentable square feet.

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67. Casualty Damage

Anything in Article 9 to the contrary notwithstanding: (1) if an independent contractor chosen by Landlord estimates that Landlord’s portion of any restoration necessitated by damage or destruction to the demised premises by fire or other casualty (collectively “Casualty”) cannot be substantially completed within nine (9) months after the occurrence of the Casualty, Landlord shall so notify Tenant and Tenant may terminate this lease by notice sent to Landlord within thirty (30) days after receipt of Landlord’s notice (time being of the essence); and (2) If Landlord’s portion of any restoration necessitated by Casualty has not been substantially completed within nine (9) months after the occurrence of the applicable Casualty, then Tenant may terminate this lease by notice sent to Landlord within thirty (30) days after the expiration of such nine (9) month period (time being of the essence). In either such event, this lease shall terminate on the date such notice is sent. On or before such effective date, Tenant shall vacate and surrender possession of the demised premises in the condition required by this lease, Fixed Rent and other amounts payable under this lease shall be prorated as of such effective date and the parties shall have no further rights or obligations hereunder.

Notwithstanding the foregoing, the nine (9) month period referred to in clause (2) above shall be extended by up to an additional three (3) months to the extent such restoration is delayed due to adjustment of insurance claims or circumstances of the nature set forth in Article 27 or otherwise beyond Landlord’s reasonable control.

68. 24-Hour Access

Subject to the Building-wide security rules and to circumstances of force majeure, Tenant shall have access to the demised premises 24 hours a day, 365 days a year.

69. Landlord’s Exercise of Self-Help

Any reservation of a right by Landlord to enter upon the demised premises and to make or perform any repairs, alterations, or other work in, to, or about the demised premises that, in the first instance, is Tenant’s obligation pursuant to this lease, shall not be deemed to (a) impose any obligation on Landlord to do so; (b) render Landlord liable to Tenant or to any third party for Landlord’s failure to do so; or (c) relieve Tenant from any obligation to indemnify Landlord as otherwise provided in this lease.

70. Tenant’s Option to Extend

(A) Provided that this lease is then in full force and effect and Tenant is not in default hereunder after notice and expiration of any applicable grace period, Tenant shall have the option to extend the Term for one (1) additional period of five (5) years (the “Extension Term”). The Extension Term shall commence on the day after the initial Expiration Date and shall expire on the fifth (5th) anniversary of the initial Expiration Date, unless the Extension Term shall sooner end pursuant to any of the terms, covenants or conditions of this lease or pursuant to law. Tenant shall give Landlord written notice of Tenant’s exercise of such option on or before the date that is one (1) year prior to the initial Expiration Date (the time of exercise being of the essence), and upon Tenant timely giving such notice, the Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Extension Term had originally been included in the Term; the word “Term,” whenever used herein, shall include the Extension Term; and the Expiration Date shall thereupon be deemed to be the last day of the Extension Term. All of the terms, covenants and conditions of this lease shall continue in full force and effect during the Extension Term,

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including items of additional rent and escalation, which shall remain payable on the terms (including the Base Year and including the cumulative two and one-half (2.5%) percent annual increase in Fixed Rent in lieu of operating expense or porters’ wage escalation, such increase in the first year of the Extension Term to be based on the Fixed Rent during the last year of the initial Term and thereafter to be based on the Fixed Rent for the preceding year) herein set forth, except that: (i) the Fixed Rent shall be as determined in accordance with Section (B) of this Article, (ii) there shall be no rent concession, work or work allowance to be furnished by Landlord, and (iii) Tenant shall have no further right to extend the Term. Tenant may extend the Term with respect only to the entire demised premises, and not with respect to only a part thereof.

(B) The Fixed Rent payable by Tenant for the premises during the Extension Term shall be greater of (i) the annual Fixed Rent in effect during the final year of the Term or (ii) the fair market rental value of the premises based upon the criteria set forth in subsection (3) of this Section (B) (the “FMRV”), determined as follows:

(1) Beginning on the date that is one (1) year prior to the commencement of the Extension Term, Landlord and Tenant shall negotiate in good faith to agree upon the FMRV. If Landlord and Tenant cannot reach agreement by the date that is nine (9) months prior to the commencement of the Extension Term, Landlord and Tenant shall each select a reputable, qualified, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings in lower Manhattan for the type of space represented by the premises (such brokers are referred to herein, respectively, as “Landlord’s Broker” and “Tenant’s Broker”), who shall confer promptly after their selection by Landlord and Tenant and shall negotiate in good faith to agree upon the FMRV. If Landlord’s Broker and Tenant’s Broker cannot reach agreement by the date that is seven (7) months prior to the commencement of the Extension Term, then, no later than the date that is six (6) months prior to the commencement of the Extension Term, they shall designate a third reputable, qualified, licensed real estate broker having an office in New York County and familiar with the rentals then being charged in the Building and in comparable buildings in lower Manhattan for the type of space represented by the premises (the “Independent Broker”). Upon the failure of Landlord’s Broker and Tenant’s Broker timely to agree upon the designation of the Independent Broker, then the Independent Broker shall be appointed by a Justice of the Supreme Court of the State of New York upon ten (10) days notice, or by any other court in New York County having jurisdiction and exercising functions similar to those exercised by the Supreme Court of the State of New York. Concurrently with such appointment, Landlord’s Broker and Tenant’s Broker shall each submit a letter to the Independent Broker, with a copy to Landlord and Tenant, setting forth such broker’s estimate of the FMRV, taking into consideration the factors referenced in subsection (3) of this Section (B) (respectively “Landlord’s Broker’s Letter” and “Tenant’s Broker’s Letter”).

(2) If the FMRV’s set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter differ by an amount equal to $250,000.00 or less for each year during the Extension Term, the FMRV shall be deemed the average of the FMRV’s set forth in Landlord’s Broker’s Letter and Tenant’s Broker’s Letter. If such differential is more than $250,000.00, the Independent Broker shall conduct such investigations and hearings as he or she may deem appropriate and shall, within sixty (60) days after the date of his or her designation, choose either the FMRV set forth in Landlord’s Broker’s Letter or that set forth in Tenant’s Broker’s Letter to be the FMRV and such choice shall be binding upon Landlord and Tenant. Landlord and Tenant shall each pay the fees and expenses of its respective broker. The fees and expenses of the Independent Broker shall be shared equally by Landlord and Tenant.

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(3) The FMRV shall be the fair market rental value, as of the first day of the Extension Term, of space comparable to the premises in lower Manhattan, taking into account the special character of the Building as a telecommunications industry specialty building, the then existing condition of the premises, the nature of the escalation and alternative escalation provisions and the Base Year as set forth in this lease, which shall not be changed, as well as the benefit to Tenant of being able to remain in its existing space and thus being spared the cost, inconvenience and interruption of business operations of relocating, the absence of any rent concession or work contribution from Landlord, and all other relevant terms and conditions of this lease.

(C) If the Fixed Rent for the Extension Term has not been determined by the first day thereof, then the Fixed Rent to be paid by Tenant to Landlord until such determination has been made shall be the FMRV set forth in Landlord’s Broker’s Letter. After such determination has been made, any excess rental theretofore paid by Tenant to Landlord shall be credited by Landlord against the next ensuing Fixed Rent payable by Tenant to Landlord.

(D) Promptly after the Fixed Rent has been determined, Landlord and Tenant shall execute, acknowledge and deliver an agreement setting forth the Fixed Rent for the Extension Term, as finally determined, provided that the failure of the parties to do so shall not affect their respective rights and obligations under this lease.

71. Mortgagee Consent; Non-Disturbance

(A) This lease is subject to the consent (“Consent”) of The Travelers Insurance Company (“Travelers”), the holder of the existing mortgage (the “Mortgage”) on the Land and Building. If Landlord has not received the Consent within sixty (60) days after the execution and exchange of this lease (which Consent Landlord shall seek with good faith and diligence), then Landlord shall have the right to terminate this lease by notice to Tenant delivered within fifteen (15) days after the expiration of such sixty (60) day period, time being of the essence. If Landlord gives such notice, then this lease shall immediately terminate and expire and be of no further force and effect and neither party shall have any further rights or obligations pursuant hereto, except with respect to Article 45 hereof.

(B) Landlord will use reasonable, good faith efforts (but without the obligation to expend any money or to execute any documents) to obtain for Tenant’s benefit an agreement (an “NDA”) in Travelers’ standard form to the effect that, in the event of any foreclosure of the Mortgage, Travelers will not make Tenant a party defendant to such foreclosure (unless required by applicable law, in which event Tenant would receive equivalent protection) nor disturb its possession under this lease, provided Tenant shall not be in default thereunder beyond any applicable grace period; provided, however, that Landlord’s inability to obtain an NDA from Travelers shall not be deemed a default on Landlord’s part of its obligations under, or affect the validity of, this lease or impose any claim in favor of Tenant against Landlord by reason thereof

72. Miscellaneous

(A) If Tenant needs additional basement space for fuel tank(s) , Landlord will provide the same, if available and feasible, at a rental of [***] per rentable square foot per year (“Basement Rental”), which Basement Rental will increase on each January 1 throughout the Term, commencing on January 1, 2001, by two and one-half (2-1/2%) percent (cumulative) . Promptly after Tenant takes any basement space, Landlord and Tenant shall execute and deliver an amendment to this lease documenting the space so leased, the initial Basement Rental and the increases therein as aforesaid, and such other Building-standard terms as may be applicable to the leasing of basement space.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(B) Tenant hereby agrees that Landlord may provide for a secondary means of egress through the demised premises to the existing fire stair should applicable Law so require, the location of which shall be reasonably acceptable to Tenant and the construction of which shall be performed using all reasonable efforts to minimize any disturbance to Tenant’s operations.

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EX-10.9

Exhibit 10.9

AMENDMENT OF LEASE

This Amendment of Lease (this “Agreement”), dated as of the August 1, 2003, between HUDSON TELEGRAPH ASSOCIATES, L.P., a New York limited partnership, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).

W I T N E S S E T H:

WHEREAS:

A. Landlord and Tel^x Communications Corporation (Tenant’s predecessor) entered into a lease dated as of July 6, 1999 (as amended to date, the “Existing 9^th Floor Lease”) pursuant to which Tenant now leases a portion of the 9^th floor in the building (the “Building”) known as 60 Hudson Street, New York, New York, the Expiration Date of which is presently April 30, 2015.

B. Landlord and Tenant wish to amend the Existing 9^th Floor Lease to provide for additional condenser water service to the premises demised under the Existing 9^th Floor Lease.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, Landlord and Tenant agree that the Existing 9^th Floor Lease is hereby amended as follows:

1. All terms contained in this Agreement shall, for the purposes hereof, have the same meanings ascribed to them in the Existing 9^th Floor Lease unless otherwise defined herein. As used herein, the term “Lease” shall mean the Existing 9^th Floor Lease as amended by this Agreement and as the same may be hereafter amended.

2. The Existing 9^th Floor Lease is hereby amended by restating Article 73 to read, in its entirety, as follows:

“73. Condenser Water

(A) Landlord approves, in principle, subject to Tenant’s compliance with all applicable provisions of the Lease, Tenant’s installation of water-cooled supplemental air conditioning systems reasonably acceptable to Landlord (collectively, the “Supplemental System”) located throughout the demised premises with a combined capacity of not more than one hundred forty (140) tons. Tenant will retain Alpha Mechanical to construct the Supplemental System and to connect it to the Building’s condenser water riser (in one or more stages) in accordance with plans approved by Landlord and will pay Alpha Mechanical directly for the cost thereof. There shall be no tap-in charge, but Tenant shall pay to Landlord, upon execution of the contract(s) with Alpha Mechanical, an administrative and supervisory fee equal to five (5%) percent of the amount payable to Alpha Mechanical for its work in connection with the Supplemental System. Subject to all applicable provisions of the applicable Lease (including specifically, but without limitation, Article 27), Landlord agrees to reserve for Tenant’s use the condenser water necessary to operate the Supplemental System.

(B) Beginning on October 1, 2000, Tenant shall pay Landlord a charge in the initial amount of $1,000.00 per ton per annum (“Condenser Water Charge”) for the first twenty (20) tons of condenser water capacity reserved for Tenant’s use pursuant to Section (A) hereinabove. On January 1, 2001, and on each January 1 thereafter throughout the Term of the applicable Lease, the Condenser Water Charge will increase by two and one-half (2 ¹/2%) percent of the Condenser Water Charge in effect on the immediately preceding day. On October 1, 2002, Tenant shall begin

payment for the next 60 tons of condenser water. Beginning on August 1, 2003, tenant shall begin payment for the next thirty (30) tons. The Condenser Water Charge shall be paid in twelve (12) equal monthly installments, on the first day of each month during the Term of the applicable Lease, as additional rent. Thus, as of August 1, 2003, the aggregate condenser water capacity is one hundred ten (110) tons. The aggregate condenser water charge is $ 118,457.97.

(C) Landlord will provide additional condenser water capacity, to the extent then available, from time to time at Tenant’s request at the then-prevailing Building rate therefor.

(D) Tenant shall, at its expense, make all necessary repairs and perform all necessary maintenance work to maintain the Supplemental System in working order and condition.”

3. The covenants, agreements, terms and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, and, except as otherwise provided in the applicable Lease, their respective assigns.

4. Except as amended by this Agreement, the Existing 9 ^th Floor Lease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and the Existing 9^th Floor Lease, as so amended, is hereby in all respects ratified and confirmed.

5. Tenant covenants, represents and warrants that Tenant has had no dealings or communications with any broker or agent in connection with the consummation of this Agreement other than Williams Real Estate Co. Inc. (the “Broker”) and Tenant covenants and agrees to indemnify Landlord from and against all costs, expenses (including reasonable attorneys’ fees and disbursements) and liability for any commission or other compensation claimed by any broker or agent (other than the Broker) with respect to this Agreement.

6. This Agreement may not be changed orally, but only by writing signed by the party against whom enforcement thereof is sought.

7. The submission of this Agreement to Tenant shall not constitute an offer by Landlord to execute and exchange this Agreement with Tenant and is made subject to Landlord’s acceptance, execution and delivery thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

HUDSON TELEGRAPH ASSOCIATES, L.P.
By:	Sixty Hudson Management LLC, general partner
By:
Name:
Manager
COLO PROPERTIES, INC.
By:	/s/ Jonathan Lawrence
Name:	Jonathan Lawrence
Title:	CFO & COO

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EX-10.10

Exhibit 10.10

AMENDMENT OF LEASE

This Amendment of Lease (this “Agreement”), dated as of the 1st day of November 1, 2005, between 60 HUDSON OWNER LLC (successor to Hudson Telegraph Associates, L.P., formerly known as Hudson Telegraph Associates), a Delaware limited liability company, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).

W I T N E S S E T H:

WHEREAS:

A. Landlord’s predecessor and tel^x Communications Corporation (Tenant’s predecessor) entered into a lease dated as of July 6, 1999 (as amended to date, the “Existing 9^th Floor Lease”) pursuant to which Tenant now leases a portion of the 9^th floor in the building (the “Building”) known as 60 Hudson Street, New York, New York, the Expiration Date of which is presently April 30, 2015.

B. Landlord and Tenant wish to amend the Existing 9^th Floor Lease to provide for additional condenser water service to the premises demised under the Existing 9^th Floor Lease.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, Landlord and Tenant agree that the Existing 9^th Floor Lease is hereby amended as follows:

1. All terms contained in this Agreement shall, for the purposes hereof, have the same meanings ascribed to them in the Existing 9^th Floor Lease unless otherwise defined herein. As used herein, the term “Lease” shall mean the Existing 9^th Floor Lease, as amended by this Agreement and as the same may be hereafter amended.

2. The Existing 9^th Floor Lease is hereby amended by restating Article 73 to read, in its entirety, as follows:

“73. Condenser Water

(A) Landlord approves, in principle, subject to Tenant’s compliance with all applicable provisions of the Lease, Tenant’s installation of water-cooled supplemental air conditioning systems reasonably acceptable to Landlord (collectively, the “Supplemental System”) located throughout the demised premises with a combined capacity of not more than one hundred forty (140) tons. Tenant will retain a contractor reasonably approved by Landlord (“Contractor”) to construct the Supplemental System and to connect it to the Building’s condenser water riser (in one or more stages) in accordance with plans approved by Landlord and will pay the contractor directly for the cost thereof. There shall be no tap-in charge, but Tenant shall pay to Landlord, upon execution of the contracts) with the contractor, an administrative and supervisory fee equal to five (5%) percent of the amount payable to the contractor for its work in connection with the Supplemental System. Subject to all applicable provisions of the applicable Lease (including specifically, but without limitation, Article 27), Landlord agrees to reserve for Tenant’s use the condenser water necessary to operate the Supplemental System.

(B) Beginning on October 1, 2000, Tenant shall pay Landlord a charge in the initial amount of $1,000.00 per ton per annum (“Condenser Water Charge”) for the first twenty (20) tons of condenser water capacity reserved for Tenant’s use pursuant to Section (A) hereinabove. On January 1, 2001, and on each January 1 thereafter throughout the Term of the applicable Lease, the Condenser Water Charge will increase by two and one-half (2 ¹/2%) percent of the Condenser Water Charge in effect on the immediately preceding day. Beginning on October 1, 2002, Tenant shall commence payment for the next sixty (60) tons of condenser water capacity. Beginning on August 1,2003, Tenant shall commence payment for the next thirty (30) tons of condenser water capacity. Beginning on November 1,2005, Tenant shall commence payment for the final thirty (30) tons of condenser water capacity. The Condenser Water Charge shall be paid in twelve (12) equal monthly installments, on the first day of each month during the Term of the Existing 9^th Floor Lease, as additional rent. Thus, as of November 1, 2005, the aggregate condenser water capacity is one hundred forty (140) tons and the aggregate Condenser Water Charge is $158,397.15 per annum.

(C) Landlord will provide additional condenser water capacity, to the extent then available, from time to time at Tenant’s request at the then-prevailing Building rate therefor.

(D) Tenant shall, at its expense, make all necessary repairs and perform all necessary maintenance work to maintain the Supplemental System in working order and condition.”

3. The covenants, agreements, terms and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, and, except as otherwise provided in the applicable Lease, their respective assigns.

4. Except as amended by this Agreement, the Existing 9 ^th Floor Lease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and the Existing 9^th Floor Lease, as so amended, is hereby in all respects ratified and confirmed.

5. Tenant covenants, represents and warrants that Tenant has had no dealings or communications with any broker or agent in connection with the consummation of this Agreement other than Williams Real Estate Co. Inc. (the “Broker”) and Tenant covenants and agrees to indemnify Landlord from and against all costs, expenses (including reasonable attorneys’ fees and disbursements) and liability for any commission or other compensation claimed by any broker or agent (other than the Broker) with respect to this Agreement.

6. This Agreement may not be changed orally, but only by a writing signed by the party against whom enforcement thereof is sought.

7. The submission of this Agreement to Tenant shall not constitute an offer by Landlord to execute and exchange this Agreement with Tenant and is made subject to Landlord’s acceptance, execution and delivery thereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

60 HUDSON OWNER LLC
By:	HUDSON TELEGRAPH ASSOCIATES, L.P., its managing member
	By:	Sixty Hudson Management LLC, general partner
		By:
		Name:
		Manager

COLO PROPERTIES, INC.
By:	/s/ Jonathan Lawrence
Name:	Jonathan Lawrence
Title:	CFO

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EX-10.11

Exhibit 10.11

Confidential Treatment Requested by The Telx Group, Inc.

AMENDMENT OF LEASE

This Amendment of Lease (this “Agreement”), dated as of this 15^th day of May, 2006, between 60 HUDSON OWNER LLC (successor to Hudson Telegraph Associates, L.P., formerly known as Hudson Telegraph Associates), a Delaware limited liability company, having an office c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Landlord”), and COLO PROPERTIES, INC. (successor to telx Communications Corporation), a Delaware corporation, having an address at 17 State Street, 33^rd Floor, New York, New York 10004 (“Tenant”).

W I T N E S S E T H:

WHEREAS:

A. Landlord and Tenant are the present parties to a lease dated as of July 6, 1999, as amended to date (“Existing 9^th Floor Lease”), pursuant to which Tenant now leases a portion of the 9^th floor (“9^th Floor Premises”) in Landlord’s building at 60 Hudson Street, New York, New York (“Building”). The present Expiration Date of the Existing 9^th Floor Lease is April 30, 2015.

B. Landlord and Tenant wish to amend the Existing 9^th Floor Lease as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, Landlord and Tenant agree that the Existing 9^th Floor Lease hereby is amended as follows:

1. Definitions. All defined terms herein shall have the same meanings ascribed to them in the Existing 9^th Floor Lease. The Existing 9^th Floor Lease, as amended by this Agreement and as the same may be hereafter amended, is hereinafter sometimes referred to as the “Amended 9^th Floor Lease.”

2. Extension of Term of Existing 9^th Floor Lease. The Term of the Existing 9^th Floor Lease hereby is extended from May 1, 2015 through October 31, 2017 (“9^th Floor Extended Term”). Therefore, October 31, 2017 is the new “Expiration Date” of the Amended 9 ^th Floor Lease. During the 9^th Floor Extended Term, the 9^th Floor Premises shall be leased to Tenant on all presently applicable terms and conditions of the Existing 9^th Floor Lease, except that Fixed Rent with respect to the 9^th Floor Premises shall be at the rate of [***] per annum for the period from May 1, 2015 through April 30, 2016, [***] per annum for the period from May 1, 2016 through April 30, 2017 and [***] per annum (appropriately pro rated) for the period from May 1, 2017 through October 31, 2017.

3. Leasing of Additional Space in the Building.

(A) As of the date of this Agreement (“Additional Premises Commencement Date”) and for the balance of the Term of the Amended 9^th Floor Lease, the premises demised by the Amended 9^th Floor Lease shall constitute the 9^th Floor Premises, plus the following additional portions of the Building:

(i) The portion of the 11^th floor at the Building (“11^th Floor Premises”) indicated by hatching on Exhibit A annexed hereto;

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

(ii) The portion of the ground floor at the Building (“Ground Floor Premises”) indicated by hatching on Exhibit B annexed hereto; and

(iii) The portion of the basement at the Building (“Basement Premises”) indicated by hatching on Exhibit C annexed hereto.

The 9^th Floor Premises, the 11^th Floor Premises, the Ground Floor Premises and the Basement Premises are sometimes hereinafter collectively called the “Current Premises.” The 11^th Floor Premises, the Ground Floor Premises and the Basement Premises are sometimes hereinafter collectively called the “Additional Premises.”

(B) The 11^th Floor Premises may be used solely for the purposes permitted by Article 2 and any other applicable provisions (and not prohibited by Article 43 and any other applicable provision) of the Existing 9^th Floor Lease. The Ground Floor Premises may be used solely for the installation and operation of an emergency power generator (“Generator”) which will service only Tenant’s business operations in the Current Premises. The Basement Premises may be used solely for the installation and operation of a fuel tank and related equipment to service the Generator (“Fuel Tank”). Under all applicable circumstances, the leasing of the Basement Premises and the Ground Floor Premises and the installation and operation of the Generator in the Ground Floor Premises and the Fuel Tank in the Basement Premises shall be upon and subject to all terms and conditions of the Amended 9^th Floor Lease (including, without limitation, Article 6 thereof).

(C) The Current Premises shall be leased to Tenant in its “as is” condition on the Additional Premises Commencement Date, reasonable wear and tear excepted, and Landlord shall not be required to perform any work to prepare the Current Premises for Tenant’s occupancy. The taking of possession of the Current Premises by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was taken, the Current Premises and the Building were in good and satisfactory condition. Notwithstanding the foregoing, reasonably expeditiously after the Additional Premises Commencement Date, Landlord Shall furnish Tenant with an ACP-5 form for the Additional Premises.

(D) Tenant shall be permitted to use all equipment currently installed in the 11^th Floor Premises in its “as is” condition on the Additional Premises Commencement Date. Tenant acknowledges that Landlord makes no representation, and shall have no obligations, with respect to the condition, state of repair, operation, suitability, legal compliance or any other matter whatsoever with respect to any such equipment.

(E) Anything herein to the contrary notwithstanding, it shall be Landlord’s responsibility to cure all violations of record (including, without limitation, obtaining any necessary permits for the Generator, Fuel Tank and related equipment and installations, to the extent such equipment is located in the Additional Premises) pertaining to the Additional Premises existing on the Additional Premises Commencement Date. Landlord shall do so with reasonable expedition thereafter.

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4. Fixed Rent for the Additional Premises.

(A) The Fixed Rent for the Additional Premises (which includes an annual cumulative two and one-half (2 ¹/2%) percent increase intended to reimburse Landlord for anticipated increases in Building operating expenses, in lieu of operating expense escalation or so-called porter’s wage escalation) shall be as set forth in the following table:

Period	Fixed Rent Per Annum
Additional Premises Commencement Date – 4/30/2007	[***]
5/1/2007 – 4/30/2008	[***]
5/1/2008 – 4/30/2009	[***]
5/1/2009 – 4/30/2010	[***]
5/1/2010 – 4/30/2011	[***]
5/1/2011 – 4/30/2012	[***]
5/1/2012 – 4/30/2013	[***]
5/1/2013 – 4/30/2014	[***]
5/1/2014 – 4/30/2015	[***]
5/1/2015 – 4/30/2016	[***]
5/1/2016 – 4/30/2017	[***]
5/1/2017 – 10/31/2017	[***]

The foregoing Fixed Rent payable for the Additional Premises shall be in addition to all Fixed Rent payable for the 9^th Floor Premises and shall be appropriately pro rated for the period from 5/1-10/31/2017.

(B) Provided Tenant is not in default under the Amended 9^th Floor Lease after the giving of any notice and the expiration of any applicable grace period, the Fixed Rent allocable to the Additional Premises only shall abate fully for the first six (6) months following the Additional Premises Commencement Date and by the amount of [***] for each of the seventh (7^th) and eight (8^th) months following the Additional Premises Commencement Date.

5. Additional Rent for the Additional Premises. It is the intention of the parties that additional rent payable by Tenant pursuant to the Amended 9^th Floor Lease shall be calculated separately for the 9^th Floor Premises and the Additional Premises. The calculations with respect to the 9^th Floor Premises shall be made pursuant to the applicable provisions of Articles 37 and 39 of the Existing 9^th Floor Lease. The calculations for the Additional Premises shall be made pursuant to the applicable provisions of Articles 37 and 39 of the Existing 9^th Floor Lease with the following modifications:

(A) “Base Tax Year” for the Additional Premises shall mean the Real Estate Taxes as finally determined for the tax fiscal year ending June 30, 2006;

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(B) “Base Year Taxes” for the Additional Premises shall mean the Real Estate Taxes as finally determined for the Base Tax Year;

(C) “Subsequent Tax Year” for the Additional Premises shall mean any tax fiscal year commencing on or after July 1, 2006; and

(D) ‘Tenant’s Proportionate Share” for the Additional Premises shall mean 1.057%.

6. Elimination and/or Modification of the Applicability of Provisions of the Existing 9^th Floor Lease with respect to the Additional Premises.

(A) The provisions of Articles 41, 50, 71 and 72 of the Existing 9^th Floor Lease shall be inapplicable to the leasing of the Additional Premises pursuant hereto.

(B) The following provision is inserted at the end of Section 43(A) of the Existing 9^th Floor Lease:

“Notwithstanding the foregoing, Landlord and Tenant acknowledge that the 11^th Floor Premises presently is served by an existing electrical capacity of 800 amps of electrical capacity at 208/110 volts (“800 Amps”) and that the foregoing provisions of this Section 43(A) only entitle Tenant to utilize 362 amps thereof without additional charge. Tenant wishes to utilize the entire 800 Amps and have the additional 438 amps of electrical capacity at 208/110 volts (“Additional Amperage”) continue to serve the 11^th Floor Premises, and, simultaneously with the execution and exchange of this Agreement, is paying Landlord $32,850.00 for the right to so utilize the Additional Amperage.”

(C) Article 51 of the Existing Lease is deleted in its entirety and the following is substituted therefor:

“51. Insurance

During the Term, Tenant shall pay for and keep in force general liability policies in standard form providing coverage on an occurrence basis including bodily injury and property damage liability, personal injury liability, contractual liability and fire legal liability, all subject to common terms and conditions. Such insurance is to be primary insurance, notwithstanding any insurance maintained by the indemnified parties, shall cover the operations of Tenant and shall contain no deductible or self-insurance except as reasonably approved by Landlord. Such insurance is to be secured with New York licensed insurers authorized to issue such policies, and reasonably approved by Landlord. The minimum limits of liability shall be a combined single limit for bodily injury and property damage of not less than $3,000,000.00 per

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occurrence and annual aggregate per location. If at any time during the Term it appears that public liability or property damage limits in the City of New York for buildings similarly situated, due regard being given to the use and occupancy thereof, are higher than the foregoing limits, then Tenant shall increase the foregoing limits accordingly. Landlord (and each member thereof in the event Landlord is a partnership, joint venture or other entity) and Landlord’s managing agent (Landlord’s current managing agent is GVA Williams) shall be named as additional insureds in the aforesaid insurance policies. Tenant shall also secure and keep in force “all risk” property insurance covering all of its personal property, equipment, trade fixtures, goods, merchandise, furniture, furnishings and other items removable by Tenant located in the premises for the full replacement value thereof from time to time. All such policies shall guarantee that Landlord shall be afforded not less than thirty (30) days’ prior notice of cancellation, non-renewal or material change of or to said insurance. Tenant shall deliver ACORD 25 or 28, as appropriate, or the nearest equivalent if any such form is discontinued or superseded, certificates of insurance evidencing such policies, including the additional insureds as required above. Tenant shall Supply renewal certificates no less than ten (10) days prior to expiration. All premiums and charges for the aforesaid insurance shall be paid by Tenant. If Tenant shall fail to maintain any such required insurance, or to pay the premiums therefor when due, Landlord may obtain such insurance or make such payment and the cost thereof to Landlord shall be repaid to Landlord by Tenant on demand as additional rent. Tenant shall not violate or permit to be violated any condition of any of said policies and Tenant shall perform and satisfy the requirements of the companies writing such policies.”

(D) Article 55 of the Existing Lease is deleted in its entirety and the following is substituted therefor:

“55. Estoppel Certificate

Tenant, at any time, and from time to time, upon at least twenty (20) days’ prior notice by Landlord, shall execute, acknowledge and deliver to Landlord, and/or to any other party, firm or corporation specified by Landlord (“Recipient”), a statement (1) certifying that this lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (2) stating the dates to which Fixed Rent and additional rent then payable under this lease have been paid, (3) stating whether or not, to

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the best of Tenant’s knowledge, there exists any defaults by Landlord under this lease and, if so, specifying each such default, (4) confirming that Tenant has accepted possession of and is currently occupying the demised premises for the conduct of business, (5) stating the commencement and expiration dates of this lease, (6) stating whether or not, to Tenant’s best knowledge, there are any existing defenses to or offsets against Landlord’s enforcement of this lease and Tenant’s obligation to pay Extended Term Fixed Rent and additional rent hereunder, and (7) furnishing any other information that may be reasonably requested by the Recipient.”

7. Increase in Security Deposit. The amount of the Security Deposit under the Existing 9^th Floor Lease is increased by $266,490.00, which shall be accomplished by way of an amendment to the existing Letter of Credit under the Existing 9^th Floor Lease, adjusting the amount thereof to the sum of $1,158,870.00, which shall not be subject to reduction during the balance of the Term of the Existing 9^th Floor Lease. At any time that Landlord is holding cash as the Security Deposit, Landlord may demand, by notice to Tenant, that Tenant provide a Letter of Credit in the total amount of the required Security Deposit (upon receipt of which Landlord will return such cash to Tenant), and, if Tenant fails to provide such Letter of Credit within fifteen (15) business days after such demand is given, Landlord may arrange for the issuance thereof, using the cash it is then holding, and Tenant shall, upon demand, reimburse Landlord for the amount by which the cost of the issuance thereof, including fees and other reasonable costs of issuance, exceeds the cash being held by Landlord. The Security Deposit under the Amended 9^th Floor Lease and/or any Security Deposit(s) held under any leases of space in the Building between Landlord and Tenant shall serve as security under all of such leases and the Amended 9^th Floor Lease.

8. Condenser Water.

(A) Landlord approves, in principle, subject to Tenant’s compliance with all applicable provisions of the Amended 9^th Floor Lease, Tenant’s installation of water-cooled supplemental air conditioning system (within the 11^th Floor Premises) which are reasonably acceptable to Landlord and have a combined capacity of not more than sixty (60) tons (collectively, the “11^th Floor Supplemental System”), Landlord shall reserve condenser water sufficient to enable Tenant to install such 11^th Floor Supplemental System for a period of ninety (90) days after the Additional Premises Commencement Date. Tenant will obtain a contractor reasonably approved by Landlord (“Contractor”) to operate the 11^th Floor Supplemental System and to connect it to the Building’s condenser water riser in accordance with plans approved by Landlord and will pay the Contractor directly for the cost thereof. There shall be no tap in charge, but Tenant shall pay to Landlord, upon execution of the contract(s) with the Contractor, an administrative and supervisory fee equal to five (5%) percent of the amount payable to the Contractor for its work in connection with the 11^th Floor Supplemental System. Subject to all applicable provisions of the Amended 9^th Floor Lease (including specifically, but without limitation, Article 27), Landlord agrees to furnish for Tenant’s use the condenser water necessary to operate the 11^th Floor Supplemental System.

(B) Effective from and after the date that the 11^th Floor Supplemental System is connected to the Building’s condenser water riser, Tenant shall pay Landlord a charge in the initial amount of $1,000.00 per ton per annum (“Condenser Water Charge”) for the number of tons of air conditioning capacity of the 11^th Floor Supplemental System pursuant to Section (A)

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hereinabove. On January 1, 2007, and on each January 1 thereafter throughout the Term of the Amended 9^th Floor Lease, the Condenser Water Charge will increase by two and one-half (2 ¹/2%) percent of the Condenser Water Charge in effect on the immediately preceding day. The Condenser Water Charge shall be paid in twelve (12) equal monthly installments, on the first day of each month during the Term of the Amended 9^th Floor Lease.

(C) Landlord will provide additional condenser water capacity, to the extent then available, from time to time at Tenant’s request at the then-prevailing Building rate therefor.

(D) Tenant shall, at its expense, make all necessary repairs and perform all necessary maintenance work to maintain the 11^th Floor Supplemental System in good working order and condition and shall surrender the same in such condition at the end of the Term of the Amended 9^th Floor Lease.

9. Leasing of Additional Space on the 11^th Floor of the Building.

(A) By notice sent to Tenant at any time from and after August 1, 2007 (“Landlord’s 11^th Floor Notice”), Landlord may cause Tenant to lease the portion of the 11^th floor at the Building adjacent to the 11^th Floor Premises and indicated by hatching on Exhibit D annexed hereto (“Additional 11^th Floor Premises”). Landlord and Tenant, having made due investigation to their mutual satisfaction, hereby agree that the Additional 11^th Floor Premises constitutes 9,713 rentable square feet.

(B) From and after the date Landlord sends Landlord’s 11^th Floor Notice (“Additional 11^th Floor Premises Commencement Date”), the Additional 11^th Floor Premises shall be leased to Tenant upon and subject to all then applicable terms and conditions of the Amended 9^th Floor Lease, with the following modifications:

(i) The Additional 11^th Floor Premises may be used solely for the purposes permitted by Article 2 and any other applicable provisions (and not prohibited by Article 43 and any other applicable provision) of the Amended 9^th Floor Lease;

(ii) The Additional 11^th Floor Premises shall be leased to Tenant in its “as is” condition on the Additional 11^th Floor Premises Commencement Date, reasonable wear and tear excepted, and Landlord shall not be required to perform any work to prepare the Additional 11^th Floor Premises for Tenant’s occupancy. However, the leasehold improvements and/or equipment listed on Exhibit F annexed hereto shall be present in the Additional 11^th Floor Premises on the Additional 11^th Floor Premises Commencement Date. The taking of possession of the Additional 11^th Floor Premises by Tenant shall be conclusive evidence as against Tenant that, at the time such possession was taken, the Additional 11^th Floor Premises were in good and satisfactory condition. Notwithstanding the foregoing, reasonably expeditiously after the Additional 11^th Floor Premises Commencement Date, Landlord shall furnish Tenant with an ACP-5 form for the Additional 11^th Floor Premises;

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(iii) (a) The Fixed Rent for the Additional 11 ^th Floor Premises (which includes an annual cumulative two and one-half (2 ¹/2%) percent increase intended to reimburse Landlord for anticipated increases in Building operating expenses in lieu of operating expense escalation or so-called porter’s wage escalation) shall be as set forth in the following table:

Period	Fixed Rent Per Annum
Annual period commencing on the Additional 11th Floor Premises Commencement Date (“Year 1”)	[***]
Annual Period following Year 1 (“Year 2”)	[***]
Annual Period following Year 2 (“Year 3”)	[***]
Annual Period following Year 3 (“Year 4”)	[***]
Annual Period following Year 4 (“Year 5”)	[***]
Annual Period following Year 5 (“Year 6”)	[***]
Annual Period following Year 6 (“Year 7”)	[***]
Annual Period following Year 7 (“Year 8”)	[***]
Annual Period following Year 8 (“Year 9”)	[***]
Period beginning on the date following the end of Year 9 and ending on October 31, 2017 (“Year 10”)	[***]

The foregoing Fixed Rent payable for the Additional 11^th Floor Premises shall be in addition to all Fixed Rent payable for the Current Premises and shall be appropriately pro rated for Year 10.

(b) Provided Tenant is not in default under the Amended 9^th Floor Lease after the giving of any notice and the expiration of any applicable grace period, the Fixed Rent allocable to the Additional 11^th Floor Premises only shall abate fully for the first six (6) months following the Additional 11^th Floor Premises Commencement Date and by the amount of [***] for each of the seventh (7^th) and eighth (8^th) months following the Additional 11^th Floor Premises Commencement Date.

(iv) It is the intention of the parties that additional rent payable by Tenant for the Additional 11^th Floor Premises shall be calculated in the same manner as the additional rent payable for the Additional Premises (as set forth in Paragraph 5 hereof), except that Tenant’s Proportionate Share for the Additional 11^th Floor Premises shall be 1.156%.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(C) Notwithstanding the foregoing provisions of this Paragraph 9, Tenant acknowledges and agrees that Landlord will, from and after the date hereof, be attempting to lease the Additional 11^th Floor Premises to another party. At such time as Landlord has delivered or received a written offer from another party and, based on negotiations with such party, believes in good faith that it is close to a meeting of the minds with such party with respect to the material economic terms for a lease of the entire Additional 11^th Floor Premises, Landlord shall so notify Tenant (“Refusal Space Offer Notice”) and offer to lease the Additional 11^th Floor Premises to Tenant upon the terms and conditions reflected in Subparagraph (B) hereinabove, except that the term of such leasing shall be coterminous with the Amended 9^th Floor Lease. If Tenant fails to notify Landlord of its acceptance of such offer within ten (10) days after the Refusal Space Offer Notice is sent, then Tenant shall be deemed to have waived its rights under this subparagraph (C) with respect to the Additional 11^th Floor Premises and Landlord shall have the absolute right to lease the entire Additional 11^th Floor Premises to any other party. No such waiver of such rights of Tenant shall affect Landlord’s rights under subparagraphs (A) and (B) of this Paragraph 9.

(D) If Tenant timely accepts the offer set forth in the Refusal Space Offer Notice, the Additional 11^th Floor Premises shall be leased to Tenant from and after the date Tenant so accepts such offer (which date thereupon automatically shall become the Additional 11^th Floor Premises Commencement Date pursuant to subparagraphs (C) and (D) of this Paragraph 9) and the Additional 11^th Floor Premises shall be leased to Tenant upon and subject to the terms and conditions set forth in subparagraph (B) of this Paragraph 9, except that (i) Year 10 shall be the annual period following Year 9, and (ii) Year 11, if applicable, shall be the period beginning on the date following the end of Year 10 and ending on October 31, 2017 (for which the Fixed Rent per annum shall be [***], appropriately pro rated).

(E) Whenever the Additional 11^th Floor Premises becomes leased to Tenant pursuant to this Paragraph 9, the Security Deposit under the Amended 9^th Floor Lease shall be increased by $291,390.00, which increase shall be accomplished by the procedure, and be governed by the provisions, set forth in Paragraph 7 hereof.

10. USA Patriot Act

(A) Certification. Tenant hereby certifies that:

(i) It is not acting, directly or indirectly, for or on behalf of any person, group, entity or nation named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and Blocked Person” or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule or regulation that is enforced or administered by the Office of Foreign Assets Control; and

(ii) It is not engaged in the transaction reflected in this Agreement, directly or indirectly on behalf of, or instigating or facilitating such transaction, directly or indirectly on behalf of, any such person, group, entity, or nation.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(B) Indemnification. Tenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against any and all loss, damage, liability, cost and expense of any nature (including reasonable attorneys’ fees and costs) arising from or related to any breach of the foregoing certification.

(C) Assignment and/or Subletting. If Tenant assigns any of its leases of space at the Building (“Leases”), the assignee under such assignment shall be required to expressly provide any certification reasonably required by Landlord which relates to the USA Patriot Act. Any sublease of all or any portion of the premises demised under any of the Leases (“Space”) shall require the sublessee to expressly provide any certification reasonably required by Landlord which relates to the USA Patriot Act.

11. Certain Restrictions. As a material inducement to Landlord to enter into this Agreement, Tenant covenants, on behalf of itself and its successors and assigns, that (w) it will not hold itself out as operating a so-called Building sanctioned “meet-me room,” carrier or telecom hotel, or other similar type of interconnection facility for the telecommunications industry which utilizes the name or address of the Building or otherwise indicates that such operation is in any manner affiliated with the Building; (x) it will exercise its best efforts to avoid creating the impression within the marketplace that Tenant’s business operations have any affiliation with the Building; (y) it will cause any entity hereafter subleasing, licensing or otherwise occupying or maintaining equipment in any Space (“User”) to agree, in writing, to comply with the covenants set forth in (w) and (x) hereinabove and use its best efforts to have existing Users act consistently with such covenants; and (z) it will recognize the validity of Landlord’s trademarks as set forth in Exhibit E hereto and will refrain from using any of such trademarks or any other term that could be readily confused with Landlord’s trademarks. Tenant acknowledges and agrees that the covenants and restrictions set forth in this Paragraph are a material inducement for Landlord to enter into this Agreement with Tenant and a default hereunder shall be deemed a material default under this Agreement (and also under each of the Leases) for which Landlord shall have all of its rights and remedies set forth in the Leases and at law. Among any other remedies for any such default permitted by law or the provisions of the Leases, Landlord shall be entitled to enjoin Tenant from any violation of such covenants and restrictions.

12. Mortgage Provisions. Supplementing all applicable provisions of the Existing 9^th Floor Lease (including, without limitation, Article 7 thereof), the Amended 9^th Floor Lease is subject and subordinate to the first mortgage on the Building. In the event of a foreclosure of such mortgage, Tenant shall attorn to the mortgagee thereunder (“Mortgagee”) and any subsequent owner or purchaser of the Building and/or the land on which it stands (“Successor Owner”). At the request of the Successor Owner, Tenant shall execute an instrument or instruments confirming such attornment.

13. Brokerage. Tenant covenants, represents and warrants that Tenant has had no dealings or communications with any broker or agent, other than Williams Real Estate Co. Inc. (“Williams”), in connection with the consummation of this Agreement. Landlord agrees to pay a commission to Williams pursuant to a separate agreement. Tenant covenants and agrees to indemnify Landlord from and against all costs, expenses (including reasonable attorneys’ fees) and liability for any commission or other compensation claimed by any other broker or agent (other than Williams) with respect to this Agreement.

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14. Existing Leases Ratified. Except as modified by this Agreement, the Existing 9^th Floor Lease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and the Existing 9^th Floor Lease, as so modified, hereby is ratified and confirmed.

15. Successors and Assigns. The covenants, agreements, terms and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and, except as otherwise provided in the Lease, their respective assigns.

16. Changes to Be in Writing. This Agreement may not be changed orally, but only by a writing signed by the party against whom enforcement thereof is sought.

17. Not Binding Until Executed by Landlord. The submission of this Agreement to Tenant shall not constitute an offer by Landlord to execute and exchange this Agreement with Tenant and is made subject to Landlord’s acceptance, execution and delivery hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

60 HUDSON OWNER LLC
By:	HUDSON TELEGRAPH ASSOCIATES, L.P., its managing member
	By:	Sixty Hudson Management LLC, general partner
		By:	/s/ Kenneth Carmel
		Name:	Kenneth Carmel
		Manager
COLO PROPERTIES, INC.
By:	/s/ Rory Cutaia
Name:	Rory Cutaia
Title:	CEO President

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EX-10.12

Exhibit 10.12

AMENDMENT OF LEASE

This Amendment of Lease (this “Agreement”), dated as of the 1^st day of July, 2006, between 60 HUDSON OWNER LLC (successor to Hudson Telegraph Associates, L.P., formerly known as Hudson Telegraph Associates), a Delaware limited liability company, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).

W I T N E S S E T H:

WHEREAS:

A. Landlord’s predecessor and tel^x Communications Corporation (Tenant’s predecessor) entered into a lease dated as of July 6, 1999, as amended by Amendment of Lease, dated as of September 1, 2005 (as amended to date, the “Existing 9^th Floor Lease”), pursuant to which Tenant now leases a portion of the 9^th floor in the building (the “Building”) known as 60 Hudson Street, New York, New York, the Expiration Date of which is presently April 30, 2015.

B. Landlord and Tenant wish to amend the Existing 9^th Floor Lease to provide for additional condenser water service to the premises demised under the Existing 9^th Floor Lease.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, Landlord and Tenant agree that the Existing 9^th Floor Lease is hereby amended as follows:

1. All terms contained in this Agreement shall, for the purposes hereof, have the same meanings ascribed to them in the Existing 9^th Floor Lease unless otherwise defined herein. As used herein, the term “Lease” shall mean the Existing 9^th Floor Lease, as amended by this Agreement and as the same may be hereafter amended.

2. The Existing 9^th Floor Lease is hereby amended by amending and restating Article 73 to read, in its entirety, as follows:

“73. Condenser Water

(A) Landlord approves, in principle, subject to Tenant’s compliance with all applicable provisions of the Lease, Tenant’s installation of a water-cooled supplemental air conditioning system and additional supplemental air conditioning units, from time to time, reasonably acceptable to Landlord (collectively, the “Supplemental System”) located throughout the demised premises with a combined capacity of not more than one hundred eighty (180) tons. Tenant will retain a contractor reasonably approved by Landlord (“Contractor”) to construct the Supplemental System and to connect it to the Building’s condenser water riser (in one or more stages) in accordance with plans approved by Landlord and will pay the Contractor directly for the cost thereof. There shall be no tap-in charge, but Tenant shall pay to Landlord, upon execution of the contract(s) with the Contractor, an administrative and supervisory fee equal to five (5%) percent of the amount payable to the Contractor for its work in connection with the Supplemental System. Subject to all applicable provisions of the applicable Lease (including specifically, but without limitation, Article 27), Landlord agrees to reserve for Tenant’s use the condenser water necessary to operate the Supplemental System.

(B) Beginning on October 1, 2000, Tenant shall pay Landlord a charge in the initial amount of $1,000.00 per ton per annum (“Condenser Water Charge”) for the first twenty (20) tons of condenser water capacity reserved for Tenant’s use pursuant to Section (A) hereinabove. On January 1,2001, and on each January 1 thereafter throughout the Term of the applicable Lease, the Condenser Water Charge will increase by two and one-half (2 ¹/2%) percent of the Condenser Water Charge in effect on the immediately preceding day. Beginning on October 1, 2002, Tenant shall commence payment for the next sixty (60) tons of condenser water capacity so reserved. Beginning on August 1, 2003, Tenant shall commence payment for the next thirty (30) tons of condenser water capacity so reserved. Beginning on November 1,2005, Tenant shall commence payment for the next thirty (30) tons of condenser water capacity so reserved. Beginning on July 1, 2006, Tenant shall commence payment for the final forty (40) tons of condenser water capacity so reserved. The Condenser Water Charge shall be paid in twelve (12) equal monthly installments, on the first day of each month during the Term of the Existing 9 ^th Floor Lease, as additional rent. Thus, as of the date hereof, the aggregate condenser water capacity is one hundred eighty (180) tons and the aggregate Condenser Water Charge is $208,744.20 per annum.

(C) Landlord will provide additional condenser water capacity, to the extent then available, from time to time at Tenant’s request at the then-prevailing Building rate therefor.

(D) Tenant shall, at its expense, make all necessary repairs and perform all necessary maintenance work to maintain the Supplemental System in working order and condition.”

3. The covenants, agreements, terms and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, and, except as otherwise provided in the applicable Lease, their respective assigns.

4. Except as amended by this Agreement, the Existing 9 ^th Floor Lease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and the Existing 9^th Floor Lease, as so amended, is hereby in all respects ratified and confirmed.

5. Tenant covenants, represents and warrants that Tenant has had no dealings or communications with any broker or agent in connection with the consummation of this Agreement other than Williams Real Estate Co. Inc. (the “Broker”) and Tenant covenants and agrees to indemnify Landlord from and against all costs, expenses (including reasonable attorneys’ fees and disbursements) and liability for any commission or other compensation claimed by any broker or agent (other than the Broker) with respect to this Agreement.

6. This Agreement may not be changed orally, but only by a writing signed by the party against whom enforcement thereof is sought.

7. The submission of this Agreement to Tenant shall not constitute an offer by Landlord to execute and exchange this Agreement with Tenant and is made subject to Landlord’s acceptance, execution and delivery thereof.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

60 HUDSON OWNER LLC
By:	HUDSON TELEGRAPH ASSOCIATES, L.P., its managing member
	By:	Sixty Hudson Management LLC, general partner
		By:	/s/ Kenneth Carmel
		Name:	Kenneth Carmel
		Manager

COLO PROPERTIES INC.
By:	/s/ Rory J. Cutaia
Name:	Rory J. Cutaia
Title:	President

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EX-10.13

Exhibit 10.13

AMENDMENT OF LEASE

This Amendment of Lease (“Agreement”), dated as of the 1^st day of July, 2007, between 60 HUDSON OWNER LLC (successor to Hudson Telegraph Associates, L.P., formerly known as Hudson Telegraph Associates), a Delaware limited liability company, having an address c/o Williams Real Estate Co. Inc., 380 Madison Avenue, New York, New York 10017-2513 (“Owner” or “Landlord”) and COLO PROPERTIES, INC., a Delaware corporation, having an address at 60 Hudson Street, New York, New York 10013 (“Tenant”).

W I T N E S S E T H:

WHEREAS:

A. Landlord and Tenant are the present parties to an agreement of lease, dated as of July 6, 1999, as amended to date (“Existing 9^th Floor Lease”), pursuant to which Tenant now leases portions of the 9^th floor (“9^th Floor Premises”) and the 11^th floor, the ground floor and basement (collectively, “11^th Floor Premises”), in Landlord’s building at 60 Hudson Street, New York, New York (“Building”). The present Expiration Date of the Existing 9^th Floor Lease is October 31,2017.

B. Tenant presently has installed water cooled supplementary air conditioning equipment in the 9^th Floor Premises (“Existing Supplementary System”) which utilizes condenser water from the Building’s condenser water system (“Condenser Water System”) to furnish two hundred ten (210) tons of air conditioning capacity.

C. Landlord and Tenant wish to further amend the Existing 9 ^th Floor Lease to provide for additional condenser water capacity for the Existing Supplementary System and the reallocation of condenser water availability from the 11^th Floor Premises and the Additioonal 11^th Floor Premises (as hereinafter defined) to the 9^th Floor Premises.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter contained, Landlord and Tenant agree that the Existing 9^th Floor Lease is further hereby amended as follows:

1. All terms contained in this Agreement shall, for the purposes hereof, have the same meanings ascribed to them in the Existing 9^th Floor Lease unless otherwise defined herein. As used herein, the term “Lease” shall mean the Existing 9^th Floor Lease, as further amended by this Agreement and as the same may be hereafter amended.

2. The Existing 9^th Floor Lease hereby is amended by amending and restating Article 73 to read, in its entirety, as follows:

“73. Condenser Water

(A) Landlord approves, in principle, subject to Tenant’s compliance with all applicable provisions of the Lease, Tenant’s installation of a water-cooled supplemental air conditioning system and additional supplemental air conditioning units, from time to time, reasonably acceptable to Landlord (collectively, the “Supplemental System”) and located solely in the 9^th Floor Premises with a combined air conditioning capacity of not more than

two hundred seventy (270) tons. Tenant will retain a contractor reasonably approved by Landlord (“Contractor”) to construct the Supplemental System and to connect it to the Building’s condenser water riser (in one or more stages) in accordance with plans approved by Landlord and will pay the Contractor directly for the cost thereof. There shall be no tap-in charge, but Tenant shall pay to Landlord, upon execution of the contract(s) with the Contractor, an administrative and supervisory fee equal to five (5%) percent of the amount payable to the Contractor for its work in connection with the Supplemental System. Subject to all applicable provisions of the Lease (including specifically, but without limitation, Article 27), Landlord agrees to reserve for Tenant’s use the condenser water necessary to operate the Supplemental System.

(B) Beginning on October 1, 2000, Tenant shall pay Landlord a charge in the initial amount of $1,000.00 per ton per annum (“Condenser Water Charge”) for the first twenty (20) tons of condenser water capacity reserved for Tenant’s use pursuant to Section (A) hereinabove. On January 1, 2001, and on each January 1 thereafter throughout the Term of the applicable Lease, the Condenser Water Charge will increase by two and one-half (2 ¹/2%) percent of the Condenser Water Charge in effect on the immediately preceding day. Beginning on October 1, 2002, Tenant shall commence payment for the next sixty (60) tons of condenser water capacity so reserved. Beginning on August 1, 2003, Tenant shall commence payment for the next thirty (30) tons of condenser water capacity so reserved. Beginning on November 1, 2005, Tenant shall commence payment for the next thirty (30) tons of condenser water capacity so reserved. Beginning on July 1, 2006, Tenant shall commence payment for the next seventy (70) tons of condenser water capacity so reserved. Beginning on July 1, 2007, Tenant shall commence payment of the final sixty (60) tons of condenser water capacity so reserved. The Condenser Water Charge shall be paid in twelve (12) equal monthly installments, on the first day of each month during the Term of the Existing 9^th Floor Lease, as additional rent. Thus, as of the date hereof, the aggregate condenser water capacity for the 9^th Floor Premises is two hundred seventy (270) tons and the aggregate Condenser Water Charge is $320,944.20 per annum.

(C) Tenant shall, at its expense, make all necessary repairs and perform all necessary maintenance work to maintain the Supplemental System in working order and condition.”

3. The provisions of the amendment dated May 15, 2006 (“May Amendment”) which constitutes a part of the Existing 9^th Floor Lease provide for the availability of condenser water for supplementary air conditioning equipment which might be installed in the 11^th Floor Premises and an additional block of space on the 11^th floor of the Building (“Additional 11^th Floor Premises”). Tenant acknowledges that the Condenser Water System only has the capacity to furnish condenser water for the final sixty (60) tons of air conditioning capacity for the 9^th Floor Premises if Landlord is relieved of the obligation to furnish condenser water for both the 11^th Floor Premises and the Additional 11^th Floor Premises. Accordingly, Paragraph 8 of the May Amendment hereby is deleted and of no force and effect and Landlord shall not be required to furnish any condenser water for use in either or both of the 11^th Floor Premises and/or the Additional 11^th Floor Premises.

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4. The covenants, agreements, terms and conditions contained in this Agreement shall bind and inure to the benefit of the parties hereto and their respective successors, and, except as otherwise provided in the applicable Lease, their respective assigns.

5. Except as amended by this Agreement, the Existing 9^th Floor Lease and all covenants, agreements, terms and conditions thereof shall remain in full force and effect and the Existing 9^th Floor Lease, as so amended, is hereby in all respects ratified and confirmed.

6. Tenant covenants, represents and warrants that Tenant has had no dealings or communications with any broker or agent in connection with the consummation of this Agreement other than Williams Real Estate Co. Inc. (“Broker”) and Tenant covenants and agrees to indemnify Landlord from and against all costs, expenses (including reasonable attorneys’ fees and disbursements) and liability for any commission or other compensation claimed by any broker or agent (other than the Broker) with respect to this Agreement.

7. This Agreement may not be changed orally, but only by a writing signed by the party against whom enforcement thereof is sought.

8. The submission of this Agreement to Tenant shall not constitute an offer by Landlord to execute and exchange this Agreement with Tenant and is made subject to Landlord’s acceptance, execution and delivery thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

60 HUDSON OWNER LLC
By:	HUDSON TELEGRAPH ASSOCIATES, L.P., its managing member
	By:	Sixty Hudson Management LLC, general partner
		By:	/s/ Kenneth Carmel
		Name:
		Manager
COLO PROPERTIES, INC.
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

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EX-10.14

Exhibit 10.14

Confidential Treatment Requested by The Telx Group, Inc.

AGREEMENT OF LEASE

BETWEEN

111 CHELSEA COMMERCE LP

LANDLORD

AND

TELX - NEW YORK 111 8^TH, LLC

TENANT

PREMISES:	Portions of each of the eighth (8th) and fifteenth (15th) floors 111 Eighth Avenue New York, New York 10011
DATED:	as of March 15, 2007

TABLE OF CONTENTS

		Page No.
ARTICLE 1.	Definitions; Interpretation	2
ARTICLE 2.	Demise, Premises, Term, Rent	9
ARTICLE 3.	Use And Occupancy	11
ARTICLE 4.	Alterations	12
ARTICLE 5.	Condition of the Premises	15
ARTICLE 6.	Repairs; Floor Load	16
ARTICLE 7.	Real Estate Tax Increases	17
ARTICLE 8.	Compliance With Laws	24
ARTICLE 9.	Subordination and Non-Disturbance; Estoppel Certificates	25
ARTICLE 10.	Services	27
ARTICLE 11.	Insurance	38
ARTICLE 12.	Destruction of Premises; Property Loss or Damage	40
ARTICLE 13.	Eminent Domain	41
ARTICLE 14.	Assignment And Subletting	42
ARTICLE 15.	Access To Premises	50
ARTICLE 16.	Default	51
ARTICLE 17.	Remedies and Damages	53
ARTICLE 18.	Fees and Expenses	55
ARTICLE 19.	No Representations by Landlord	56
ARTICLE 20.	End of Term	56
ARTICLE 21.	Quiet Enjoyment	57
ARTICLE 22.	No Waiver; Non-Liability	57
ARTICLE 23.	Waiver of Trial By Jury	58
ARTICLE 24.	Inability To Perform	59
ARTICLE 25.	Bills and Notices	59
ARTICLE 26.	Rules and Regulations	60
ARTICLE 27.	Broker	60
ARTICLE 28.	Indemnity	60
ARTICLE 29.	Intentionally Omitted	62
ARTICLE 30.	Arbitration	62
ARTICLE 31.	Renewal Options	64
ARTICLE 32.	Right of First Offer	66
ARTICLE 33.	Miscellaneous	69
Exhibit A:	Floor Plans of the Premises
Exhibit B:	Rules and Regulations
Exhibit C:	Floor Plan of the Temporary Space
Exhibit D:	Index of Defined Terms
Exhibit E:	Floor Plan of the Setback Area
Exhibit F:	Plan of Riser and Lateral Space
Exhibit G:	Roof Space
Exhibit H:	Floor Plan of the Expansion Space
Schedule 1:	8th Floor Premises Fixed Rent
Schedule 2:	15th Floor Premises Fixed Rent

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AGREEMENT OF LEASE, effective as of March 15, 2007 (the “Effective Date”), between 111 CHELSEA COMMERCE LP, a Delaware limited partnership (“Landlord”) with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, and TELX - NEW YORK 111 8TH, LLC, a Delaware limited liability company (“Tenant”) with an address at 111 Eighth Avenue, New York, New York 10011.

W I T N E S S E T H:

The parties hereto, for themselves, their legal representatives, successors and assigns, covenant and agree as follows:

ARTICLE 1. DEFINITIONS; INTERPRETATION

Section 1.1. For all purposes of this Agreement of Lease (the “Lease”), the following terms shall have the following meanings:

Additional Rent:	Tenant’s Tax Payment and any and all other sums, other than Fixed Rent, payable by Tenant under or pursuant to this Lease.
Affiliate:	With respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person.
Alterations:	All alterations, installations, improvements, additions or other physical changes (other than decorations, furniture, movable fixtures, equipment and other items of personal property), including the Initial Alterations, in and to the Premises or elsewhere in the Building made by or on behalf of Tenant at any time.
Base Index:	The CPI as of January 2007.
Base Rate:	The annual rate of interest publicly announced from time to time by Citibank, N.A., New York, New York (or any successor thereto) as its “base rate,” or such other term as may be used by Citibank, N.A. or its successor from time to time for the rate presently referred to as its base rate.
Building:	All the buildings, equipment and other improvements and appurtenances of every kind and description (but excluding Tenant’s Property), and all alterations, renewals, replacements, additions and substitutions thereto, now or in the future located or constructed on the land presently known by the address of 111 Eighth Avenue, New York, New York.

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Building Standard:	Such materials, equipment, fixtures and specifications as Landlord may elect to use from time to time as a part of its standard construction substantially throughout the Building. Unless otherwise indicated or provided in this Lease, all materials, equipment and fixtures to be provided as part of Landlord’s Work, and all specifications for Landlord’s Work, shall be Building Standard.
Building Standard Rate:	The rate generally charged by Landlord at the time in question to tenants in the Building for a particular service (i.e., the then rate charged by Landlord to those tenants of the Building that do not have a special arrangement with Landlord based upon the terms of their respective leases or based on other circumstances not directly and materially applicable to Tenant or the Premises).
Building Systems:	The mechanical, electrical, heating, ventilating, air-conditioning, elevator, plumbing, sanitary, fire suppression, life-safety and other service systems and all other equipment, apparatus, installations and other parts of the Building, the common use of which is necessary or convenient for the existence, maintenance or safety of the Building, but not including the portions of such systems or any such items that are (i) installed in the Premises or such other Leased Space by a tenant or (ii) exclusively serving or benefiting a Leased Space or (iii) specifically excluded from Building Systems by other provisions of this Lease.
Business Days:	All days, excluding Saturdays, Sundays, and all days observed by either the State of New York, the United States of America or by the labor unions servicing the Building as legal holidays.
Commencement Date:	The date of this Lease.
Control:	As to any Entity: (a) the ownership, directly or indirectly, of more than thirty percent (30%) of the Ownership Interests of such entity, and (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Entity, whether through the ownership of Ownership Interests, by statute, or by contract.
CPI:	The Consumer Price Index for All Urban Consumers, New York-Northern New Jersey-Long Island, NY-NJ-CT-PA, All Items (1982-84=100) issued by the Bureau of Labor Statistics of the United States Department of Labor. If the Consumer Price Index shall hereafter be converted to a different standard reference base or a change is made in the components or the

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	number of items contained in the Consumer Price Index, or if the Consumer Price Index is altered, modified, converted or revised in any other way, the Consumer Price Index shall be adjusted to the figure that would have been arrived at had the conversion, change, alteration, modification or revision not occurred. If the Consumer Price Index is no longer issued, a conversion factor, formula or table as may be published by Prentice Hall, Inc. shall be used, or failing such publication, any other nationally recognized publisher of similar statistical information as is then generally recognized and accepted for similar determinations of the cost of living increases shall be used as determined by Landlord.
CPI Fraction:	A fraction (i) the numerator of which is the CPI in effect on a Reset Date, and (ii) the denominator of which is the Base Index. In no event shall the CPI Fraction be less than 1.0.
Default Rate:	An annual interest rate equal to four (4) percentage points above the Base Rate.
Entity:	A corporation, limited liability company, limited partnership, limited liability partnership, general partnership, business trust, foundation, or any other legal entity in which Ownership Interests may be owned and transferred.
Environmental Laws:	All Laws relating to or addressing the protection of the environment or human health, including but not limited to the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Hazardous Substances Transportation Act (49 U.S.C. § 1802 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Solid Waste Disposal Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 11001 et seq.), the Radon and Indoor Air Quality Research Act (42 U.S.C. § 7401 note, et seq.), the Superfund Amendment Reauthorization Act of 1986 (42 U.S.C. § 9601 et seq.), and comparable state and local Laws, as any of the same may be amended, modified or supplemented from time to time.
Expiration Date:	February 28, 2022.

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Governmental Authority:	Any of the United States of America, the State of New York, the City of New York, any political subdivision thereof and any agency, department, commission, board, bureau or instrumentality of any of the foregoing, now or hereafter existing, having jurisdiction over the Real Property or any portion thereof, the maintenance, use or occupation thereof, or the vaults, curbs, sidewalks, streets and areas adjacent thereto.
HVAC:	Heat, ventilation and air-conditioning.
Hazardous Materials:	Any substances, materials or wastes regulated by any Governmental Authority or deemed or defined as a “hazardous substance”, “hazardous material”, “toxic substance”, “toxic pollutant”, “contaminant”, “pollutant”, “solid waste”, “hazardous waste” or words of similar import under applicable Environmental Laws, including oil and petroleum products, natural or synthetic gas, polychlorinated biphenyls, asbestos in any form, urea formaldehyde, pathogen, toxin or other biological agent or condition, including, but not limited to, any fungus, mold, mycotoxin or microbial volatile organic compound, radon gas, or the emission of non-ionizing radiation, microwave radiation or electromagnetic fields at levels in excess of those (if any) specified by any Governmental Authority or that may cause a health hazard or danger to property, or the emission of any form of ionizing radiation.
Initial Alterations:	Defined in Section 5.2.
Landlord Party:	Any of Landlord, an Affiliate of Landlord, Landlord’s managing and leasing agents for the Building, each Mortgagee and Superior Lessor, and each of their respective direct and indirect partners, officers, shareholders, directors, members, managers, trustees, beneficiaries, employees, principals, contractors, licensees, invitees, servants, advisors, agents, consultants and representatives.
Laws:	All present and future laws, rules, orders, ordinances, regulations, statutes, requirements, codes, executive orders, rules of common law, and any judicial interpretations thereof extraordinary as well as ordinary, of all Governmental Authorities, including the Americans with Disabilities Act (42 U.S.C. § 12,101 et seq.), New York City Local Law 58 of 1987, and any law of like import, and all rules, regulations and government orders with respect thereto, and of the New York Board of Underwriters, the New York Fire Insurance Rating Organization or any other fire rating bureau or other body exercising similar functions, in each case, of general

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	applicability or affecting the Real Property, its maintenance, use or occupation, or any street or sidewalk that is part of the Real Property or adjacent thereto, or any vault in or under the Building.
Leased Space:	Any portion or portions of the Building demised to a tenant under a lease, including the Premises.
Losses:	All losses, liabilities, damages, claims, counterclaims, judgments, fines, costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees, disbursements and court costs) incurred in connection with any claim, action, suit, proceeding or judgment and the defense thereof, including all costs of repairing any damage to the Premises, the Building or the Real Property, as to which any indemnification provision of this Lease applies. Losses shall not include consequential, special or punitive damages.
Material Alterations:	Alterations affecting (a) Structural Components or (b) Building Systems.
Mortgage:	Any mortgage or trust indenture or similar instrument that may now or in the future affect the Real Property, the Building, or any Superior Lease and the leasehold interest created thereby, and all renewals, extensions, supplements, amendments, modifications, consolidations and replacements thereof or thereto, substitutions therefor, and advances made thereunder.
Mortgagee:	Any mortgagee, trustee or other holder of a Mortgage.
Ownership Interests:	As to any Entity, all or a portion of the outstanding voting stock, membership interests, partnership interests or other legal or equitable ownership interests of any kind, however characterized, direct or indirect, in such Entity.
Permitted Use:	The use of the Premises by Tenant for the installation, operation and maintenance of telecommunications equipment and facilities, including (i) a Meet Me Room Facility (as defined in Section 3.3(a) below), (ii) related colocation and interconnection services such as providing secure cabinets and cages for use by third parties, and (iii) general, executive and administrative offices ancillary to the foregoing uses (provided such office space shall not exceed ten (10%) of the aggregate area of the entire Premises), and for no other purpose.
Person:	Any individual, Entity, estate, trust, unincorporated association, tenancy-in-common, or any Governmental Authority.

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Premises:	Portions of each of (i) the eighth (8th) floor (the “8th Floor Premises”), and (ii) the fifteenth (15th) floor (the “15th Floor Premises”) of the Building, as shown on the floor plans attached to this Lease as Exhibit A, as additional portions of the Building may be added to the “Premises” pursuant to the applicable provisions of this Lease and/or as portions of the Building may be removed from the “Premises” pursuant to the applicable provisions of this Lease. The 8th Floor Premises and the 15th Floor Premises are sometimes herein collectively referred to as the “Initial Premises.”
Premises Area:	The Rentable Square Foot area of the Premises consisting of a total of 18,201 Rentable Square Feet, computed as follows: (i) the 8th Floor Premises containing 7,280 Rentable Square Feet, and (ii) the 15th Floor Premises containing 10,921 Rentable Square Feet, as the Premises Area may be increased or decreased from time to time pursuant to this Lease.
Real Property:	The Building, together with the plot of land upon which it stands.
Rent:	Collectively, Fixed Rent and Additional Rent.
Rentable Square Feet:	The deemed rentable area of the Building or any portion thereof, computed on the basis of the standard presently used by Landlord to calculate the deemed Rentable Square Foot area of the Building. In no event shall such deemed Rentable Square Footage constitute or imply any representation or warranty by Landlord as to the actual size of any floor or other portion of the Building, including the Premises.
Repairs or repairs:	Repairs, replacements, substitutions and any other work other than Alterations or restorations.
Reset Date:	Each January 1 during the Term.
Rules and Regulations:	The rules and regulations attached to this Lease as Exhibit B, and such additional rules and regulations as Landlord may adopt from time to time as provided in Article 26.
Service Equipment:	All of the following installed in the Building by or on behalf of Tenant (or by or on behalf of NYC Connect LLC (“NYCC”)) which exclusively serve Tenant, its permitted occupants or the Premises, including: (i) pipes, wires, ducts, risers, cables, conduits and other lines, cabling, conduit,

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	switchgear or other electrical equipment beyond (i.e., “downstream of”) any source disconnect switch or used solely to distribute electricity in the interior of the Premises or to any Tenant’s Property located in any other part of the Building, to the extent permitted herein; (ii) any other electrical distribution system installed by Tenant for the exclusive use of Tenant or any other permitted occupants of the Premises; (iii) mechanical or other equipment, including supplemental air-conditioning systems exclusively serving the Premises or for the exclusive benefit of Tenant; and (iv) the Roof Equipment (as such term is defined in Section 10.10(a) hereof.
Structural Components:	The roofs, including the setback roofs, the exterior walls, foundations, columns, girders, beams, supports, concrete slabs and other such structural portions of the Building.
Substantial Completion:	As to any construction performed by any party in the Premises, including the Initial Alterations or any other Alterations, that such work has been completed substantially in accordance with (i) the provisions of this Lease applicable thereto, (ii) the plans and specifications for such work, and (iii) all applicable Laws, except for minor details of construction, decoration and mechanical adjustments, if any, or which, in accordance with good construction practice, should be completed after the completion of other work to be performed in the Premises.
Superior Lease:	Any ground or underlying lease of the Real Property or any part thereof, now existing or in the future, entered into by Landlord, and all renewals, extensions, supplements, amendments and modifications thereof.
Superior Lessor:	A lessor under a Superior Lease.
Tenant’s Alterations:	All Alterations, including the Initial Alterations and Roof Equipment, in and to the Premises and elsewhere in the Building which may be made by or on behalf of Tenant prior to and during the Term, or any renewal thereof.
Tenant Party:	Any of Tenant, any Affiliate of Tenant, any subtenant or any other occupant of the Premises (other than any Person claiming by or through Landlord), and their respective direct or indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, employees, principals, contractors, subcontractors, suppliers, licensees, invitees, servants, agents or representatives.

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Tenant’s Property:	Tenant’s movable fixtures and movable partitions, telephone and other communications equipment, computer systems, racks, cabinets, cages, cable trays, other equipment that is typically and customarily used in connection with the Permitted Use, furniture, trade fixtures, furnishings, and other items of personal property which are removable without material damage to the Premises or Building.
Term:	The term of this Lease, which shall commence on the Commencement Date and shall expire on the Expiration Date, unless sooner terminated pursuant to the terms and conditions of this Lease or pursuant to applicable Laws.
Unavoidable Delays:	Defined in Article 24.

Section 1.2. All of the Exhibits attached to this Lease are incorporated in and made a part of this Lease, but if there is any conflict or inconsistency between the provisions of this Lease and the Exhibits the provisions of this Lease shall control. For purposes of clarity and avoidance of jargon, as used in this Lease: (a) the word “or” is not exclusive, (b) references to a law include any rule or regulation issued under the law and any amendment to the law, rule or regulation, (c) the words “include”, “includes” or “including” are deemed followed by the words “without limitation”, (d) the word “will” has the same meaning as the word “shall”, (e) personal pronouns are deemed to include the other genders and the singular to include the plural, (f) all notices, consents and approvals to be given by or to a party shall be in writing, (g) all Article, Section and Exhibit references are references to the Articles, Sections and Exhibits of this Lease, (h) if a party agrees not to unreasonably withhold its consent or approval, such consent or approval shall not be unreasonably conditioned or delayed, (i) if a financial obligation is to be at a party’s expense, that obligation will be at such party’s sole cost and expense, (j) periods of time commencing or ending on specified dates are inclusive of their respective commencement and ending dates, and will commence at 12:00 a.m. Eastern Time on the commencement date, and end at 11:59 p.m. Eastern Time on the ending date, and (k) the terms “herein”, “hereof” or hereunder”, or similar terms used in this Lease, refer to this entire Lease and not to the particular provision in which such terms are used, unless the context otherwise requires. The captions used in this Lease are inserted only as a matter of convenience and for reference and do not define, limit or describe the scope or the intent of this Lease.

ARTICLE 2. DEMISE, PREMISES, TERM, RENT

Section 2.1. Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term, at an annual rent (“Fixed Rent”) as follows:

(a) With respect to the 8th Floor Premises, as set forth on Schedule 1; and

(b) With respect to the 15th Floor Premises, as set forth on Schedule 2.

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Section 2.2. Tenant shall pay Fixed Rent to Landlord or its designee without notice or demand, in lawful money of the United States, in monthly installments in advance commencing on the Commencement Date and thereafter on the first (1^st) day of each calendar month during the Term (except that Tenant shall pay the first monthly installment of Fixed Rent due upon the execution and delivery of this Lease by Tenant), at Landlord’s office or such other address as Landlord may designate, without any set-off, offset, abatement or deduction whatsoever (except as otherwise expressly provided in this Lease). Fixed Rent and Additional Rent shall be payable either (a) by check drawn on a bank that is a member of the New York Clearing House Association, or on any other bank reasonably acceptable to Landlord with an office in New York City or chartered as a national banking association or (b) by wire transfer of immediately available funds, at Tenant’s election.

Section 2.3. If the Commencement Date does not fall on the first (1^st) day of any calendar month, or if the Expiration Date does not fall on the last day of any calendar month, then the Fixed Rent for the partial calendar month in which the Commencement Date or Expiration Date occurs, as applicable, shall be prorated based on the actual number of days in such month included in the Term.

Section 2.4. Landlord hereby gives Tenant permission to occupy other premises on the fifteenth floor in the Building as shown on the floor plan attached to this Lease as Exhibit C (such premises, the “Temporary Space”), until the earlier of (i) thirty (30) days after Tenant gives Landlord written notice of Tenant’s desire to terminate its occupancy of the Temporary Space or (ii) August 31, 2007 (the earlier of said dates being referred to as the “Temporary Space Surrender Date”). Tenant’s use and occupancy of the Temporary Space shall be on a full service gross basis under, and subject to, all of the terms, covenants and conditions of this Lease, other than Article 7 and Section 10.1(b), and provided that the electrical infrastructure for the Temporary Space is sufficient to provide 200 amperes of 460 volt, 3-phase, 4-wire, AC electrical capacity. All of the costs and expenses related to Tenant’s move into the Temporary Space, and the use and occupancy thereof (including, without limitation, the installation and use of telecommunications equipment), shall be paid and borne by Tenant. On or before the Temporary Space Surrender Date, Tenant shall quit and surrender to Landlord the Temporary Space in a broom clean condition, with all of Tenant’s furniture and other personal property removed. The cost and expense of moving all of Tenant’s property, including, without limitation, its telecommunications equipment out of the Temporary Space on or before the Temporary Space Surrender Date shall be paid and borne by Tenant. To compensate Landlord for Tenant’s use and occupancy of the Temporary Space, Tenant shall pay Landlord the sum of [***] (the “Temporary Space License Fee”) for every month from the date hereof until the Temporary Space Surrender Date (prorated for the period from the date hereof to March 31^st), which amount shall be in addition to the Fixed Rent and Additional Rent payable under this Lease with respect to the Premises. If Tenant fails to so quit and surrender to Landlord the Temporary Space on or before the Temporary Space Surrender Date, then, in addition to all of Landlord’s rights and remedies under this Lease, at law and in equity, Tenant covenants and agrees to pay through the date that Tenant so quits and surrenders to Landlord the Temporary Space, for Tenant’s use and occupancy thereof, an amount equal to twice the Temporary Space License Fee for each month or portion thereof after the Temporary Space Surrender Date.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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ARTICLE 3. USE AND OCCUPANCY

Section 3.1. The Premises shall be used and occupied for the Permitted Use and for no other purpose, Tenant shall not use or occupy or permit the use or occupancy of any part of the Premises in any manner not permitted hereunder, or which in Landlord’s reasonable judgment would materially and adversely affect (a) the functioning of any Building Systems, (b) the use or enjoyment of any part of the Building by any other tenant or other occupant, or (d) the appearance or reputation of the Building.

Section 3.2. Tenant shall not use or permit the Premises or any part thereof to be used: (a) for the business of printing or other manufacturing of any kind, (b) as a retail branch of a bank or savings and loan association, or as a retail loan company, or as a retail stock broker’s or dealer’s office, (c) for the storage of merchandise, (d) for the distribution of merchandise by internet, mail-order or otherwise, (e) as a restaurant or bar or for the sale of food or beverages, (f) as a news or cigar stand, (g) as an employment agency, labor union office, school, physician’s or dentist’s office, dance or music studio, (h) as a barber shop or beauty salon, (i) for the sale, at retail or otherwise, of any goods or products, (j) by any Governmental Authority, any foreign government, the United Nations, any agency or department of any of the foregoing, or any Person with sovereign or diplomatic immunity, (k) to provide medical, dental or other therapeutic or diagnostic services, or (1) for the conduct of an auction. Nothing set forth in this Section 3.2 or elsewhere in this Lease shall be deemed to prohibit Tenant or its Affiliates from providing the services described in Section 3.3(a) below, facilities, connectivity or other services to Persons engaged in or constituting any of the categories listed in this Section 3.2, so long as (i) such Persons have no possessory interest in the Premises, and (ii) the Premises are not used for any of the purposes prohibited hereunder.

Section 3.3. (a) Landlord hereby acknowledges Tenant will be providing a meet-me room facility (“Meet-Me Room Facility”) within the Premises for the primary purposes of providing Intra-facility carrier-neutral interconnections. As used herein, the term “Intra-faciliry” shall mean within a demised space located within the Building (as opposed to “Inter-facility,” which shall mean providing conduits or riser space from (i) the Building to other buildings or (ii) one leased premises to another leased premises within the Building or (iii) from a Building base building area (common area) to a leased premises within the Building). The term “facility” shall mean a demised space. Tenant hereby acknowledges that other tenants in the Building presently and in the future will provide Meet-Me Room Facilities for themselves and third parties. For a period of two years from the date of this Lease, Landlord (i) will, commencing within thirty (30) days of the Commencement Date, provide a hyperlink to Tenant’s website on the Building’s website and (ii) will not identify any person or party specifically as a Meet-Me Room operator or provider of Meet-Me Room Facilities on the Building’s website or any other Landlord prepared formal printed materials relating to the marketing of its space in the Building other than the general listing of tenants’ names, provided, however, such restriction in (ii) above shall not apply to any document prepared by Landlord or its Affiliates in connection with its or their efforts to raise debt and/or equity financing. As used in this Lease, “Meet-Me Room Services” shall mean providing a conditioned environment within a facility in the Building for Intra-facility carrier-neutral interconnections. For the avoidance of doubt, nothing contained herein shall be construed as Landlord granting Tenant an exclusive right to provide Meet-Me Room Services in the Building.

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(b) For a period of two (2) years from the date of this Lease, Landlord covenants that Landlord shall not, either directly, indirectly or through any Affiliate, (i) operate a facility that offers Meet-Me Room Services in the Building, (ii) acquire any ownership interest or percentage of revenue interest or profit-sharing arrangement (including any percentage rent or profit sharing arrangements with tenants in the Building) in any business or enterprise operating a Meet-Me Room Facility or providing Meet-Me Room Services in the Building; provided, however, that subpart (ii) of this paragraph above shall not preclude a direct or indirect ownership by Landlord or an Affiliate in an entity operating in the Building provided that less than ten percent (10%) of the revenue of such entity from operations in the Building for each calendar quarter during the Non-Compete Term comes from providing Meet-Me Room Services in the Building. Notwithstanding the foregoing, the parties acknowledge that Landlord, its managing member and its managing agent, in the ordinary course of its business, leases unconditioned and conditioned space (including improved space such as “raised floor” space), and provide conduit and risers, HVAC, emergency and base utility power, security, fire suppression, and other related building systems and services to tenants in the Building and charge tenants for same. In addition, the parties acknowledge Landlord provides Inter-facility conduit and riser space in the ordinary course of its business activities as owner and operator of the Building. For the sake of clarity, the parties acknowledge that Landlord has leased and in the future may lease demised spaces (under lease agreement) to tenants that utilize unimproved and improved facilities (or partially improved facilities), which tenants and potential tenants could be customers or potential customers of other Meet-Me Room spaces in the Building, including Tenant. The parties agree that the activities of Landlord, its managing member and its managing agent, described in the prior sentences, shall not be construed as a breach by Landlord of the non-competition and other restrictive covenants set forth in this Section 3.3 and elsewhere in this Lease. In addition, notwithstanding the non-competition and other restrictive covenants set forth in this Section 3.3 and elsewhere in this Lease, nothing contained in this Lease shall prohibit Landlord or its Affiliates from directly owning in the aggregate less than five percent (5%) of any class of any voting securities registered under the Securities Exchange Act of 1934, as amended, and quoted on a national securities exchange or inter-dealer quotation system.

ARTICLE 4. ALTERATIONS

Section 4.1. Tenant shall not make any Alterations without Landlord’s prior written consent in each instance, which consent may be granted or denied in Landlord’s sole discretion; provided, however, that Landlord shall not unreasonably withhold its consent to Alterations proposed to be made by Tenant provided that such Alterations (i) are decorative or cosmetic Alterations such as painting, wall coverings, floor coverings, or the installation of movable fixtures, small business equipment, shelving and millwork not permanently affixed to the Premises (collectively, “Decorative Alterations”), (ii) are not Material Alterations, (iii) are performed only by contractors approved by Landlord as provided in Section 4.2(c), (iv) do not adversely affect any part of the Building other than the Premises, (v) do not adversely affect any service provided by Landlord to Tenant or to any other tenant or occupant of the Building, and (vi) do not reduce the value or utility of the Building.

Section 4.2.

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(a) Prior to making any Alterations (other than Decorative Alterations), Tenant shall (i) submit to Landlord, for Landlord’s approval, detailed plans and specifications for such Alterations (the “Plans”) in form reasonably satisfactory to Landlord, (ii) if such Alterations require a filing with or the consent of any Governmental Authority, then such Plans shall (A) be prepared and certified by a registered architect or licensed engineer approved by Landlord, which approval shall not be unreasonably withheld, and (B) comply with all Laws, to the extent necessary for such governmental filing or consent, (iii) at its expense, obtain all required permits, approvals and certificates, and (iv) furnish to Landlord certificates of insurance evidencing worker’s compensation insurance (covering all persons to be employed by Tenant, and all contractors and subcontractors supplying materials or performing work in connection with such Alterations) and comprehensive general liability insurance (including property damage coverage), comprehensive form automobile liability insurance, and Builder’s Risk coverage (issued on a completed value basis), all such insurance in form, with companies, for such periods and in such amounts as Landlord may reasonably require, naming Landlord, its managing agent, their employees and agents, and any Mortgagees and Superior Lessors (if any) as additional insureds. Provided Tenant has delivered the Plans to Landlord as required above, Landlord agrees to respond to Tenant’s written request for approval of the Plans for any Alterations requiring Landlord’s approval within ten (10) Business Days after delivery of complete and detailed architectural, structural, mechanical and engineering Plans as required for such Alterations. If Landlord fails to approve or disapprove the Plans submitted by Tenant within such ten (10) Business Day period, Tenant shall have the right to provide Landlord with a second written request for approval (a “Second Request”) that specifically identifies the applicable Plans and contains the following statement in bold and capital letters: “THIS IS A SECOND REQUEST FOR APPROVAL OF PLANS PURSUANT TO THE PROVISIONS OF SECTION 4.2 OF THE LEASE. IF LANDLORD FAILS TO RESPOND WITHIN FIVE (5) BUSINESS DAYS AFTER ITS RECEIPT OF THIS NOTICE, THEN LANDLORD SHALL BE DEEMED TO HAVE APPROVED THE PLANS DESCRIBED HEREIN.” If Landlord fails to respond to such Second Request within five (5) Business Days after receipt by Landlord of the Second Request, the Plans in question shall be deemed approved by Landlord, and Tenant may, subject to the other provisions of this Article 4, commence the Alterations described in such Plans.

(b) Tenant shall perform all Alterations (i) at Tenant’s expense, in a good and workmanlike manner using materials of first class quality, (ii) in compliance with all Laws, and (iii) substantially in accordance with the Plans previously approved by Landlord, to the extent required under this Lease. Tenant shall at its expense obtain all approvals, consents and permits required by any Governmental Authority prior to, during and on completion of any Alterations. Tenant shall reimburse Landlord, as Additional Rent within thirty (30) days after demand, for any and all actual, reasonable out-of-pocket costs incurred by Landlord in connection with (A) Landlord’s review of the Plans, and (B) providing Building personnel during the performance of Alterations after Business Hours if required by Tenant. The costs and expenses described in the preceding sentence shall not include the regular salaries and benefits of Landlord’s employees at the Building, but shall include all reasonable, actual out-of-pocket costs, including overtime and other labor costs, incurred by Landlord in connection with Tenant’s Alterations which would not have been incurred by Landlord but for the performance of such Alterations.

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(c) Landlord will not unreasonably withhold its approval of Tenant’s proposed contractors for its Alterations, except for the fire and life safety trade, where Tenant shall use the contractor designated by Landlord from time to time. Landlord agrees to assist Tenant in negotiating the price charged by Landlord’s designated fire and life safety contractor for its services.

(d) Upon completion of any Alterations, Tenant, at its expense, shall promptly obtain certificates of final approval of such Alterations as required by any Governmental Authority, and shall furnish Landlord with copies thereof, together with “as-built” plans and specifications for such Alterations.

(e) Tenant shall comply with Landlord’s Rules and Regulations (including installation or removal outside of normal office business hours) with respect to the installation or removal of any of Tenant’s Property, which Rules and Regulations shall be applied to the other tenants in the Building in a uniform and non-discriminatory manner, under the circumstances.

Section 4.3. All Alterations made by or on behalf of Tenant shall become Landlord’s property on the Expiration Date or sooner termination of this Lease, but shall remain the property of Tenant during the Term. Provided that no Event of Default shall have then occurred and be continuing, Tenant may remove Tenant’s Property or Alterations made by or on behalf of Tenant at any time during the Term, provided that Tenant shall have no obligation to remove any Tenant’s Property or Alterations upon the expiration or sooner termination of this Lease. All Alterations and Tenant’s Property remaining in the Building on the Expiration Date or sooner expiration of the Term shall be deemed abandoned and shall become Landlord’s property at such time. Tenant shall repair and restore in a good and workmanlike manner (reasonable wear and tear excepted) any damage to the Premises and the Building caused by such removal of Tenant’s Property and the Alterations made by or on behalf of Tenant. Any of the Alterations made by or on behalf of Tenant or Tenant’s Property not so removed by Tenant at or prior to the Expiration Date or earlier termination of the Term shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s property, or be removed from the Premises by Landlord. The provisions of this Section 4.3 shall survive the expiration or earlier termination of this Lease.

Section 4.4. If, because of any act or omission of Tenant or any Tenant Party, any mechanic’s lien, U.C.C. financing statement or other lien, charge or order for the payment of money is filed against Landlord, or against all or any portion of the Premises, the Building or the Real Property, Tenant shall, at its expense, cause the same to be discharged of record, by bonding or otherwise, within thirty (30) days after Tenant receives notice thereof, and Tenant shall indemnify and hold Landlord harmless from and against all Losses resulting therefrom.

Section 4.5. Tenant shall not, at any time prior to or during the Term, directly or indirectly employ, or permit the employment of, any contractor, mechanic or laborer in the Premises, whether in connection with any Alterations or otherwise, if, in Landlord’s sole judgment, such employment will interfere or cause any conflict with other contractors, mechanics, or laborers engaged in the construction, maintenance or operation of the Building by Landlord, Tenant or others, or the use and enjoyment of other tenants or occupants of the Building.

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Section 4.6. Landlord shall have the right from time to time, subject to the provisions of Section 15.1 hereof, to enter the Premises for the purpose of inspecting any or all aspects of any Alterations. Tenant acknowledges and agrees that neither Landlord’s approval of any Plans (or any revisions thereto), nor Landlord’s inspection of any Alterations, nor Landlord’s right to inspect such Alterations, shall impose upon Landlord any obligation or liability whatsoever with respect thereto, including, any obligation or liability that might arise as a result of such Alterations not being performed in accordance with applicable Laws or with the Plans (and revisions thereto) approved by Landlord or otherwise. The review or approval by Landlord of any Plans or any revisions thereto is solely for Landlord’s benefit, and is without any representation or warranty whatsoever with respect to the adequacy, correctness or efficiency thereof or otherwise. Neither the granting by Landlord of its approval of any such Plans or any revisions thereto, nor Landlord’s execution of any of the applications referred to in Section 5.3 below, shall in any manner constitute or be deemed to constitute a judgment or acknowledgment by Landlord as to their legality or compliance with Laws.

ARTICLE 5. CONDITION OF THE PREMISES

Section 5.1. Tenant has examined the Premises, and agrees to accept possession of the Premises in its “as is” condition on the Commencement Date, and further agrees that Landlord shall have no obligation to perform any work, supply any materials, incur any expenses or make any installations in order to prepare the Premises for Tenant’s occupancy. The taking of possession of the Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Premises were in good and satisfactory condition.

Section 5.2. Tenant shall have the right to use, without additional charge, all wires, pipes, ducts and conduit installed by or on behalf of NYCC in the Premises, or between the Premises and the Roof Equipment, or between the Premises and the Building Systems, and all equipment left by NYCC in the Premises.

Section 5.3. If requested by Tenant, Landlord, at Tenant’s expense, shall join in any applications for any permits, approvals or certificates from any Governmental Authority required to be obtained by Tenant, and shall sign such applications reasonably promptly after request by Tenant (provided that (i) the provisions of the applicable Law shall require that Landlord join in such application, and (ii) such application is acceptable to Landlord) and shall otherwise cooperate with Tenant in connection therewith, provided that Landlord shall not be obligated to incur any unreimbursed cost or expense, including attorneys’ fees and disbursements, or suffer or incur any liability for which Landlord is not indemnified by Tenant.

Section 5.4. Notwithstanding the foregoing, if any Alterations performed by or on behalf of Tenant under this Lease (the “Primary Work”) result in the necessity for Upgrade Work to be performed in the Building, whether or not in the Premises, in order to comply with Law, including any removal or remediation of Hazardous Materials, then notwithstanding anything to the contrary contained herein, Tenant shall be responsible for all cost and expense in connection with such Upgrade Work. “Upgrade Work” shall mean any Repairs or Alterations

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required to be performed by Law solely as a result of Primary Work performed by Tenant to the Premises or other areas of the Building (to the extent permitted hereunder) which Alterations or Repairs would not otherwise be required to be performed in order for the Premises or any other portion of the Building to be in compliance with Law. Without limiting the generality of the foregoing, Upgrade Work shall not include curing existing violations, whether or not of record, or Repairs necessitated by defects in existing construction or other latent defects discovered as a result of or during the course of performing any Upgrade Work or Primary Work.

Section 5.5. Notwithstanding anything contained in this Lease to the contrary, Landlord shall have no obligations or liabilities with respect to Hazardous Materials located in the Premises or if Tenant or any person or entity claiming by, through or under Tenant incurs or suffers any losses as a result thereof; Tenant hereby waiving, and releasing Landlord from, any and all claims it may have against Landlord for such losses. Tenant acknowledges receipt of a New York City Department of Environmental Protection Form ACP-5 covering the Premises, provided, however, Landlord shall have no liability with respect to or any obligations to remove or otherwise remediate asbestos or asbestos-containing materials (“ACM’s”). Without limiting the generality of the foregoing, Landlord shall have no obligation to remove any asbestos or ACM’s concealed in any columns in the Premises or in other areas of the Building. If asbestos or other Hazardous Materials are required by Law to be removed or otherwise remediated as a result of the performance of any Alterations by Tenant, including the Initial Alterations, Tenant, at Tenant’s sole cost and expense, in accordance with, and subject to all Laws, shall so remove or otherwise remediate such asbestos or ACM’s or other Hazardous Materials.

ARTICLE 6. REPAIRS; FLOOR LOAD

Section 6.1. Landlord shall maintain and repair the Structural Components, the Building Systems and the public portions of the Building, both exterior and interior, in a good and workmanlike manner. Tenant, at Tenant’s expense, shall take good care of the Premises and the fixtures, systems, equipment and appurtenances therein, and make all non-structural Repairs thereto as and when needed to preserve them in good working order and condition, except for reasonable wear and tear, obsolescence and damage for which Tenant is not responsible pursuant to the provisions of Articles 11, 12, and 13. Notwithstanding the foregoing, all damage or injury to the Premises or to any other part of the Building, or to its fixtures, equipment and appurtenances, caused by or resulting from the negligence or willful misconduct of or Alterations made by Tenant, or any Tenant Party shall be repaired at Tenant’s expense (i) by Tenant to Landlord’s satisfaction, if the required Repairs are non-structural, do not affect any Building System, and may be performed entirely within the Premises, or (ii) in all other instances by Landlord. Tenant also shall repair any damage to the Building and the Premises caused by the making of any Alterations by Tenant or by the moving of Tenant’s Property. All such Repairs by Tenant shall be of quality and workmanship at least equal to the original work or construction. If Tenant fails after thirty (30) days notice, or without notice in the event of an emergency involving imminent danger to persons or property, to proceed with due diligence to make repairs required to be made by Tenant, Landlord may make such Repairs at Tenant’s expense, and Tenant shall pay the costs and expenses thereof incurred by Landlord, with interest at the Default Rate, as Additional Rent within thirty (30) days after the rendition of a bill or statement therefor.

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Section 6.2. Tenant shall not place a load on any floor of the Premises exceeding the floor load per square foot that such floor was designed to carry and which is allowed by Law. Tenant shall not move any safe, heavy equipment, business machines, freight, bulky matter or fixtures into or out of the Building without Landlord’s prior consent. If such items require special handling, Tenant shall employ only persons holding a Master Rigger’s license to do such work.

Section 6.3. Except as set forth in Section 10.6(b), there shall be no allowance to Tenant for a diminution of rental value, no constructive eviction of Tenant and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Landlord making, or failing to make, any repairs, alterations, additions or improvements in or to any portion of the Building or the Premises, or in or to fixtures, appurtenances or equipment thereof. Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any repairs, alterations, additions or improvements.

Section 6.4. Tenant shall not require, permit, suffer or allow the cleaning of any window in the Premises from the outside in violation of Section 202 of the New York Labor Law or any successor statute thereto, or of any other Law.

ARTICLE 7. REAL ESTATE TAX AND OPERATING EXPENSE INCREASES

Section 7.1. The following terms shall have the meanings set forth below:

(a) “Taxes” shall include the aggregate amount of (i) all real estate taxes, assessments (special or otherwise), including assessments made as a result of the Real Property or any part thereof being within a business improvement district, sewer and water rents, rates and charges and any other governmental levies, impositions or charges, whether general, special, ordinary, extraordinary, foreseen or unforeseen, which may be assessed, levied or imposed upon all or any part of the Real Property or upon Landlord or a Superior Lessor as owner of the Real Property, and (ii) any expenses (including attorneys’ fees and disbursements and experts’ and other witness’ fees) incurred in contesting any of the foregoing or the Assessed Valuation (as defined in Section 7.1(c)) of all or any part of the Real Property. If at any time after the date hereof the methods of taxation prevailing at the date hereof are altered so that in lieu of or as an addition to or as a substitute for the whole or any part of the taxes, assessments, rents, rates, charges, levies or impositions now assessed, levied or imposed upon all or any part of the Real Property, there shall be assessed, levied or imposed (A) a tax, assessment, levy, imposition or charge based on the rents received from the Real Property whether or not wholly or partially as a capital levy or otherwise, (B) a tax, assessment, levy, imposition or charge measured by or based in whole or in part on all or any part of the Real Property and imposed upon Landlord, or (C) any other tax, assessment, levy, imposition, charges or license fee however described or imposed, then all such taxes, assessments, levies, impositions, charges or license fees or the part thereof so measured or based shall be deemed to be Taxes; provided that any such taxes, assessments, fees, charges or like amounts that are in “addition to” Taxes otherwise payable under this Article 7 shall only be deemed Taxes if such amounts are generally treated in comparable buildings in New York City as constituting real estate taxes for the purpose of calculating similar lease tax escalation provisions. The amount of any new tax, fee or

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charge so includable as Taxes shall be calculated on the basis that the Real Property is the only asset of Landlord. Taxes shall not include (1) any succession, gains, recording, income, franchise, transfer, inheritance, capital stock, excise, excess profits, occupancy or rent (except as otherwise permitted in this Article 7), gift, estate, foreign ownership or control, mortgage recording, payroll or stamp tax of Landlord or any Mortgagee or Superior Lessor, (2) except as permitted herein, any other tax, assessment or charge imposed on the rent payable under this Lease, or (3) any penalties or late charges imposed against Landlord or any Mortgagee or Superior Lessor with respect to Taxes.

(b) “Tenant’s Share” means 0.80% in the aggregate, comprised of (i) 0.32% for the 8th Floor Premises, and (ii) 0.48% for the 15th Floor Premises. Tenant’s Share shall be recalculated only in the event of a change in the actual size of the Premises or the Building as the result of a casualty or condemnation, or an addition to the Building, and not merely by reason of a change in Landlord’s standard of measurement of Rentable Square Feet.

(c) “Assessed Valuation” means the amount for which the Real Property is assessed pursuant to applicable provisions of the New York City Charter and of the Administrative Code of the City of New York for the purpose of imposition of Taxes.

(d) “Tax Year” means the period July 1 through June 30 (or such other period as may be duly adopted by the City of New York as its fiscal year for real estate tax purposes).

(e) “Base Taxes” means an amount equal to the Taxes payable for the Tax Year commencing on July 1, 2006 and ending June 30, 2007, which the parties have agreed for the purpose of calculating Tenant’s Tax Payment is $13,395,477.

(f) “Comparison Year” means (i) with respect to Taxes, each and every Tax Year commencing with the 2007/2008 Tax Year, and (ii) with respect to Operating Expenses, any calendar year commencing subsequent to the Base Expense Year.

(g) “Landlord’s Statement” means an instrument or instruments containing a comparison of either (i) the Base Taxes and the Taxes payable for any Comparison Year, or (ii) the Operating Expenses payable for any Comparison Year.

(h) “Tenant’s Projected Tax Payment” means Tenant’s Tax Payment (as defined in Section 7.1(i)), if any, made by Tenant for the prior Comparison Year, plus an amount equal to Landlord’s estimate of the amount of increase in Tenant’s Tax Payment for the then current Comparison Year, divided by twelve (12) and payable monthly by Tenant to Landlord as Additional Rent.

(i) “Tenant’s Tax Payment” means Tenant’s Share of the excess of the Taxes payable for any Comparison Year over the Base Taxes.

(j) “Operating Expenses” shall include the aggregate of all costs and expenses (and taxes, if any, thereon) paid or incurred by or on behalf of Landlord (whether directly or through independent contractors) in respect of the operation, maintenance, repair, replacement, management and security of the Real Property, including insurance premiums, the

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cost of electricity, gas, oil, steam, water, air conditioning and other fuel and utilities, attorneys’ fees and disbursements and auditing, management and other professional fees and expenses, and cleaning and janitorial services, but excluding (i) Taxes, (ii) transfer, gains, franchise, inheritance, estate, occupancy, succession, gift, corporation, unincorporated business, gross receipts, profit and income taxes imposed upon Landlord, (iii) mortgage amortization and interest, (iv) all leasing costs, including leasing and brokerage commissions and similar fees, (v) the cost of tenant installations and decorations incurred in connection with preparing space for a tenant’s occupancy, and any other contribution by Landlord to the cost of tenant improvements, (vi) the cost of electric power, gas, steam or any other utilities furnished to any space leased or available for lease in the Building, (vii) administrative salaries and wages of Landlord’s employees at or above the grade of general manager, (viii) ground rent or any other payments paid under Superior Leases, (ix) the cost of repairs or other work incurred by reason of fire or other casualty, (x) depreciation and amortization, except as provided herein, (xi) advertising and promotional costs for the Building, (xii) costs and expenditures payable by any affiliate of Landlord in excess of the amount which would be paid in the absence of such relationship, (xiii) costs incurred with respect to a sale or transfer of all or any portion of the Building or any interest therein, (xiv) financing and refinancing costs, (xv) expenses incurred in connection with services or other benefits of a type that are not provided to Tenant (or are provided at separate or additional charge) but that are provided to another tenant or occupant of the Building, (xvi) legal fees, expenses and disbursements (including those incurred in connection with leasing, sales, financing or refinancing, or disputes with current or prospective tenants), (xvii) any costs paid or reimbursable to Landlord directly by Tenant or any other tenants or occupants of the Building, (xviii) to the extent any costs includable in Operating Expenses are incurred with respect to both the Building and other properties (including salaries, fringe benefits and other compensation of Landlord’s personnel who provide services to both the Building and other properties), there shall be excluded from Operating Expenses a fair and reasonable percentage thereof which is properly allocable to such other properties, (xix) the cost of any judgment, settlement, or arbitration award resulting from Landlord’s negligence, willful misconduct or fraud and all expenses incurred in connection therewith, (xx) the cost of providing any service provided by managing agents of comparable buildings in New York, New York which is customarily included in management fees, (xxi) any interest, fine, penalty or other late charges payable by Landlord and incurred as a result of late payments, (xxii) costs incurred to remedy violations of Laws, (xxiii) costs incurred in connection with making any additions to, or building additional stories on, the Building, (xxiv) costs of removal, replacement, enclosure, encapsulation or other treatment of any Hazardous Materials in the Real Property, (xxv) any costs paid or reimbursable to Landlord from the proceeds of insurance or condemnation or from any other source, and (xxvi) the cost of any improvement, repair, alteration, addition, change, replacement or other item which under generally accepted accounting principles (consistently applied) is properly classified as a capital expenditure, including rental payments for any equipment ordinarily considered to be of a capital nature if rented in lieu of a purchase, except for capital improvements that (A) are required in order to comply with Laws enacted after the date of this Lease, or (B) result in reducing Operating Expenses (as, for example, a labor-saving improvement), but only to the extent of any such reduction during the Term. The cost of such capital improvements, amortized on a straight-line basis, with interest at the Base Rate, shall be added to Operating Expenses for each Comparison Year during the Term from and after the date any such capital improvement is made.

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(k) “Base Expense Year” means the calendar year 2006.

(1) “Base Operating Expenses” means the Operating Expenses for the Base Expense Year, which the parties have agreed for the purpose of calculating Tenant’s Operating Payment is $16,823,198.

(m) “Tenant’s Operating Payment” means Tenant’s Share of the excess of the Operating Expenses payable for any Comparison Year over the Base Operating Expenses.

(n) “Tenant’s Projected Operating Payment” means Landlord’s reasonable estimate of Tenant’s Operating Payment for the then current Comparison Year, divided by twelve (12) and payable monthly by Tenant to Landlord as Additional Rent.

Section 7.2. (a) If the Taxes payable for any Comparison Year (any part or all of which falls within the Term) shall exceed the Base Taxes, Tenant shall pay Tenant’s Tax Payment to Landlord. Before or after the start of each Comparison Year, Landlord shall furnish to Tenant a Landlord’s Statement in respect of Taxes. Tenant shall pay Tenant’s Tax Payment in two (2) semiannual installments in advance on the first day of June (with respect to the period July 1 through December 31 following such payment date) and December 1 (with respect to the period January 1 through June 30 following such payment date), each installment equal to one-half of Tenant’s Tax Payment for such Comparison Year, except that if Landlord has not received tax bills for the following Tax Year in time to bill the June 1 installment of Tenant’s Tax Statement, Landlord may estimate the payment due on June 1, based on Landlord’s estimate of Taxes for the following Tax Year. If, upon issuance of the tax bills for any Tax Year, the estimated amount resulted in (i) an underpayment by Tenant, Tenant shall pay to Landlord the amount of the underpayment within ten (10) Business Days after notice from Landlord, or (ii) an overpayment by Tenant, Landlord shall apply a credit in the amount of the overpayment against future installments of Fixed Rent under this Lease, and if any such credit remains outstanding as of the Expiration Date, Landlord will pay the amount thereof to Tenant within a reasonable time thereafter. Notwithstanding the foregoing provisions of this Section 7.2(a), Landlord shall not issue a Landlord’s Statement or corrected Landlord’s Statement with respect to Taxes no later than twenty-four (24) months after the end of the Tax Year to which such Landlord’s Statement or corrected Landlord’s Statement (as applicable) relates. Each of the parties’ respective obligations hereunder in the case of overpayment or underpayment shall survive the expiration or earlier termination of this Lease.

(b) If at any time during the Term, Taxes are required to be paid (either to the appropriate taxing authorities or as a tax escrow to the holder of a Superior Lease or Mortgage) on any other date or dates than as presently required, then Tenant’s payment for Taxes shall be correspondingly accelerated or revised so that such payments are due at least thirty (30) days prior to the date payments are due to the taxing authorities, Lessor or Mortgagee, as appropriate. The benefit of any discount for any early payment or prepayment of Taxes relating to all or any part of the Real Property shall accrue solely to the benefit of Landlord and Taxes shall be computed without subtracting such discount.

(c) Only Landlord shall be eligible to institute Tax reduction or other proceedings to reduce the Assessed Valuation of the Real Property, and the filing of any such

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proceeding by Tenant without Landlord’s prior written consent shall constitute a default hereunder. If Landlord receives a refund or reduction of Taxes for any Comparison Year, Landlord shall, within a reasonable time after such refund is actually received or such credit is actually applied against Taxes then due and payable, either pay to Tenant, or, at Landlord’s election, credit against future payments of Fixed Rent under this Lease, an amount equal to Tenant’s Share of the refund or reduction, provided that such amount shall not exceed Tenant’s Tax Payment paid for such Comparison Year. Nothing herein contained shall obligate Landlord to file any application or institute any proceeding seeking a reduction in Taxes or Assessed Valuation.

Section 7.3. (a) If the Operating Expenses payable for any Comparison Year (any part or all of which falls within the Term) shall exceed the Base Operating Expenses, Tenant shall pay Tenant’s Operating Payment to Landlord, as Additional Rent within thirty (30) days after demand from Landlord therefor, which demand shall be accompanied by Landlord’s Statement.

(b) Landlord will furnish to Tenant, with respect to each Comparison Year, a written statement setting forth in reasonable detail Landlord’s estimate of Tenant’s Operating Payments for such Comparison Year (“Landlord’s Estimate”). Tenant shall pay to Landlord on the first day of each month during such Comparison Year an amount equal to one- twelfth (1/12th) of Landlord’s Estimate, which shall be credited toward Tenant’s Operating Payment for such Comparison Year. If, however, Landlord shall furnish a Landlord’s Estimate subsequent to the commencement of any Comparison Year, then (i) until the first day of the month following the month in which such estimate is furnished to Tenant, Tenant shall pay to Landlord on the first day of each month an amount equal to the monthly sum payable by Tenant to Landlord under this Section 7.3 in respect of the last month of the preceding Comparison Year, (ii) promptly after Landlord’s Estimate is furnished to Tenant or together therewith, Landlord shall give notice to Tenant stating whether the installments of Tenant’s Operating Payment previously made for such Comparison Year were greater or less than the installments of Tenant’s Operating Payment to be made for such Comparison Year in accordance with such estimate, and (A) if there is a deficiency, Tenant shall pay the amount thereof within thirty (30) days after demand therefor, or (B) if there has been an overpayment, Landlord shall either refund to Tenant the amount thereof or, at Landlord’s election, credit the amount thereof against future installments of Fixed Rent under this Lease, and (iii) on the first day of the month following the month in which Landlord’s Estimate is furnished to Tenant, and monthly thereafter throughout the remainder of such Comparison Year, Tenant shall pay to Landlord an amount equal to one- twelfth (1/12th) of Tenant’s Operating Payment shown on such Landlord’s Estimate. Landlord may, at any time or from time to time (but not more than twice with respect to any Comparison Year) furnish to Tenant a revised Landlord’s Estimate of Tenant’s Operating Payment for such Comparison Year, and in such case, Tenant’s Operating Payment for such Comparison Year shall be adjusted and paid or refunded, or, at Landlord’s election, credited, as the case may be, substantially in the same manner as provided in the immediately preceding sentence.

(c) Within one hundred twenty (120) days following the end of each Comparison Year, Landlord shall furnish to Tenant a Landlord’s Statement for such Comparison Year. Each such year-end Landlord’s Statement for any Comparison Year in which Tenant’s Operating Payment is based upon Operating Expenses shall be accompanied by a computation of

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Operating Expenses for the Building prepared by Landlord’s managing agent, from which Landlord shall make the computation of Operating Expenses hereunder. In making computations of Operating Expenses, the managing agent may rely on Landlord’s estimates and allocations whenever such estimates and allocations are needed for purposes of this Article 7. If Landlord’s Statement shall show that the sums paid by Tenant under this Section 7.3 exceeded the actual amount of Tenant’s Operating Payment required to be paid by Tenant for such Comparison Year, Landlord shall either refund to Tenant the amount of such excess or, at Landlord’s election, credit the amount of such excess against subsequent installments under this Section 7.3, and if Landlord’s Statement for any Comparison Year shall show that the sums so paid by Tenant were less than Tenant’s Operating Payment payable by Tenant for such Comparison Year, Tenant shall pay the amount of such deficiency within thirty (30) days after demand therefor. Subject to the foregoing, each of the parties’ respective obligations hereunder in the case of overpayment or underpayment shall survive the expiration or earlier termination of this Lease. Notwithstanding the foregoing provisions of this Section 7.3, Landlord shall not issue a Landlord’s Statement or corrected Landlord’s Statement with respect to Operating Expenses later than thirty-six (36) months after the end of the Comparison Year to which such Landlord’s Statement relates.

Section 7.4. If the Commencement Date or the Expiration Date shall occur on a date other (i) than July 1 or June 30, respectively, with respect to Taxes, or (ii) January 1 or December 31, respectively, with respect to Operating Expenses, then, in either case, any Additional Rent payable by Tenant to Landlord under this Article 7 for the Comparison Year in which such Commencement Date or Expiration Date shall occur, shall be apportioned in that percentage which the number of days in the period from (x) the Commencement Date to June 30 or from July 1 to the Expiration Date, as the case may be, both inclusive, with respect to Taxes, or (y) January 1 to the Commencement Date or from the Expiration Date to December 31, as the case may be, both inclusive, with respect to Operating Expenses, shall bear to the total number of days in such Comparison Year. In the event of a termination of this Lease, any Additional Rent under this Article 7 shall be paid or adjusted within thirty (30) days after submission of Landlord’s Statement, provided that Tenant shall not be required to pay to Landlord (i) any portion of Taxes and/or Operating Expenses, as the case may be, which may be payable in installments if such installments are payable after the expiration of the Term of this Lease, and (ii) the portion of any Taxes and/or Operating Expenses, as the case may be, which are allocable to the period following the expiration of the Term. Landlord agrees to render a Landlord’s Statement with respect to Taxes and Operating Expenses as soon as reasonably practicable following the termination of this Lease. In no event shall Fixed Rent ever be reduced by operation of this Article 7 and the rights and obligations of Landlord and Tenant under the provisions of this Article 7 with respect to any Additional Rent shall survive the Expiration Date or earlier termination of this Lease.

Section 7.5. (a) Landlord’s failure to render a Landlord’s Statement for any Comparison Year will not prejudice Landlord’s right to thereafter render a Landlord’s Statement with respect thereto or with respect to any subsequent Comparison Year, nor shall the rendering of a Landlord’s Statement prejudice Landlord’s right to thereafter render a corrected Landlord’s Statement for that Comparison Year, subject, however to the provisions of Sections 7.2(a) and 7.3(c). Nothing herein contained shall restrict Landlord from issuing a Landlord’s Statement at any time there is an increase in Taxes or Operating Expenses during any Comparison Year or any time thereafter.

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(b) Each Landlord’s Statement (including any corrected Landlord’s Statement) sent to Tenant shall be conclusively binding upon Tenant unless Tenant shall (i) within thirty (30) days after such Landlord’s Statement is sent, pay to Landlord the amount set forth in such statement when due, without prejudice to Tenant’s right to dispute such statement, and (ii) within one hundred eighty (180) days after such statement is sent, send a written notice to Landlord objecting to such statement and stating that Tenant wishes to examine Landlord’s books and records with respect to Operating Expenses for the Comparison Year to which Landlord’s Statement relates. If Tenant sends such notice, Tenant may elect to have an authorized representative of Tenant examine and copy (at Tenant’s expense), at Landlord’s office or at such other location as Landlord may designate, such of Landlord’s books and records as are relevant to the Landlord’s Statement in question (the “Operating Records”), which shall include the books and records relating to Operating Expenses for the two (2) Comparison Years immediately prior to the Comparison Year in question, but not with respect to any other prior Comparison Years. Tenant agrees that neither it nor any Tenant Party shall (A) disclose to any third party (other than Tenant’s authorized representatives) any of the information obtained in connection with such review, or the substance of any admissions or stipulations by any party in connection therewith, or of any resulting reconciliation, compromise or settlement, nor (B) employ, in connection with any dispute under this Lease, any Person who is to be compensated, in whole or in part, on a contingency fee basis.

(c) If Tenant, after having reasonable opportunity to examine the Operating Records (but in no event more than ninety (90) days after the date on which Tenant shall have commenced its examination of the Operating Records), continues to dispute Landlord’s Statement, then Tenant may send a written notice (“Tenant’s Statement”) to Landlord specifying in reasonable detail the basis for Tenant’s disagreement and the amount of Tenant’s Operating Payment Tenant claims is properly due to Landlord. If Tenant shall not give a Tenant’s Statement within such ninety (90) day period, then Landlord’s Statement shall be conclusive and binding on Tenant and Tenant shall be deemed to have waived any further rights to pursue such dispute. If Tenant gives a Tenant’s Statement, Landlord and Tenant shall attempt to resolve the matters in dispute as set forth herein, but if they are unable to do so within sixty (60) days following the delivery of Tenant’s Statement, Landlord shall designate a Certified Public Accountant reasonably satisfactory to Tenant (the “Arbiter”) who shall be a member of an independent certified public accounting firm having at least twenty (20) accounting professionals and shall have practiced as a certified public accountant for at least ten (10) years, who shall not have been employed by Landlord or its Affiliates within the preceding five (5) years and whose determination made in accordance with this Section 7.5(c) shall be binding upon the parties, and any such determination so made in accordance herewith may be entered as a judgment in any court of competent jurisdiction. If Landlord fails to designate an Arbiter within ninety (90) days after the delivery of Tenant’s Statement, Tenant shall have the right to suggest a Certified Public Accountant as the Arbiter, and if such Person is not reasonably acceptable to Landlord, either party may petition the American Arbitration Association or its successor (the “AAA”) for the appointment of an Arbiter. Tenant shall pay the fees and expenses of the Arbiter, unless the Arbiter shall determine that Landlord overstated Tenant’s Operating Payment by more than five percent (5%) for such Comparison Year, as finally determined, in which case Landlord shall pay such fees and expenses, together with Tenant’s actual out-of-pocket expenses incurred in its examination of the Operating Records.

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(d) Landlord and Tenant agree that any determination made by an Arbiter designated pursuant to this Section 7.5 shall not exceed the amount(s) as determined to be due in the first instance by Landlord’s Statement, nor shall such determination be less than the amount(s) claimed to be due by Tenant in Tenant’s Statement, and that any determination which does not comply with the foregoing shall be null and void and not binding on the parties. In rendering such determination the Arbiter shall not add to, subtract from or otherwise modify the provisions of this Lease, including the immediately preceding sentence. Notwithstanding the foregoing provisions of this Section 7.5, Tenant, pending the resolution of any contest pursuant to the terms hereof shall continue to pay all sums as stated to be due in the first instance by Landlord’s Statement. Upon the resolution of such contest, suitable adjustment shall be made in accordance therewith within thirty (30) days of such resolution, and either (i) an appropriate credit (including interest at the Base Rate accruing on such overpayment for the date such overpayment was made, through and including the date such credit is applied) shall be granted by Landlord to Tenant against the next installments of Fixed Rent and Additional Rent due under this Lease (except that if such resolution occurs during the final year of the Term of this Lease, Landlord shall refund such amount to Tenant), or (ii) an appropriate payment (including interest at the Base Rate accruing on such underpayment from the respective dates such amounts were due until paid) shall be made by Tenant to Landlord. Landlord shall retain all records relating to Operating Expenses for a period of three (3) years after the end of the Comparison Year to which such records relate.

ARTICLE 8. COMPLIANCE WITH LAWS

Section 8.1. Tenant, at its sole expense, shall comply with all Laws applicable to the Premises or the use and occupancy thereof by Tenant, and make all Repairs or Alterations required thereby, ordinary or extraordinary, unless otherwise expressly provided herein; provided, however, that Tenant shall not be obligated to comply with any Law requiring any Alterations or Repairs to the Structural Components of the Premises unless the application of such Law arises from (i) Tenant’s particular manner of use or manner of conduct of Tenant’s business in the Premises or the operation by Tenant of its installations, equipment or other property thereon, whether such manner of use, conduct or operation shall be reasonably distinguishable from the ordinary use, conduct or operation of a business using the Premises for the Permitted Use, or (ii) any Alterations performed by or on behalf of Tenant, and shall make all Repairs or Alterations required thereby, whether structural or non-structural, ordinary or extraordinary, unless otherwise expressly provided herein. Tenant shall not take or permit any action in the Premises, or bring or keep anything therein, that will (A) invalidate or be in conflict with Landlord’s insurance policies, or (B) increase the rates for casualty or liability insurance applicable to the Building. If the insurance rates for the Building are increased as a result of any negligence or willful misconduct of Tenant or any Tenant Party, or by reason of Tenant’s failure to comply with the provisions of this Article 8, then Tenant shall cease such acts or negligence and shall reimburse Landlord, as Additional Rent within thirty (30) days after demand, for the increase in Landlord’s premiums attributable to such act or negligence.

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Section 8.2. Tenant shall not at any time use or occupy the Premises in violation of the certificate of occupancy at such time issued for the Premises or for the Building and if any Governmental Authority declares by notice, violation, order or in any other manner that the Premises are being used for a purpose in violation of the then current certificate of occupancy for the Building, then Tenant shall, on five (5) days’ notice from Landlord or any Governmental Authority, immediately discontinue such use of the Premises. Failure by Tenant to discontinue such use after such notice shall be considered a default in the fulfillment of a material covenant of this Lease, and Landlord shall have the right to exercise any and all of its rights and remedies pursuant to Articles 16 and 17.

Section 8.3. Landlord shall comply with (or cause to be complied with) all Laws applicable to the Building and the Real Property which are not the obligation of Tenant pursuant to Section 8.1, to the extent that non-compliance would impair Tenant’s use and occupancy of the Premises or Tenant’s ability to conduct its business in the Premises for the Permitted Uses. If in the course of performing the Initial Alterations, Tenant discovers any Hazardous Materials, Landlord shall remove and dispose of such Hazardous Materials at Landlord’s expense, with reasonable diligence and in a good and workmanlike manner.

ARTICLE 9. SUBORDINATION AND NON-DISTURBANCE; ESTOPPEL CERTIFICATES

Section 9.1. This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all Mortgages and Superior Leases. This Section 9.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord or any Superior Lessor or Mortgagee may reasonably request to evidence such subordination.

Section 9.2. In the event of any default by Landlord that would give Tenant the right, immediately or after a period of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant shall not exercise such right unless and until (a) Tenant gives written notice of such default to each Mortgagee and Superior Lessor whose name and address have previously been given to Tenant in writing, and (b) a reasonable period for remedying such default elapses after Tenant gave such notice, unless such default cannot be remedied by Landlord or such Mortgagee or Superior Lessor within a reasonable period of time, provided that such Mortgagee or Superior Lessor shall, with due diligence, give Tenant written notice of its intention to remedy such act or omission, and such Mortgagee or Superior Lessor shall commence and thereafter continue with reasonable diligence to remedy such act or omission. If more than one Mortgagee or Superior Lessor shall become entitled to any additional cure period under this Section 9.2, such cure periods shall run concurrently, not consecutively.

Section 9.3. If a Mortgagee or Superior Lessor succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such successor to Landlord’s rights (“Successor Landlord”) and upon Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize Successor Landlord as Tenant’s landlord under this Lease, and shall promptly execute and deliver any instrument that Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and

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effect as, or as if it were, a direct lease between Successor Landlord and Tenant on all of the terms and provisions of this Lease and shall be applicable after such attornment, except that Successor Landlord shall not:

(a) be liable for any previous act or omission of Landlord under this Lease (except to the extent such act or omission continues beyond the date Successor Landlord succeeds to Landlord’s interest);

(b) be subject to any offset that may previously have accrued to or be claimed by Tenant against Landlord; or

(c) be bound by any previous modification of this Lease, not expressly provided for in this Lease, or by any previous prepayment of more than one month’s Fixed Rent, unless such modification or prepayment shall have been expressly approved in writing by such Mortgagee or Superior Lessor.

Section 9.4. Each party agrees, at any time and from time to time, as requested by the other party, upon not less than ten (10) days’ prior notice, to execute and deliver to the other a written statement executed and acknowledged by such party (a) stating that this Lease is then in full force and effect and has not been modified (or if modified, setting forth all modifications), (b) setting forth the then annual Fixed Rent, (c) setting forth the date to which the Fixed Rent and Additional Rent have been paid, (d) stating whether or not, to the best knowledge of the signatory, the other party is in default under this Lease, and if so, setting forth the specific nature of all such defaults, (e) stating the amount of the Security Deposit, (f) stating whether there are any subleases affecting the Premises, (g) stating the address of the signatory to which all notices and communication under the Lease shall be sent, the Commencement Date and the Expiration Date, and (h) as to any other matters reasonably requested by the party requesting such certificate. The parties acknowledge that any statement delivered pursuant to this Section 9.4 may be relied upon by others with whom the party requesting such certificate may be dealing, including any purchaser or owner of the Real Property or the Building, or of Landlord’s interest in the Real Property or the Building or any Superior Lease, or by any Mortgagee or Superior Lessor, or by any prospective or actual sublessee of the Premises or assignee of this Lease, or permitted transferee of or successor to Tenant.

Section 9.5. Notwithstanding anything contained in this Article to the contrary, but provided that the Tenant named herein or an Affiliate of the Tenant named herein is the then Tenant hereunder, Landlord shall use commercially reasonable efforts to obtain and deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”) in the form then used by such Mortgagee or Superior Lessor for the benefit of Tenant from the existing Mortgagee and from each new Mortgagee that becomes effective after the date hereof and from each Superior Lessor after the date hereof, which SNDA shall be in form and substance reasonably satisfactory to such existing Mortgagee, each new Mortgagee and such Superior Lessor and which shall not reduce any rights afforded to Tenant under this Lease. Landlord shall also use commercially reasonable efforts to obtain and deliver an SNDA to an assignee of Tenant which acquires all or substantially all of the assets of Tenant pursuant to a Permitted Transfer. If Tenant fails to execute, acknowledge or deliver to Landlord or to such Mortgagee or Superior Lessor any such SNDA within fifteen (15) days after Landlord’s delivery of same to Tenant,

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whether or not such Mortgagee or Superior Lessor has already executed same, Landlord shall be deemed to have fulfilled all of its obligations under this Section with respect to obtaining an SNDA from such Mortgagee or Superior Lessor, as the case may be. For the purposes of this Section, “commercially reasonable efforts” shall mean an obligation to use reasonable commercial efforts, and shall not be interpreted to require Landlord to enter into any agreement or undertaking to pay or otherwise confer or to actually pay or otherwise confer anything of value to or for the benefit of a third-party (including, without limitation, such Mortgagee or Superior Lessor), to guarantee any obligation, or to otherwise modify any of its obligations under such superior mortgage or superior lease. Landlord’s failure or inability to obtain or deliver to Tenant an SNDA (despite using such commercially reasonable efforts) shall not be a default by Landlord, shall not entitle Tenant to exercise any rights or remedies whatsoever and shall in no event affect this lease or Tenant’s obligations hereunder. Notwithstanding the foregoing, if any Superior Lessor or Mortgagee requires Landlord to pay a fee solely for the preparation, negotiation and execution of any such SNDA, Landlord shall so notify Tenant and if Tenant agrees to pay the aforesaid third-party fee on behalf of Landlord and such payment by Tenant is acceptable to such Mortgagee or to such Superior Lessor, then Landlord agrees to obtain and deliver to Tenant an SNDA.

ARTICLE 10. SERVICES

Section 10.1. ELECTRICITY (a) (i) The Premises are currently served by electrical infrastructure fused at (A) 1,000 amperes of 460 volt, 3-phase, 4-wire, AC electrical capacity dedicated to Tenant for the 8th Floor Premises (the “8th Floor Premises Basic Capacity”), and (B) 1,000 amperes of 460 volt, 3-phase, 4-wire, AC electrical capacity dedicated to Tenant for the 15th Floor Premises (the “15th Floor Premises Basic Capacity”) (the 8th Floor Premises Basic Capacity and the 15th Floor Premises Basic Capacity are collectively referred to as the “Basic Capacity”). If and when Tenant leases any other portion of the Building, including, without limitation, any Expansion Space (as such term is defined in Article 32 hereof), the “Basic Capacity” for such other portions of the Building shall be the quantity and quality of electricity being provided by Landlord to the portion of the Building in question as of the date on which such portion of the Building is added to the Premises. In the event that Tenant shall require electric capacity in excess of the Basic Capacity, then upon request, and subject to the availability of additional electrical capacity in the Building, as determined by Landlord in its reasonable judgment, Landlord shall make additional electric power available to Tenant, at a location in the basement of the Building to be designated by Landlord, and Tenant shall pay to Landlord a one-time charge equal to the Building Standard Rate per ampere for additional power, multiplied by each ampere in excess of the Basic Capacity so provided by Landlord. Tenant shall be solely responsible, at Tenant’s expense, for the installation of all risers and other electrical facilities and equipment required in order to deliver such additional electric power to the Premises, and to distribute it therein. Tenant covenants that Tenant’s use and consumption of electric current shall not at any time exceed the Basic Capacity, as increased from time to time pursuant to this Section 10.1 (the Basic Capacity, together with any increased electrical capacity provided hereunder, the “Electrical Capacity”), nor exceed the capacity of any of the electrical facilities and installations in or otherwise serving or being used in the Premises. Tenant shall pay Landlord, as Additional Rent, at any time and from time to time, but no more frequently than monthly, for its consumption of electricity at the Premises, as provided herein.

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(b) The calculations and determinations of the charges for electricity consumed by Tenant in the Premises (including any Expansion Space that becomes a part of the Premises) shall be based on the readings of one or more submeters serving the Initial Premises, applied to the Cost Per Kilowatt Hour, as defined below. Tenant shall pay to Landlord, as Additional Rent on demand from time to time but no more frequently than monthly, for its consumption of electricity at the Initial Premises, a sum equal to 105% of the product of (x) Cost Per Kilowatt Hour, multiplied by (y) the actual number of kilowatts and kilowatt-hours of electric current consumed by Tenant in such billing period. “Cost Per Kilowatt Hour” means the total actual cost incurred by Landlord to provide electricity to the Building during a particular billing period, including energy charges, demand charges, surcharges, time-of-day charges, fuel adjustment charges, rate adjustment charges, taxes (regardless of whether included in the utility company’s charges or paid separately by Landlord), rebates and any other factors used by the utility company in computing its charges to Landlord, divided by the total kilowatt hours purchased by Landlord to provide electricity to the Building during such period. In addition, Tenant shall pay to Landlord, as Additional Rent (A) the fees and expenses of Landlord’s electrical contractor for services rendered by such contractor in the maintenance and repair of such submeter(s), and (B) the amount of any taxes imposed by any Governmental Authority on Landlord’s receipts from the sale of electricity to Tenant. If at any time during the Term the cost elements comprising the Cost Per Kilowatt Hour shall be increased by the Electricity Provider, or the Cost Per Kilowatt Hour shall be increased for any other reason, then effective as of the date of such increase, Tenant’s payment for submetered electricity under this Section 10.1 shall be proportionately increased. Landlord reserves the right to contract with different Electricity Providers from time to time in its sole judgment, and without reference to whether any Electricity Provider selected by Landlord provides lower rates than any other electricity supplier.

(c) Tenant covenants that Tenant’s use and consumption of electric current shall not at any time (x) exceed the Electrical Capacity, or (y) adversely affect the quality of the electrical power in the Building (for example, through the creation of harmonics, backflow, backfeed or similar conditions), and Tenant shall, upon the submission by Landlord to Tenant of written notice, promptly cease the use of any of Tenant’s electrical equipment which Landlord believes will cause Tenant to exceed such capacity or give rise to any such condition.

(d) Landlord reserves the right to discontinue furnishing electricity to Tenant in the Premises on not less than sixty (60) days notice to Tenant, if Landlord is hereafter prohibited by any Law from providing electricity to Tenant. This Lease shall continue in full force and effect and shall be unaffected thereby, except that from and after the effective date of such discontinuance, Landlord shall not be obligated to furnish electricity to Tenant, and Tenant shall have no further obligation to pay Landlord for electricity supplied to the Premises. If Landlord so discontinues furnishing electricity to Tenant, Tenant shall arrange to obtain electricity directly from the Electricity Provider. Such electricity may be furnished to Tenant by means of the then existing electrical facilities serving the Premises to the extent that the same are available, suitable and safe for such purposes. All costs associated with Tenant’s obtaining direct electric service to the Premises shall be borne by Landlord. Landlord will not voluntarily discontinue furnishing electricity to Tenant until Tenant is able to receive electricity directly from the Electricity Provider, unless the Electricity Provider is not prepared to furnish electricity to the Premises on the date required as a result of Tenant’s delay or negligence in arranging for service.

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Section 10.2. HEAT, VENTILATION AND AIR-CONDITIONING

Landlord shall have no obligation to provide heat, ventilation, or air-conditioning services to the Premises. Landlord and Tenant acknowledge that there is located on the roof of the Building, as more particularly described in Section 10.10, certain air-conditioning, heating and cooling equipment systems (which may include dry coolant condensers, chillers and related HVAC equipment) that services the Premises on the Roof Space (such air-conditioning, heating and equipment cooling systems being herein referred to as “Tenant’s HVAC System”).

Section 10.3. ELEVATORS

(a) Landlord will provide (i) passenger elevator service on Business Days from 8:00 a.m. to 6:00 p.m., with not less than one (1) passenger elevator operating at all other times, and (ii) freight elevator facilities on a non-exclusive, “first come first served” basis on Business Days from 8:00 a.m. to 4:45 p.m. (“Freight Business Hours”). Such elevator service shall be subject to such rules and regulations as Landlord may promulgate from time to time with respect thereto. Landlord shall have the right to change the operation or manner of operation of any of the elevators in the Building and/or to discontinue, temporarily or permanently, the use of any one or more cars in any of the passenger, freight or truck elevator banks.

(b) Landlord will make the freight elevator available to Tenant during other than Freight Business Hours on a reservation basis, on not less than twenty-four (24) hours prior request by Tenant (subject to reasonable Building requirements and any prior reservations made by other tenants and occupants of the Building), and Tenant shall pay the Building Standard Rate therefor as Additional Rent within thirty (30) days after demand. As of the date hereof, Landlord’s Building standard rate for freight elevator service during other than Freight Business Hours is $190.00 per cab per hour; with a four (4) hour minimum subject to increase to reflect increases in Landlord’s cost of providing such service (including the charges for a hoisting engineer, if required).

Section 10.4. CLEANING AND RUBBISH REMOVAL Tenant shall, at Tenant’s expense, provide cleaning services at the Premises pursuant to reasonable rules and regulations established by Landlord from time to time, and use a cleaning contractor approved by Landlord. Tenant shall, at Tenant’s sole cost, provide refuse and rubbish removal service at the Premises at times, and pursuant to regulations, established by Landlord from time to time.

Section 10.5. WATER Landlord shall furnish hot and cold water to the Premises in such quantities as Landlord deems sufficient for ordinary drinking, lavatory and cleaning purposes to the Premises. If Tenant requires, uses or consumes water for any purpose in addition to ordinary lavatory, cleaning and drinking purposes, Landlord may install a water meter and thereby measure Tenant’s consumption of water for all purposes. Tenant shall (a) pay to Landlord the cost of any such meters and their installation, (b) at Tenant’s expense, keep any such meters and any such installation equipment in good working order and repair, and (c) pay to Landlord, as Additional Rent, as and when billed therefor for water consumed, together with a charge for any required pumping thereof, all sewer rents, charges or any other taxes, rents, levies or charges which now or hereafter are assessed, imposed or shall become a lien upon the Premises or the Real Property pursuant to law, order or regulation made or issued in connection

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with any such metered use, consumption, maintenance or supply of water, water system, or sewage or sewage connection or system, and in default in making such payment Landlord may pay such charges and collect the same from Tenant.

Section 10.6. No WARRANTY OF LANDLORD (a) Landlord does not warrant that any of the services to be provided by Landlord to Tenant hereunder, or any other services which Landlord may supply (i) will be adequate for Tenant’s particular purposes or as to any other particular need of Tenant or (ii) will be free from interruption, and Tenant acknowledges that any one or more such services may be interrupted or suspended by reason of Unavoidable Delays. In addition, Landlord reserves the right to stop, interrupt or reduce service of the Building Systems by reason of Unavoidable Delays, or for Repairs that are necessary in Landlord’s judgment, until such Repairs or Alterations are completed. Any such interruption or discontinuance of service, or the exercise of such right by Landlord to suspend or interrupt such service shall not (i) constitute an actual or constructive eviction, or disturbance of Tenant’s use and possession of the Premises, in whole or in part, (ii) entitle Tenant to any compensation or, except as provided in Section 10.6(b), to any abatement or diminution of Fixed Rent or Additional Rent, (iii) relieve Tenant from any of its obligations under this Lease, or (iv) impose any responsibility or liability upon Landlord or any Landlord Party by reason of inconvenience or annoyance to Tenant, or injury to or interruption of Tenant’s business, or otherwise, except as provided in Article 28. Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s access to and use and occupancy of the Premises in making any Repairs or Alterations. Landlord shall not be required to furnish any services except as expressly provided in this Article 10.

(b) Notwithstanding anything to the contrary contained in any other provision of this Lease, if (i) Tenant is unable to use the Premises or any portion thereof for the ordinary conduct of Tenant’s business due to Landlord’s failure to provide services, perform repairs, or comply with Laws, or as a result of Unavoidable Delays, and such condition continues for a period in excess of twenty (20) consecutive Business Days, and (ii) such condition has not resulted from the negligence or willful misconduct of Tenant or any Tenant Party, then Fixed Rent and Additional Rent shall be abated as to the Premises or affected portion thereof on a per diem basis commencing on the date the Premises become unusable and ending on the date Tenant reoccupies the Premises or such portion thereof for the ordinary conduct of its business. Tenant will use commercially reasonable efforts to notify Landlord promptly upon becoming aware of any condition that would give rise to an abatement of Rent under this Section 10.6(b).

Section 10.7. SETBACK AREA.

(a) Landlord hereby grants to Tenant for Tenant’s own use and not for resale purposes, a license to use an area of the roof setback above the seventh (7th) floor of the Building, as shown in shading on the plan attached as Exhibit E (the “Setback Area”) for the installation and operation, at Tenant’s sole cost and expense, of dry coolers for Tenant’s HVAC System, subject to the terms and conditions of this Lease and all Laws. Tenant hereby acknowledges that access to the Setback Area may only be achieved by means of (i) space on the eighth (8th) floor of the Building (the “iBasis Space”) that is occupied by iBasis, Inc. (“iBasis”), as of the date hereof, or (ii) access from the presently existing door from the 8^th Floor Premises to the roof that includes the Setback Area. Landlord agrees to use reasonable efforts to cause iBasis to provide Tenant with access to the iBasis Space (it being agreed and understood that

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under no circumstances will Landlord be liable to Tenant for iBasis’ failure to provide Tenant with access to the iBasis Space nor shall the same be a default by Landlord or entitle Tenant to exercise any rights or remedies whatsoever). Tenant covenants and agrees that its use of the Setback Area shall be at Tenant’s sole risk and that Landlord makes no representations as to (i) whether such use is permitted by Law, or (ii) whether the Setback Area is suitable for any such use. Only authorized engineers, employees, contractors, subcontractors and agents of Tenant, government or quasi-governmental inspectors or persons under Tenant’s direct supervision who are approved by Landlord in each instance, such approval not to be unreasonably withheld (collectively, “Tenant’s Authorized Personnel”) shall be permitted access to the Setback Area. Tenant’s Authorized Personnel shall have reasonable access to the Setback Area at all times, subject to reasonable Building security and identification procedures and the Building rules and regulations in effect from time to time and subject to any charges imposed by Landlord at Building Standard Rates for access to the roof at times other than during normal business hours on Business Days. Landlord shall have the right at any time during the Term, upon prior written notice to Tenant, to provide and furnish Tenant with space elsewhere in the Building of approximately the same size as the Setback Area (the “Substitute Setback Area”) and the right to require Tenant to relocate the Setback Equipment (as hereinafter defined) located on Setback Area and the Setback Area to such Substitute Setback Area; provided, however, that (x) the relocation of the Setback Equipment shall be performed by Landlord, upon not less than one hundred twenty (120) days’ notice to Tenant, at Landlord’s sole cost and expense, (y) Landlord shall effect such relocation in a commercially reasonable manner so as to minimize disruption to the business of Tenant and the other occupants of the Premises, and (z) the relocation of the Setback Equipment to the Substitute Setback Area shall not materially adversely affect the functionality, efficiency or operation of the Setback Equipment.

(b) Tenant agrees to accept the Setback Area in its “as is” condition on the Commencement Date, and that Landlord shall have no obligation to make any alterations, improvements, repairs or decorations to the Setback Area or to incur any expense in order to prepare the Setback Area for Tenant’s use thereof. Landlord shall not be obligated to supply any services of any kind whatsoever to the Setback Area, Subject to the provisions of Article 4 and to all applicable Laws, at Tenant’s sole cost and expense, Tenant shall install and maintain sound attenuated acoustic enclosures satisfactory to Landlord and take all other sound reduction measures necessary to eliminate or reduce to levels acceptable to Landlord, in its reasonable judgment, any noise generated by Tenant’s HVAC System and dry coolers (collectively, the “Setback Equipment”). Tenant shall use the Setback Area and the Setback Equipment so as to not materially interfere with Landlord’s or other tenant’s or occupant’s use of the Setback Area, or damage to or interference with the operation of the Building or the Buildings Systems. For purposes hereof, the term “interference” shall mean and include (i) noise or Vibration audible Or discernible anywhere outside the Setback Area, (ii) interference with Landlord’s use of the Setback Area or the operation of any equipment install by Landlord or any other tenant in the Building, or (iii) interference, in any material respect, with the operation of the Building or with the Building Systems. If any of the Setback Equipment causes any material interference, then Tenant, at its sole cost and expense, shall take all steps necessary to eliminate such interference. If Tenant fails, within thirty (30) days after notice, to eliminate such interference, Landlord may relocate or remove the Setback Equipment causing such interference, and Tenant shall promptly reimburse Landlord for any costs and expenses incurred by Landlord in connection therewith.

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(c) The installation of Tenant’s Setback Equipment shall constitute an Alteration and shall be performed by Tenant at Tenant’s expense (including any costs and expenses in connection with reinforcing the roof of the Building, if required) in accordance with and subject to the provisions of Article 4.

(d) Tenant shall pay a license fee to Landlord for the Setback Area, as Additional Rent in advance on the first day of each month during the Term, as follows:

(i) [***] per annum ([***] per month) from the Commencement Date through February 28, 2011;

(ii) [***] per annum ([***] per month) from March 1, 2011 through February 29, 2012;

(iii) [***] per annum ([***] per month) from March 1, 2012 through February 28, 2013;

(iv) [***] per annum ([***] per month) from March 1, 2013 through February 28, 2014;

(v) [***] per annum ([***] per month) from March, 1, 2014 through February 28, 2015;

(vi) [***] per annum ([***] per month) from March 1, 2015 through February 29, 2016;

(vii) [***] per annum ([***] per month) from March, 1, 2016 through February 28, 2017;

(viii) [***] per annum ([***] per month) from March 1, 2017 through February 28, 2018; and

(ix) [***] per annum ([***] per month) from March 1, 2018 through the Expiration Date.

(e) Tenant shall (i) be solely responsible for any damage caused as a result of the use of Tenant’s Setback Equipment by Tenant or any Tenant Party, (ii) promptly pay any tax, license, permit or other fees or charges imposed pursuant to any Laws relating to the installation, maintenance or use of Tenant’s Setback Equipment, and (iii) promptly and diligently perform all necessary repairs or replacements to, or maintenance of, Tenant’s Equipment, provided, however, that if Tenant’s failure after thirty (30) days’ notice from Landlord to so repair, replace or maintain Tenant’s Setback Equipment jeopardizes in any way Landlord’s or any other tenant’s property located on the roof or within the Building, Landlord may, at Landlord’s option, elect to perform such repairs, replacements or maintenance at Tenant’s expense. Landlord shall give Tenant thirty (30) days’ prior notice of its election to perform such repairs, except in an emergency.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(f) The license granted to Tenant in this Section 10.7 shall (i) not be assignable by Tenant separately from this Lease, but shall be automatically deemed transferred to Tenant’s assignee pursuant to a permitted assignment of this Lease, (ii) not now or at any time after the installation of Tenant’s Setback Equipment, be deemed to grant Tenant a leasehold or other real property interest in the Building or any portion thereof, including the Building’s roofs and (iii) continue until and automatically terminate and expire upon the expiration or earlier termination of this Lease, and the termination of such license shall be self-operative and no further instrument shall be required to effect such termination.

Section 10.8. RISER SPACE Landlord has made available to Tenant, without additional charge, the existing riser and lateral space shown on Exhibit F attached hereto sufficient to accommodate the electrical and mechanical conduits and connections required in order to deliver the Basic Capacity to the Premises and to connect existing Building Systems, Rooftop Equipment and other Service Equipment to the Premises. If Tenant requires additional riser space for electrical and mechanical conduits, pipes, cables or other connections between the Premises and the Roof Space or any other Building ancillary space serving the Premises, then upon request by Tenant, subject to availability of riser space in the Building, as determined by Landlord in its good faith discretion, Landlord will make such additional riser space available to Tenant without additional charge to Tenant. If Tenant (with Landlord’s approval) adds additional Roof Space and requires additional riser space for electrical or mechanical conduits or connections in connection with such additional Roof Space, then upon request by Tenant, subject to availability of riser space in the Building, as determined by Landlord at its sole and absolute discretion, Landlord will make riser space available to Tenant at the Building Standard Rate for riser space in the Building (which rate is currently an annual charge of $11.00 per lineal foot). It is not the intention of the parties that Tenant be obligated to pay any additional charges for riser and/or lateral space in connection with the replacement of existing wires, pipes, ducts and/or conduits serving the Premises or for wires, pipes, ducts and/or conduits connecting the Premises to replacement or additional equipment installed by Tenant within the Roof Space or existing ancillary space housing equipment or systems currently serving the Premises. All work in connection with the installation of such conduit, including core drilling, if required, shall be performed by Tenant at Tenant’s expense, including the cost of a fire watch and related supervisory costs relating to any core drilling, which shall be performed in such a manner and at such times as Landlord shall prescribe. Landlord shall make available to Tenant reasonable access within the Building’s core for purposes of such installation work.

Section 10.9. BUILDING EMERGENCY GENERATORS; TENANT’S GENERATORS

(a) Landlord shall make up to 1,000 amperes of 480-volt emergency electric power service (“8th Floor EPS”) available to Tenant for use in the 8th Floor Premises from the Building’s emergency electric generators (the “Building Generators”) as provided in this Section 10.9. There is installed (i) an automatic transfer switch (the “8th Floor Transfer Switch”) in the 8th Floor Premises sufficient to supply a total connected load of up to 1,000 amperes of 8th Floor EPS (the “Required 8th Floor Amperage”) at 480 volts to the 8th Floor Premises, and (ii) a connection from the Building Generators to the 8th Floor Transfer Switch. The 8th Floor Transfer Switch shall be deemed Tenant’s Property for all purposes of this Lease.

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(b) Effective from and after October 1, 2007, Tenant shall pay a fee (the “8th Floor EPS Fee”), irrespective of whether or not emergency power is ever required or used by Tenant. The 8th Floor EPS Fee shall be payable by Tenant to Landlord as Additional Rent in advance in equal monthly installments on the first day of each month during the Term. The initial 8^th Floor EPS Fee shall be $150.00 per ampere per year for the Required 8^th Floor Amperage. The 8^th Floor EPS fee shall escalate as of each Reset Date by the sum of (x) the product of (A) the 8^th Floor EPS Fee then in effect for the immediately previous calendar year, multiplied by (B) the CPI Fraction and (y) the then 8^th Floor EPS fee. In no event shall the 8^th Floor EPS Fee ever be reduced pursuant to this subsection. At Landlord’s option, Landlord may bill Tenant for the 8^th Floor EPS Fee other than on a monthly basis, provided that Landlord may not so bill Tenant more frequently than monthly. Tenant’s liability for the 8^th Floor EPS Fee (including all increases therein) shall survive the expiration or sooner termination of the Term.

(c) Landlord shall supply 8th Floor EPS to Tenant only if there is an interruption or failure in the supply of electric current to the 8th Floor Premises, and under no other circumstances. Tenant shall be responsible for the payment of any occupancy tax, or any other tax (other than Landlord’s income tax) imposed upon the Additional Rent paid by Tenant pursuant to this Section 10.9.

(d) Tenant shall not transfer or assign the right to receive the 8th Floor EPS for use outside the Premises. Tenant acknowledges that the Building Generators (and any replacements and/or substitutes therefor), and all connections thereto, are and shall remain the sole property of Landlord and may not be removed by Tenant. Landlord shall have the right, in Landlord’s sole discretion and at Landlord’s cost, at any time and from time to time during the term of this Lease, on not less than thirty (30) days prior notice to Tenant, to relocate one or more of the Building Generators to another area or areas of the Building, to replace one or more of the Building Generators, or to substitute one or more other building generators in lieu of one or more of the Building Generators. Tenant shall cooperate with Landlord to effectuate any such relocation or substitution of the Building Generators. Upon any such replacement or substitution, the replacement generator or substitute generator shall be one of the Building Generators.

(e) Landlord shall maintain and repair the Building Generators, and shall maintain such service contracts and take such other actions as may be necessary in Landlord’s sole judgment to keep the Building Generators in good working order; provided, however, that Landlord shall not be liable in any way to Tenant for any delay, interruption, failure, variation or defect in or with regard to the Building Generators or the 8th Floor EPS, and in no event shall Landlord be liable to Tenant for special, indirect or consequential damages which may result from any such delay, interruption, failure, variation or defect.

(f) Landlord and Tenant acknowledge that there is located on the roof of the Building, as more particularly described in Section 10.10, one (1) diesel-powered electric generator having a capacity of up to 750 kw, and other related equipment, including mountings and supports, that service the 15th Floor Premises, and one (1) diesel-powered electric generator having a capacity of up to 2,000 kw, and other related equipment, including mountings and supports, that is not connected to the Premises (collectively, “Tenant’s Generators”). Subject to the applicable provisions of the Lease (including Section 10.10), Tenant shall have the right to

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operate, maintain, use, repair and replace Tenant’s Generators in a portion of the Roof Space (as defined in Section 10.10), in accordance with, and subject to, the applicable provisions of this Lease.

(g) As of the date hereof, only the 750 kw generator is connected to the Building’s fuel distribution system. Tenant shall have the right to continue such connection, as designated by Landlord from time to time. In addition, Tenant shall reimburse Landlord for Landlord’s actual cost of diesel fuel consumed by Tenant’s Generators, as indicated on a meter to be installed by Landlord (to the extent not installed as of the date hereof), at Tenant’s expense, at a point designated by Landlord along the fuel line connecting such fuel tank to Tenant’s Generators. Landlord agrees to use commercially reasonable efforts to ensure that the Building’s diesel fuel tanks servicing Tenant’s Generators shall be in working order and supplied with sufficient diesel fuel to permit Tenant to operate Tenant’s Generators in the event of an electrical power failure. Tenant shall reimburse Landlord, within thirty (30) days after submission of a bill therefor, for all fuel lines, pumps, piping, meters and other equipment or installations necessary for the operation of Tenant’s Generators as provided in this Section 10.9. Tenant shall be responsible for all reinforcement and bracing necessary to enable the roof of the Building to support Tenant’s Generators. If Tenant requires riser space for electrical conduits connecting the 2,000 kw generator to the Premises, or for fuel lines connecting the 2,000 kw generator to the Building fuel tank(s) designated by Landlord, then Landlord shall make such riser space available to Tenant as provided in Section 10.8; provided, however, that there shall be no periodic charge for such riser space. References herein to Tenant’s Generators shall be deemed to include such riser and the electrical conduits and fuel lines appurtenant thereto.

(h) Tenant’s Generators shall be treated for all purposes of the Lease as a Tenant’s Alteration, provided that Tenant shall in no event remove Tenant’s Generators, it being agreed that upon on the Expiration Date or sooner termination of the Lease, Tenant’s Generators shall become the property of Landlord.

(i) Landlord represents that Landlord has not received any written notice of any defects in or interference or noise generated by any of the Roof Equipment.

Section 10.10. ROOF SPACE.

(a) Tenant presently occupies an area or areas of space on the roof of the Building (the “Roof Space”), as set forth on the plan annexed hereto as Exhibit G, in connection with the conduct of Tenant’s business as permitted under this Lease, in order to accommodate Tenant’s HVAC System, Antenna Equipment and Tenant’s Generators (collectively, the “Roof Equipment”). Subject to the rights of other tenants or occupants of the Building, Landlord shall make available to Tenant reasonable access to the Roof Space for the upgrade, maintenance, repair, operation and use of the Roof Equipment. If any of the Roof Equipment generates noise likely, in Landlord’s judgment, to disturb other tenants or occupants of the Building, then Tenant shall install sound attenuated acoustic enclosures satisfactory to Landlord designed to eliminate such noise or reduce such noise to acceptable levels. For purposes of this Lease, “acceptable levels” shall mean that the Roof Equipment produces a noise level of not more than 75 dB (A) at four (4) meters, but in no event greater than that permitted under applicable Laws. Landlord acknowledges that the Roof Equipment is currently connected

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to the Premises by conduit running from the Roof Space to the Premises through riser space. References herein to the Roof Equipment shall be deemed to include such riser space and any conduit therein.

(b) The installation of any new or replacement Roof Equipment shall constitute an Alteration and such installation, together with any changes thereto or to any of the existing Roof Equipment, shall be performed by Tenant at Tenant’s expense (including any costs and expenses in connection with reinforcing the roof of the Building, if required) in accordance with and subject to the provisions of Article 4. All of the provisions of this Lease shall apply to the installation, upgrade, use and maintenance of the Roof Equipment, including all provisions relating to compliance with Laws, insurance, indemnity, repairs and maintenance. Tenant shall not be charged any rental for any new Roof Equipment (other than Antenna Equipment) or replacement Roof Equipment installed within the Roof Space, but Landlord may charge its Building Standard Rate if Tenant requests additional Roof Space.

(c) Landlord retains the right to use the portions of the Building adjacent to the Roof Space for any purpose whatsoever, provided such use shall not interfere with the functioning of the Roof Equipment. Tenant shall have reasonable access to the Roof Equipment at all times, and Landlord shall not interfere with the use of the Roof Equipment so as to cause the operation thereof to be interrupted or impaired. Tenant shall use and operate the Roof Equipment so as not to cause any interference to Landlord’s use of the roof or any other portion of the Building, or damage to or interference with the operation of the Building or any Building Systems installed prior to the installation of the Roof Equipment. If the Roof Equipment materially interferes with any equipment installed by Landlord or any other tenant in the Building prior to the installation of the Roof Equipment, then Tenant, at its expense, shall take all steps necessary to eliminate such interference, and if Tenant shall fail to substantially eliminate such interference, Tenant shall relocate the Roof Equipment to another area on the Building designated by Landlord. In the event Tenant fails, within ninety (90) days after notice (or such shorter period as shall be reasonably required in the event of an emergency), to relocate or remove the Roof Equipment, Landlord may do so, and Tenant shall promptly reimburse Landlord for any costs and expenses incurred by Landlord in connection therewith.

(d) Landlord may at its option, at any time during the Term upon not less than one hundred twenty (120) days prior notice to Tenant (except in the event of an emergency) relocate the Roof Equipment to another area in or on the Building designated by Landlord and reasonably satisfactory to Tenant, provided that such relocation (i) is performed at Landlord’s expense, and (ii) shall not result in any interruption of the operation of the Roof Equipment that interferes with or prevents Tenant from using the Premises for the conduct of its business. Without limiting the foregoing, if required in order to prevent any such interruption of the operation of the Roof Equipment, Landlord shall provide substantially equivalent alternative or redundant services, at Landlord’s expense. Landlord shall pay the costs of transferring Tenant’s systems from the Roof Equipment to alternative systems, and shall indemnify Tenant against all actual out-of-pocket Losses resulting from any material interruption of or interference with Tenant’s business due to any relocation of the Roof Equipment by Landlord pursuant to this Section 10.10(d), but excluding consequential damages of any kind or nature whatsoever, such as loss of profits or loss of business opportunities.

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(e) Landlord shall not have any obligations with respect to the Roof Equipment or compliance with any Laws (including the obtaining of any required permits or licenses, or the maintenance thereof) relating thereto, nor shall Landlord be responsible for any damage that may be caused to Tenant or the Roof Equipment by any other tenant or occupant of the Building, except for damage caused by the gross negligence or willful misconduct of Landlord or any Landlord Party.

(f) Tenant shall (i) be solely responsible for any damage caused as a result of the use of the Roof Equipment by Tenant or any Tenant Party, (ii) promptly pay any tax, license, permit or other fees or charges imposed pursuant to any Laws relating to the installation, maintenance or use of the Roof Equipment, and (iii) promptly perform all necessary repairs or replacements to, or maintenance of, the Roof Equipment, provided that if Tenant’s failure after thirty (30) days’ notice from Landlord to so repair, replace or maintain the Roof Equipment jeopardizes in any way Landlord’s or any other tenant’s property located on the roof or within the Building, Landlord may, at Landlord’s option, elect to perform such repairs, replacements or maintenance at Tenant’s expense. Landlord shall give Tenant thirty (30) days’ prior notice of its election to perform such repairs, except in an emergency.

(g) The privileges granted Tenant under this Section 10.10 merely constitute a license and shall not, now or at any time after the installation of the Roof Equipment, be deemed to grant Tenant a leasehold or other real property interest in the Building or any portion thereof, including the Building’s roofs. The license granted to Tenant in this Section 10.10 shall continue until and automatically terminate and expire upon the expiration or earlier termination of this Lease and the termination of such license shall be self-operative and no further instrument shall be required to effect such termination. Upon request by Landlord following the expiration or sooner termination of this Lease and the license granted to Tenant in this Section 10.10, Tenant, at Tenant’s expense, shall promptly execute and deliver to Landlord, in recordable form, any certificate or other document reasonably required by Landlord confirming the termination of Tenant’s right to use the roof of the Building.

Section 10.11. ANTENNA EQUIPMENT.

(a) Landlord hereby grants to Tenant, for Tenant’s own use and for use by Tenant’s invitees, licensees and/or subtenants operating in the Premises, and not for resale purposes, a non-exclusive license to use the Roof Space, at a location designated by Landlord in its sole discretion, for the construction, installation, operation and use by Tenant of two (2) antenna masts, not to exceed ten feet (10’) in overall height, for the installation of cellular communications antennae or satellite dishes, none of which shall exceed one (1) meter in diameter, for use in conjunction with Tenant’s equipment and facilities in the Premises, together with related cabling, mountings, conduits and supports for the foregoing (collectively, the “Antenna Equipment”), at a location or locations designated by Landlord (which locations, as of the date hereof, are shown on Exhibit G hereto), taking into account any reasonable “line of sight” requirements of Tenant. There shall be no charge to Tenant for using the Roof Space for the Antenna Equipment. The Antenna Equipment shall be deemed to constitute Roof Equipment for purposes of Section 10.10.

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(b) Supplementing the provisions of Section 10.10(c), if the Antenna Equipment interferes with any equipment installed by Landlord or any tenant in the Building, or interferes with the operation of the Building or the Building Systems, or if Landlord shall determine that the operation thereof (i) may cause a health hazard or danger to property, or (ii) may not be in accordance with governmental or quasi-governmental standards for non-ionizing radiation for occupational or general public health levels, then Tenant, at its expense, shall take all steps necessary to eliminate such condition, and if Tenant shall fail to eliminate such condition, Tenant shall relocate the Antenna Equipment to another area on the roof of the Building designated by Landlord, as provided in Section 10.10(c). Landlord represents that provisions similar to this Section 10.11(b) are in all existing leases of space in the Building which grant the tenants thereunder the right to install Antenna Equipment and will be included in all new leases of space in the Building which grant the tenants thereunder the right to install Antenna Equipment, and that Landlord shall enforce such provisions in a non-discriminatory manner.

(c) Supplementing the provisions of Section 10.10(e), Landlord makes no representation that the Antenna Equipment will be able to receive or transmit communication signals without interference or disturbance (whether or not by reason of the installation or use of similar equipment by others on the roof) and Tenant agrees that Landlord shall not be liable to Tenant therefor.

ARTICLE 11. INSURANCE

Section 11.1. Tenant, at its expense, shall obtain and keep in full force and effect a policy of commercial general liability insurance, including premises operations and contractual liability under which the insurer agrees to insure Tenant’s obligations, under which Tenant is named as the insured and Landlord, Landlord’s asset manager, Landlord’s managing agent for the Building, and any Superior Lessors and any Mortgagees (in each case, whose names shall have been furnished to Tenant) are named as additional insureds, which insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent or any Superior Lessors or Mortgagees named as additional insureds. Tenant’s primary commercial general liability policy shall contain a provision that the policy shall be noncancellable unless thirty (30) days’ written notice shall have been given to Landlord and Landlord shall similarly receive thirty (30) days’ notice of any material change in coverage. The minimum limits of liability shall be a combined single limit with respect to each occurrence in an amount of not less than $5,000,000 per location general aggregate limit; provided, however, that Landlord shall retain the right to require Tenant to increase said coverage to that amount of insurance which in Landlord’s reasonable judgment is then being customarily required by prudent landlords of comparable buildings in the City of New York, and provided further that Landlord shall require similar increases of other tenants of space in the Building comparable to the Premises, to the extent Landlord shall then have the right to do so under applicable leases. Tenant shall also obtain and keep in full force and effect during the Term, (a) insurance against loss or damage by fire, and such other risks and hazards as are insurable under then available standard forms of “all risk” insurance policies with extended coverage (including theft, sprinkler leakage and boiler and machinery, if applicable), to Tenant’s Property and Tenant’s Alterations for the full insurable value thereof or on a replacement cost basis; (b) Business Interruption Insurance in the amount of $1,500,000, (c) Workers’

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Compensation Insurance, as required by law; (d) New York Disability Benefits Law Policy; and (e) such other insurance in such amounts as Landlord, any Mortgagee or Superior Lessor may reasonably require from time to time. All insurance required to be carried by Tenant pursuant to the terms of this Lease shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the State of New York, and rated in Best’s Insurance Guide, or any successor thereto (or if there be none, an organization having a national reputation) as having a Best’s Rating” of “A-” and a “Financial Size Category” of at least “XI” or if such ratings are not then in effect, the equivalent thereof.

Section 11.2. (a) Landlord and Tenant hereby waive any and all rights of recovery against the other, or against the officers, employees, partners, agents and representatives of the other, for loss of or damage to the property of the waiving party to the extent such loss or damage is insured against under any property insurance policy carried by Landlord or Tenant hereunder. In addition, the parties hereto shall procure an appropriate clause in, or endorsement on, any fire or extended coverage insurance covering the Premises, the Building and personal property, fixtures and equipment located thereon or therein, pursuant to which the insurance companies waive subrogation or consent to a waiver of right of recovery and subject to obtaining such clauses or endorsements of waiver of subrogation or consent to a waiver of right of recovery, hereby agree not to make any claim against or seek to recover from the other for any loss or damage to its property or the property of others resulting from fire or other hazards covered by such fire and extended coverage insurance; provided, however, that the release, discharge, exoneration and covenant not to sue herein contained shall be limited by and coextensive with the terms and provisions of the waiver of subrogation clause or endorsements or clauses or endorsements consenting to a waiver of right of recovery. If the payment of an additional premium is required for the inclusion of such waiver of subrogation or consent to waiver provision, each party shall advise the other of the amount of any such additional premiums and the other party at its own election may, but shall not be obligated to, pay the same, If such other party shall not elect to pay such additional premium, the first party shall not be required to obtain such waiver of subrogation or consent to waiver provision. Tenant acknowledges that Landlord shall not carry insurance on and shall not be responsible for damage to, Tenant’s Alterations (if any) or Tenant’s Property, and that Landlord shall not carry insurance against, or be responsible for any loss suffered by Tenant due to, interruption of Tenant’s business.

(b) As to each party hereto, provided such party’s right of full recovery under the applicable insurance policy is not adversely affected, such party hereby releases the other (and its officers, employees, partners, agents and representatives) with respect to any claim (including a claim for negligence) which it might otherwise have against the other party for loss, damages or destruction of the type covered by such insurance with respect to its property by fire or other casualty; i.e., in the case of Landlord, as to the Building, and, in the case of Tenant, as to Tenant’s Property and Tenant’s Alterations (including rental value or business interruption, as the case may be) occurring during the Term.

Section 11.3. On or prior to the Commencement Date, Tenant shall deliver to Landlord appropriate certificates of insurance required to be carried by Tenant pursuant to this Article 11, including evidence of waivers of subrogation required pursuant to Section 11.2.

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Evidence of each renewal or replacement of a policy shall be delivered by Tenant to Landlord at least twenty (20) days prior to the expiration of such policy.

ARTICLE 12. DESTRUCTION OF PREMISES; PROPERTY LOSS OR DAMAGE

Section 12.1. If the Premises are damaged by fire or other casualty, or if the Building is so damaged that Tenant shall be deprived of reasonable access to the Premises or use of the Premises, Tenant shall give prompt notice thereof to Landlord, and the damage (i) to the Building shall be repaired by and at the expense of Landlord so that access to the Premises shall be substantially the same as prior to the damage, and (ii) to the Premises shall be repaired (A) by Landlord as to the core, shell, floor slab, roof, windows, curtain wall and other structural elements of the Building located in the Premises (the “Base Building Restoration”), and (B) by Tenant as to all other elements of the Premises, including Tenant’s Alterations and Tenant’s Property. Commencing on the date of such fire or other casualty, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises which is neither usable nor used by Tenant bears to the total Premises Area (provided, however, that in the event that the Premises shall be so damaged so as not to be usable or accessible and Tenant is unable to conduct its business in the remaining portion of the Premises, then Fixed Rent and Additional Rent shall be entirely abated), until the earlier to occur of (1) ninety (90) days after the date the Base Building Restoration shall be Substantially Completed, or (2) the date Tenant or any Tenant Party shall resume occupancy of the Premises for the conduct of its business. Landlord shall have no obligation to repair any damage to, or to replace, any of Tenant’s Alterations or Tenant’s Property.

Section 12.2. Notwithstanding anything to the contrary set forth in Section 12.1, if the Premises are totally damaged or are rendered wholly untenantable, or if the Building shall be so damaged by fire or other casualty that, in Landlord’s opinion, substantial alteration, demolition, or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable), then in any of such events, provided Landlord is terminating the leases of all similarly damaged premises, Landlord may, not later than thirty (30) days following the date of the damage, give Tenant a notice in writing terminating this Lease. If this Lease is so terminated, the Term shall expire upon the tenth (10th) day after such notice is given, and Tenant shall vacate the Premises and surrender the same to Landlord as soon as reasonably practicable thereafter. Upon the termination of this Lease under the conditions provided for in this Section 12.2, Tenant’s liability for Fixed Rent and Additional Rent shall cease as of the date of such fire or other casualty, and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant.

Section 12.3. (a) If the Premises are damaged by fire or other casualty and are rendered wholly untenantable thereby, or if the Building shall be so damaged that Tenant shall be deprived of reasonable access to the Premises, and if Landlord has not terminated this Lease as provided in Section 12.2, Landlord shall, within sixty (60) days following the date of the damage, cause an independent licensed or architect selected by Landlord to give notice (the “Restoration Notice”) to Tenant of the date by which such contractor or architect believes the Base Building Restoration shall be substantially completed. If the Restoration Notice shall indicate that the Base Building Restoration shall not be substantially completed on or before the date which shall be nine (9) months following the date of such damage or destruction, Tenant

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shall have the right to terminate this Lease by giving written notice (the “Termination Notice”) to Landlord not later than thirty (30) days following receipt of the Restoration Notice. If Tenant gives a Termination Notice, this Lease shall be deemed cancelled and terminated as of the date of the giving of the Termination Notice as if such date were the Expiration Date, and Fixed Rent and Additional Rent shall be apportioned and shall be paid or refunded, as the case may be up to and including the date of such damage or destruction. If Tenant does not give a Termination Notice, or if Tenant has no right to give a Termination Notice, Tenant shall have a further right to terminate this Lease if the Base Building Restoration shall not be substantially completed on or before the date which shall be nine (9) months following the date of such damage or destruction, subject to extension by reason of Unavoidable Delay. Such right must be exercised, if at all, in writing by Tenant to Landlord within thirty (30) days after the expiration of such nine (9) month period (as the same may have been extended by Unavoidable Delay).

(b) Notwithstanding anything set forth to the contrary in this Article 12, in the event that a fire or other casualty rendering the Premises wholly untenantable shall occur during the final year of the Term, either Landlord or Tenant may terminate this Lease by giving the other party a Termination Notice as set forth herein.

Section 12.4. This Article 12 constitutes an express agreement governing any case of damage or destruction of the Premises or the Building by fire or other casualty, and Section 227 of the Real Property Law of the State of New York, which provides for such contingency in the absence of an express agreement, and any other law of like nature and purpose now or hereafter in force shall have no application in any such case.

ARTICLE 13. EMINENT DOMAIN

Section 13.1. If (a) all of the floor area of the Premises, or so much thereof as renders the Premises wholly untenantable, shall be acquired or condemned for any public or quasi-public use or purpose, or (b) a portion of the Real Property, not including the Premises, is so acquired or condemned, but by reason of such acquisition or condemnation, Tenant no longer has means of access to the Premises, then this Lease and the Term shall end as of the date of the vesting of title with the same effect as if that date were the Expiration Date. In the event of any termination of this Lease and the Term pursuant to the provisions of this Article 13, Fixed Rent and Additional Rent shall be apportioned as of the date of sooner termination and any prepaid portion of Fixed Rent or Additional Rent for any period after such date shall be refunded by Landlord to Tenant.

Section 13.2. In the event of any such acquisition or condemnation of all or any part of the Real Property, Landlord shall be entitled to receive the entire award for any such acquisition or condemnation. Tenant shall have no claim against Landlord or the condemning authority for the value of any unexpired portion of the Term or Tenant’s Alterations, and Tenant hereby expressly assigns to Landlord all of its right in and to any such award. Nothing contained in this Section 13.2 shall be deemed to prevent Tenant from making a separate claim in any condemnation proceedings for the then value of any Tenant’s Property included in such taking and for any moving expenses, provided such award shall be made by the condemning authority in addition to, and shall not result in a reduction of, the award made by it to Landlord.

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Section 13.3. If only a part of the Real Property shall be so acquired or condemned then, subject to Section 13.1, this Lease and the Term shall continue in force and effect. If a part of the Premises shall be so acquired or condemned and this Lease and the Term shall not be terminated, Landlord, at Landlord’s expense, shall restore that part of the Premises not so acquired or condemned so as to constitute tenantable Premises. From and after the date of the vesting of title, Fixed Rent and Additional Rent shall be reduced in the proportion which the area of the part of the Premises so acquired or condemned bears to the total area of the Premises immediately prior to such acquisition or condemnation.

ARTICLE 14. ASSIGNMENT AND SUBLETTING

Section 14.1. (a) Except as provided in Sections 14.1(b) and (c) below, Tenant, shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease or any interest therein, nor sublet (nor underlet), nor suffer, nor permit the Premises or any part thereof to be used or occupied by others, without the prior written consent of Landlord in each instance, which consent may be withheld in Landlord’s sole and absolute discretion. If this Lease is assigned, or if the Premises or any part thereof are sublet or occupied by any Person other than Tenant, or if this Lease or the Premises are encumbered (whether by operation of law or otherwise) without Landlord’s consent, then Landlord may, after default by Tenant, collect rent from the assignee, subtenant or occupant, and apply the net amount collected to Fixed Rent and Additional Rent due under this Lease, but no assignment, subletting, occupancy or collection shall be deemed a waiver by Landlord of the provisions of this Article 14, the acceptance by Landlord of the assignee, subtenant or occupant as a tenant, or a release by Landlord of Tenant from the further performance by Tenant of its obligations under this Lease, and Tenant shall remain fully liable therefor. The consent by Landlord to any assignment or subletting shall not in any way be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet all or any portion of its sublet space, or otherwise suffer or permit the sublet space or any part thereof to be used or occupied by others, without Landlord’s prior written consent in each instance. Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article 14 shall be void.

(b) Landlord acknowledges that the colocation or interconnection of communications equipment not owned by Tenant at the Premises shall not constitute an assignment or sublease requiring the consent of Landlord hereunder, nor shall the remaining provisions of Article 14 (other than Sections 14.8(a) and (c)) be applicable thereto. For purposes of this Lease, “colocation” means the installation by Tenant’s customers, suppliers or business partners of telecommunications equipment in the Premises pursuant to a license, sublease or other occupancy agreement whereby Tenant grants to such Persons the right to use a designated space within the Premises and also provides interconnection services to such Persons. Such license, sublease or other occupancy agreement does not and shall not be construed as the renting of floor area or the granting of any leasehold interest in any portion of the Premises. In no event shall any colocation arrangement entered into by Tenant entail the construction of a separate entrance to the Premises from the Building common corridor for any party other than Tenant.

(c) Notwithstanding anything to the contrary contained in this Lease, (i) Tenant may, upon prior written notice to Landlord but without requiring the consent of

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Landlord, assign all of its rights under this Lease to (w) Digital Connect, LLC, (x) any Affiliate of Tenant, (y) an assignee which acquires all or substantially all of the business operations of Tenant whether by stock purchase, asset purchase or other transfer, and/or (z) an assignee which is the surviving Entity in any merger or combination of Tenant and/or any parent Entity of Tenant and any other Person (each, a “Permitted Transfer”), and (ii) the remaining provisions of this Article 14 (other than Sections 14.6(j) and 14.12) shall not apply to a Permitted Transfer. In the event of a Permitted Transfer, the assignee shall assume in writing all of the obligations of Tenant pursuant to an assumption agreement in form reasonably satisfactory to Landlord. Simultaneously herewith, The Telx Group, Inc., a Delaware corporation (the “Guarantor”) has entered into an Agreement and Guaranty (the “Guaranty”) with Landlord. In connection with a Permitted Transfer, Tenant shall have the right to substitute for the Guaranty a guaranty (upon the same terms as the Guaranty) from a replacement guarantor having a net worth (i.e., the amount by which total assets exceed total liabilities) equal to or greater than $100,000,000 (a “Replacement Guarantor”), In the event of a Permitted Transfer to an assignee if either the assignee or a Replacement Guarantor has a net worth (i.e., the amount by which total assets exceed total liabilities) equal to or greater than $100,000,000, Tenant and the Guarantor (or the prior Replacement Guarantor, if applicable) shall be released from all obligations arising under this Lease and the Guaranty, respectively, from and after the effective date of such Permitted Transfer. In connection with any such Permitted Transfer, Tenant shall provide Landlord with notice thereof and certified documentation of the net worth of the assignee or purchaser, as the case may be, and any Replacement Guarantor.

(d) Notwithstanding anything to the contrary contained in this Lease, Tenant may sublease all or any portion of the Premises to Digital Connect, LLC (“DLR”) or its Affiliates (each, a “Permitted Sublease”). The provisions of Article 14, other than Sections 14.6(f) and (j), 14,8 and 14.12, shall not apply to a Permitted Sublease. Tenant may also enter into subleases, licenses or other agreements to use conduits leased to DLR or its permitted assignees pursuant to DLR’s lease with Landlord of even date herewith for portions of the 3rd and 7th floors in the Building, and the other provisions of Article 14 shall not apply to such conduit agreements.

Section 14.2. If Tenant shall, at any time or from time to time, during the Term desire to assign this Lease or sublet all or part of the Premises, Tenant shall give notice (a “Tenant’s Notice”) thereof to Landlord, which Tenant’s Notice shall set forth: (a) with respect to an assignment of this Lease, the date Tenant desires the assignment to be effective and any consideration Tenant would receive under such assignment, (b) with respect to a sublet of all or a part of the Premises (i) the dates upon which Tenant desires the sublease term to commence and expire, (ii) the rental rate and other material business terms upon which Tenant would sublet such premises, and (iii) a description of the Premises showing the portion to be sublet, the effective or commencement date of which shall be not less than sixty (60) nor more than one hundred and eighty (180) days after the giving of such notice, (c) a statement setting forth in reasonable detail the identity of the proposed assignee or subtenant, the nature of its business and its proposed use of the Premises, (d) current financial information with respect to the proposed assignee or subtenant, including its most recent financial report, and (e) an agreement by Tenant to indemnify Landlord against liability resulting from any claims that may be made against Landlord by the proposed assignee or subtenant or by any brokers or other Persons claiming a commission or similar compensation in connection with the proposed assignment or sublease.

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Tenant’s Notice shall be deemed an offer from Tenant to Landlord whereby Landlord (or Landlord’s designee) may, at its option, (A) sublease such space (the “Leaseback Space”) from Tenant on the terms and conditions set forth in Section 14.4, or terminate the Lease with respect to only the Leaseback Space, or (B) if the proposed transaction is (1) an assignment of this Lease, or (2) a subletting of fifty percent (50%) or more of the Premises Area, terminate this Lease. Said options (herein referred to as “Landlord’s Recapture Options be exercised by Landlord by notice given to Tenant at any time within sixty (60) days after Tenant’s Notice has been given by Tenant to Landlord, and during such sixty-day period, Tenant shall not assign this Lease nor sublet such space to any Person other than Landlord.

Section 14.3. If Landlord exercises its option to terminate this Lease with respect to all or a portion of the Premises pursuant to Section 14.2, then this Lease shall end and expire on the date that such assignment or sublease was to be effective or commence, as the case may be, and the Fixed Rent and Additional Rent due hereunder shall be paid and apportioned to such date. In such event, Landlord and Tenant, upon request of either party, shall enter into an amendment of this Lease ratifying and confirming such total or partial termination, and setting forth appropriate modifications, if any, to the terms and provisions hereof. Following such termination, Landlord shall be free to and shall have no liability to Tenant if Landlord should lease the Premises (or any part thereof) to Tenant’s prospective assignee or subtenant.

Section 14.4. If Landlord exercises its option to sublet the Leaseback Space, such sublease to Landlord or its designee (as subtenant) shall be at a rental rate equal to the product of (i) the lesser of (A) the rental rate per Rentable Square Foot of Fixed Rent and Additional Rent then payable pursuant to this Lease, or (B) the rental rate per Rentable Square Foot of rent and additional rent set forth in Tenant’s Notice, multiplied by (ii) the number of Rentable Square Feet of the Leaseback Space, and shall be for the same term as that of the proposed subletting, and such sublease shall:

(a) be upon such other terms and conditions as are contained in Tenant’s Notice, and be expressly subject to all of the covenants, agreements, terms, provisions and conditions of this Lease, except such as are irrelevant or inapplicable, and except as expressly set forth in this Article 14 to the contrary;

(b) give the subtenant the unqualified and unrestricted right, without Tenant’s permission, to assign such sublease or any interest therein and/or to sublet the space covered by such sublease or any part or parts of such space and to make any and all changes, alterations and improvements in the space covered by such sublease, and if the proposed sublease will result in all or substantially all of the Premises being sublet, grant Landlord or its designee the option to extend the term of such sublease for the balance of the Term less one day;

(c) provide that any assignee or further subtenant of Landlord or its designee, may, at Landlord’s option, be permitted to make alterations, decorations and installations in such space or any part thereof and shall also provide in substance that any such alterations, decorations and installations in such space therein made by any assignee or subtenant of Landlord or its designee may be removed, in whole or in part, by such assignee or subtenant, at its option, prior to or upon the expiration or other termination of such sublease; provided, however, that such assignee or subtenant shall, at its expense, repair any damage and injury caused by such removal; and

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(d) provide that (i) the parties to such sublease expressly negate any intention that any estate created under such sublease be merged with any other estate held by either of said parties, (ii) any assignment or sublease by Landlord or its designee (as the subtenant) may be for any purpose or purposes that Landlord, in Landlord’s uncontrolled discretion, shall deem suitable or appropriate, (iii) Tenant shall, at Tenant’s expense, at all times provide and permit reasonably appropriate means of ingress to and egress from such space so sublet by Tenant to Landlord or its designee, (iv) Landlord may, at Tenant’s expense, make such alterations as may be required or deemed necessary by Landlord to physically separate the subleased space from the balance of the Premises and to comply with any Laws relating to such separation, and (v) that at the expiration of the term of such sublease, Tenant will accept the space covered by such sublease in its then existing condition, subject to the obligations of the subtenant to make such repairs thereto as may be necessary to preserve the premises demised by such sublease in good order and condition.

Section 14.5. (a) If Landlord exercises its option to sublet the Leaseback Space, Landlord shall indemnify and save Tenant harmless from all obligations under this Lease as to the Leaseback Space during the period of time it is so sublet to Landlord, except as to any obligation which arises out of or results from the negligence or willful misconduct of Tenant or any Tenant Party.

(b) Performance by Landlord, or its designee, under a sublease of the Leaseback Space shall be deemed performance by Tenant of any similar obligation under this Lease and any default under any such sublease shall not give rise to a default under a similar obligation contained in this Lease nor shall Tenant be liable for any default under this Lease or deemed to be in default hereunder if such default is occasioned by or arises from any act or omission of the tenant under such sublease or is occasioned by or arises from any act or omission of any occupant holding under or pursuant to any such sublease.

(c) Tenant shall have no obligation, at the expiration or earlier termination of the Term, to remove any alteration, installation or improvement made in the Leaseback Space by Landlord (or Landlord’s designee).

(d) Any consent required of Tenant, as Landlord under the sublease, shall be deemed granted if consent with respect thereto is granted by Landlord under this Lease, and any failure of Landlord (or its designee) to comply with the provisions of the sublease other than with respect to the payment of Fixed Rent and Additional Rent to Tenant, shall not constitute a default thereunder or hereunder if Landlord shall have consented to such non- compliance.

Section 14.6. In the event Landlord does not exercise either option provided to it pursuant to Section 14.2, and provided that no Event of Default shall have occurred and be continuing under this Lease as of the time Landlord’s consent is requested by Tenant, Landlord’s consent (which must be in writing and in form and substance satisfactory to Landlord) to the proposed assignment or sublease shall not be unreasonably withheld or delayed; provided, however, that:

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(a) In Landlord’s judgment, the proposed assignee or subtenant is engaged in a business or activity, and the Premises, or the relevant part thereof, will be used in a manner, which (i) is in keeping with the then standards of the Building, and (ii) does not violate the restrictions set forth in Article 3;

(b) The proposed assignee or subtenant is a reputable Person with sufficient financial worth considering the responsibility involved, and Landlord has been furnished with evidence thereof;

(c) In the event Landlord has space in the Building available for lease, then (i) neither the proposed assignee or subtenant nor any Person which, directly or indirectly, controls, is controlled by, or is under common control with, the proposed assignee or subtenant, is then an occupant of any part of the Building, and (ii) the proposed assignee or subtenant is not a Person (or Affiliate of a Person) with whom Landlord or Landlord’s agent is then, or has been within the previous six (6) month period, negotiating in connection with rental of space in the Building;

(d) The form of the proposed sublease or instrument of assignment shall be satisfactory to Landlord and shall comply with the applicable provisions of this Article 14, and Tenant shall deliver a true and complete original, fully executed counterpart of such sublease or other instrument to Landlord promptly upon the execution and delivery thereof;

(e) Tenant and its proposed subtenant or assignee, as the case may be, shall execute and deliver to Landlord an agreement, in form and substance satisfactory to Landlord, setting forth the terms and conditions upon which Landlord shall have granted its consent to such assignment or subletting, and the agreement of Tenant and such subtenant or assignee, as the case may be, to be bound by the provisions of this Article 14;

(f) There shall not be more than one (1) subtenant of the 8th Floor Premises and there shall not be more than one (1) subtenant of the 15th Floor Premises;

(g) Tenant shall reimburse Landlord, as Additional Rent upon demand, for (A) the costs and expenses incurred by Landlord in connection with the assignment or sublease, including the costs of making investigations as to the acceptability of the proposed assignee or subtenant and the cost of reviewing plans and specifications proposed to be made in connection therewith, and (B) Landlord’s legal fees and disbursements incurred in connection with the granting of any requested consent and the preparation of Landlord’s written consent to the sublease or assignment;

(h) Tenant shall not have listed the Premises for sublease or assignment with a broker, agent or otherwise at a rental rate less than the fixed rent and additional rent at which Landlord is then offering to lease comparable space in the Building;

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(i) The proposed occupancy shall not impose an extra burden upon services to be supplied by Landlord to Tenant, unless Tenant and such proposed subtenant or assignee shall agree with Landlord in writing to pay the costs of such additional services; and

(j) The proposed subtenant or assignee shall not be entitled, directly or indirectly, to diplomatic or sovereign immunity and shall be subject to the service of process in, and the jurisdiction of the courts of New York State.

Except for any sublease by Tenant to Landlord or its designee pursuant to this Article 14, each sublease pursuant to this Section 14.6 shall be subject to all of the covenants, agreements, terms, provisions and conditions contained in this Lease. Notwithstanding any such sublease to Landlord or any such sublease to any other subtenant, or any acceptance of Fixed Rent or Additional Rent by Landlord from any subtenant, Tenant will remain fully liable for the payment of the Fixed Rent and Additional Rent due and to become due hereunder and for the performance of all the covenants, agreements, terms, provisions and conditions contained in this Lease on Tenant’s part to be observed and performed, and for all acts and omissions of any licensee or subtenant or anyone claiming under or through any subtenant which shall be in violation of any of the obligations of this Lease, and any such violation shall be deemed to be a violation by Tenant. If Landlord shall decline to give its consent to any proposed assignment or sublease, or if Landlord shall exercise either of its options under Section 14.2, Tenant shall indemnify, defend and hold harmless Landlord against and from any and all losses, liabilities, damages, costs, and expenses (including attorneys’ fees and disbursements) resulting from any claims that may be made against Landlord by the proposed assignee or subtenant arising from or in connection with such proposed assignment or subletting, or by any brokers or other Persons (with whom Tenant or its proposed assignee or subtenant may have dealt) claiming a commission or similar compensation in connection with the proposed assignment or sublease.

Section 14.7. If (a) Landlord fails to exercise either of its options under Section 14.2 and consents to a proposed assignment or sublease, and (b) Tenant fails to execute and deliver the assignment or sublease to which Landlord consented within one hundred twenty (120) days after the giving of such consent, then, Tenant shall again comply with all of the provisions and conditions of Section 14.2 before assigning this Lease or subletting all or part of the Premises.

Section 14.8. With respect to each and every sublease authorized by Landlord under the provisions of this Lease, it is further agreed that:

(a) No sublease shall be for a term ending later than one day prior to the Expiration Date of this Lease;

(b) No sublease shall be delivered, and no subtenant shall take possession of the Premises or any part thereof, until an executed counterpart of such sublease has been delivered to Landlord and approved in writing by Landlord; and

(c) Each sublease shall be subject and subordinate to this Lease and to the matters to which this Lease is or shall be subordinate, and each subtenant by entering into a sublease is deemed to have agreed that in the event of termination, re-entry or dispossession by

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Landlord under this Lease, Landlord may, at its option, take over all of the right, title and interest of Tenant, as sublandlord, under such sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord pursuant to the then executory provisions of such sublease, except that Landlord shall not (i) be liable for any previous act or omission of Tenant under such sublease, (ii) be subject to any counterclaim, offset or defense, not expressly provided in such sublease, which theretofore accrued to such subtenant against Tenant, (iii) be bound by any previous modification of such sublease or by any previous prepayment of more than one month’s Fixed Rent or of any Additional Rent, or (iv) be obligated to perform any work in the subleased space or to prepare it for occupancy, and in connection with such attomment, the subtenant shall execute and deliver to Landlord any instruments Landlord may reasonably request to evidence and confirm such attornment. Each subtenant or licensee of Tenant shall be deemed, automatically upon and as a condition of its occupying or using the Premises or any part thereof, to have agreed to be bound by the terms and conditions set forth in this Article 14. The provisions of this Article 14 shall be self-operative and no further instrument shall be required to give effect to this provision.

Section 14.9. If Landlord shall consent to any assignment of this Lease or to any sublease, or if Tenant shall enter into any other assignment or sublease permitted hereunder, Tenant shall, in consideration therefor, pay to Landlord, as Additional Rent:

(a) In the case of an assignment, on the effective date of the assignment, an amount equal to fifty percent (50%) of (i) all sums and other consideration paid to Tenant by the assignee for or by reason of such assignment (including sums paid for Tenant’s Property, less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof, determined on the basis of Tenant’s federal income tax returns) less (ii) all expenses reasonably and actually incurred by Tenant on account of brokerage commissions and attorneys’ fees in connection with such assignment; or

(b) In the case of a sublease, an amount equal to fifty percent (50%) of (i) all rents, additional charges or other consideration payable to Tenant under the sublease in excess of the Fixed Rent and Additional Rent accruing during the term of the sublease in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof (including sums paid for the sale or rental of Tenant’s Property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof, determined on the basis of Tenant’s federal income tax returns) less (ii) all expenses reasonably and actually incurred by Tenant on account of brokerage commissions and attorneys’ fees in connection with such sublease. The sums payable under this clause shall be paid by Tenant to Landlord as Additional Rent as and when payable by the subtenant to Tenant.

Section 14.10. (a) If Tenant is an Entity, and a majority of the Ownership Interests in Tenant are not publicly traded on a recognized stock exchange or over-the-counter market, then any transfer (by one or more transfers), of a majority of the Ownership Interests of Tenant shall be deemed an assignment of this Lease for all purposes of this Article 14. The term “transfer” shall be deemed to include the issuance of new Ownership Interests resulting in a majority of the Ownership Interests of Tenant being held by Persons which do not hold a majority of the Ownership Interests of Tenant on the date hereof, except in the case of a public offering of Ownership Interests on a recognized stock exchange or over-the-counter market. The

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transfer of a majority of the Ownership Interests of Tenant through one or more transfers on a recognized stock exchange or over-the-counter market shall not be deemed an assignment of this Lease for purposes of this Article 14.

(b) The provisions set forth in this Section 14.10 shall also be deemed to apply to subtenants of all or portions of the Premises, assignees of Tenant’s interest in this Lease, and any guarantors of all or portions of Tenant’s obligations under this Lease, and any transfer of Ownership Interests in, or any merger, consolidation or transfer of assets of, any such Entity in violation of this Section 14.10 shall be deemed to be an assignment of this Lease in violation of Section 14.1, provided, however, that any transfer of Ownership Interests in, or any merger, consolidation or transfer of assets of, any assignee of Tenant’s interest in this Lease or the Guarantor (or any Replacement Guarantor) shall not be a violation of the provisions of Section 14.1 if immediately following such transfer either Tenant or the Guarantor (or the Replacement Guarantor, as the case may be), has a net worth (i.e., the amount by which total assets exceed total liabilities) equal to or greater than $100,000,000. In connection with any such transfer, merger or consolidation, Tenant shall provide Landlord with notice thereof and certified documentation of the net worth of Tenant and the Guarantor (or the applicable Replacement Guarantor, as the case may be).

(c) A modification, amendment or extension of a sublease shall be deemed a sublease for the purposes of Section 14.1, and a lease takeover agreement shall be deemed an assignment of this Lease for the purposes of Section 14.1.

Section 14.11. Provided that no default shall have occurred in the performance of any of Tenant’s obligations under this Lease, Tenant may, without Landlord’s consent, but upon not less than ten (10) days’ prior notice to Landlord, (i) permit any Affiliate of Tenant to sublet all or part of the. Premises for any Permitted Use, or (ii) assign this Lease to any Affiliate of Tenant. In no event shall any sublease to an Affiliate be deemed to vest in any such Affiliate any right or interest in this Lease or the Premises. In no event shall any assignment or sublease to an Affiliate relieve, release, impair or discharge any of Tenant’s obligations under this Lease.

Section 14.12. (a) Any assignment or transfer which is deemed an assignment of this Lease, whether made with Landlord’s consent pursuant to Section 14.1 or without Landlord’s consent to the extent permitted under Sections 14.10 and 14.11, shall be made only if, and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume the obligations of this Lease on the part of Tenant to be performed or observed from and after the effective date of such assignment or transfer, and whereby the assignee shall agree that the provisions in Section 14.1 shall, notwithstanding such assignment or transfer, continue to be binding upon it in respect of all future assignments and transfers.

(b) The joint and several liability of Tenant and any immediate or remote successor in interest of Tenant and the due performance of the obligations of this Lease on Tenant’s part to be performed or observed shall not be discharged, released or impaired in any respect by any agreement or stipulation made by Landlord, or any grantee or assignee of Landlord by way of mortgage or otherwise, extending the time, or modifying any of the

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obligations of this Lease, or by any waiver or failure of Landlord, or any grantee or assignee of Landlord by way of mortgage or otherwise, to enforce any of the obligations of this Lease.

(c) The listing of any name other than that of Tenant, whether on the doors of the Premises or the Building directory, or otherwise, shall not operate to vest any right or interest in this Lease or in the Premises, nor shall it be deemed to be the consent of Landlord to any assignment or transfer of this Lease or to any sublease of Premises or to the use or occupancy thereof by others. Any such listing shall constitute a privilege extended by Landlord, revocable at Landlord’s will by notice to Tenant, provided that Landlord shall not unreasonably revoke such privilege as to any Affiliate of Tenant, or any subtenant of Tenant or assignee of this Lease approved by Landlord pursuant to this Article 14.

ARTICLE 15. ACCESS To PREMISES

Section 15.1. Tenant shall permit Landlord, Landlord’s agents and public utilities servicing the Building to erect, use and maintain ducts, pipes and conduits in and through the Premises, provided that such ducts, pipes or conduits do not materially interfere with Tenant’s use and occupancy of the Premises for the Permitted Uses, shall be completely concealed behind then existing walls and ceiling of the Premises, and shall not cause a reduction of the usable floor space of the Premises (other than to a de minimis extent). Landlord shall undertake any such work in such a manner so as to minimize any interference to Tenant’s business operations and to minimize any damage to the appearance or function of the affected areas of the Premises. Landlord shall, at its expense, repair all damage and restore the portion of the Premises that is the subject of such installation to substantially the condition existing before such installation. Landlord or Landlord’s agents shall have the right to enter the Premises at all reasonable times on reasonable prior notice (except that in an emergency, only such prior notice as may be practicable will be required), which notice may be oral, to examine the same, to show them to prospective purchasers, Mortgagees, Superior Lessors or lessees of the Building and their respective agents and representatives, to inspect any or all aspects of any Alterations (as more particularly set forth in Section 4.6 hereof), and during the final twelve (12) months of the Term, to prospective tenants of the Premises, and to make such repairs, alterations, improvements or additions (i) as Landlord may deem necessary or desirable to the Premises or to any other portion of the Building, or (ii) which Landlord may elect to perform following Tenant’s failure to make repairs or perform any work that Tenant is obligated to make or perform under this Lease, or (iii) for the purpose of complying with applicable Laws, and Landlord shall be allowed to take all material into and upon the Premises that may be required therefor without the same constituting an eviction or constructive eviction of Tenant in whole or in part, and Fixed Rent and Additional Rent will not be abated while such repairs, alterations, improvements or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise.

Section 15.2. If Tenant is not present when for any reason entry into the Premises is necessary or permissible, Landlord or Landlord’s agents may enter the Premises without being liable therefor (if during such entry Landlord or Landlord’s agents shall accord reasonable care to Tenant’s property), and without in any manner affecting this Lease. Nothing herein contained, however, shall be deemed or construed to impose upon Landlord any

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obligation, responsibility or liability whatsoever for the care, supervision or repair of the Building or any part thereof, other than as herein provided.

Section 15.3. Landlord shall have the right from time to time to alter the Building and, without the same constituting an actual or constructive eviction and without incurring any liability to Tenant therefor, to change the arrangement or location of entrances or passageways, doors and doorways, to the Building and/or the Premises, and corridors, elevators, stairs, toilets, or other public parts of the Building and to change the name, number or designation by which the Building is commonly known, provided that such alterations or changes do not materially interfere with Tenant’s use or enjoyment of the Premises, or access to the Building or Premises. All parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, exterior core corridor walls, exterior doors and entrances other than doors and entrances solely servicing the Premises), all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air cooling, plumbing and other mechanical facilities, service closets and other Building facilities are not part of the Premises, and Landlord shall have the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, alteration and repair.

Section 15.4. Landlord shall, at Tenant’s request, maintain listings on the directory in the Building lobby of the names of Tenant and any officers or directors of Tenant. Tenant may deliver revised listings to Landlord from time to time throughout the Term (but Landlord shall not be obligated to revise the directory more often than once a month).

ARTICLE 16. DEFAULT

Section 16.1. Each of the following events shall be an “Event of Default” hereunder:

(a) if Tenant defaults in the payment when due of any installment of Fixed Rent or Additional Rent, and such default shall continue for a period of ten (10) days after notice thereof from Landlord; or

(b) if Tenant’s interest in this Lease is transferred in violation of Article 14; or

(c)(i) if Tenant or any guarantor of any or all of Tenant’s obligations under this Lease admits in writing its inability to pay its debts as they become due; or

(ii) if Tenant or any guarantor of any or all of Tenant’s obligations under this Lease commences or institutes any case, proceeding or other action (A) seeking relief as a debtor, or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property; or

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(iii) if Tenant or any guarantor of any or all of Tenant’s obligations under this Lease makes a general assignment for the benefit of creditors; or

(iv) if any case, proceeding or other action is commenced or instituted against Tenant or any guarantor of any or all of Tenant’s obligations under this Lease(A) seeking to have an order for relief entered against it as debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, or (B) seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, which either (1) results in any such entry of an order for relief, adjudication of bankruptcy or insolvency or such an appointment or the issuance or entry of any other order having a similar effect, or (2) remains undismissed for a period of ninety (90) days; or

(v) if any case, proceeding or other action is commenced or instituted against Tenant or any guarantor of any or all of Tenant’s obligations under this Lease seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its property which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within ninety (90) days after the entry thereof; or

(vi) if Tenant or any guarantor of any or all of Tenant’s obligations under this Lease takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Subsections 16.1(c)(ii), (iii), (iv) or (v); or

(vii) if a trustee, receiver or other custodian is appointed for any substantial part of the assets of Tenant or any guarantor of any or all of Tenant’s obligations under this Lease, which appointment is not vacated or effectively stayed within seven (7) Business Days, or if any such vacating or stay does not thereafter remain in effect; or

(d) if Tenant defaults in the observance or performance of any of the terms, covenants or conditions of this Lease on Tenant’s part to be observed or performed and Tenant fails to remedy such default within thirty (30) days after notice by Landlord to Tenant of such default, or, if such default is of such a nature that it cannot be completely remedied within such period of thirty (30) days, if Tenant fails to commence to remedy such default within such thirty (30) day period, or fails thereafter to diligently prosecute to completion all steps necessary to remedy such default, provided that in all events Tenant shall remedy such default no later than ninety (90) days after such notice from Landlord; or

(e) any other event or occurrence identified in this Lease as an “Event of Default.”

Section 16.2. If an Event of Default occurs, Landlord may at any time thereafter give written notice to Tenant stating that this Lease and the Term shall expire and terminate on the date specified in such notice, which date shall not be less than seven (7) days after the giving

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of such notice. If Landlord gives such notice, this Lease and the Term and all rights of Tenant under this Lease, including all licenses granted to Tenant herein, shall expire and terminate as if the date set forth in such notice were the Expiration Date and Tenant immediately shall quit and surrender the Premises, but Tenant shall remain liable as hereinafter provided. Anything contained herein to the contrary notwithstanding, if such termination shall be stayed by order of any court having jurisdiction over any proceeding described in Section 16.1(d), or by federal or state statute, then, following the expiration of any such stay, or if the trustee appointed in any such proceeding, Tenant or Tenant as debtor-in-possession shall fail to assume Tenant’s obligations under this Lease within the period prescribed therefor by law or within one hundred twenty (120) days after entry of the order for relief or as may be allowed by the court, or if said trustee, Tenant or Tenant as debtor-in-possession shall fail to provide adequate protection of Landlord’s right, title and interest in and to the Premises or adequate assurance of the complete and continuous future performance of Tenant’s obligations under this Lease, Landlord, to the extent permitted by law or by leave of the court having jurisdiction over such proceeding, shall have the right, at its election, to terminate this Lease on seven (7) days’ notice to Tenant, Tenant as debtor-in-possession or said trustee and upon the expiration of said seven (7) day period this Lease shall cease and expire as set forth above and Tenant, Tenant as debtor-in-possession or said trustee shall immediately quit and surrender the Premises as aforesaid.

Section 16.3. If, at any time, (a) Tenant shall comprise two (2) or more Persons, (b) Tenant’s obligations under this Lease shall have been guaranteed by any Person other than Tenant, or (c) Tenant’s interest in this Lease shall have been assigned, the word “Tenant” as used in Section 16.1(c), shall mean any one or more of the Persons primarily or secondarily liable for Tenant’s obligations under this Lease. Any monies received by Landlord from or on behalf of Tenant during the pendency of any proceeding of the types referred to in Section 16.1(d) shall be deemed paid as compensation for the use and occupation of the Premises and the acceptance of any such compensation by Landlord shall not be deemed an acceptance of Fixed Rent and/or Additional Rent or a waiver on the part of Landlord of any rights under this Lease.

ARTICLE 17. REMEDIES AND DAMAGES

Section 17.1. (a) If an Event of Default shall occur, and this Lease and the Term shall expire and come to an end as provided in Article 16:

(i) Tenant shall quit and peacefully surrender the Premises to Landlord, and Landlord and its agents may immediately, or at any time after such termination, re-enter the Premises or any part thereof, without notice, either by summary proceedings, or by any other applicable action or proceeding, or by legal force or other legal means (without being liable to indictment, prosecution or damages therefor), and may repossess the Premises and dispossess Tenant and any other Persons from the Premises and remove any and all of their property and effects from the Premises; and

(ii) Landlord, at Landlord’s option, may relet the whole or any part or parts of the Premises from time to time, either in the name of Landlord or otherwise, to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine; provided, however, that Landlord

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shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of any such reletting, for refusal or failure to collect any rent due upon any such reletting, and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise affect any such liability, and Landlord, at Landlord’s option, may make such repairs, replacements, alterations, additions, improvements, decorations and other physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of any liability under this Lease or otherwise affecting any such liability.

(b) Tenant hereby waives the service of any notice of intention to re-enter or to institute legal proceedings to that end which may otherwise be required to be given under any present or future law. Tenant, on its own behalf and on behalf of all Persons claiming through or under Tenant, including all creditors, does further hereby waive any and all rights which Tenant and all such Persons might otherwise have under any present or future law to redeem the Premises, or to re-enter or repossess the Premises, or to restore the operation of this Lease, after (i) Tenant shall have been dispossessed by a judgment or by warrant of any court or judge, (ii) any re-entry by Landlord, or (iii) any expiration or termination of this Lease and the Term, whether such dispossess, re-entry, expiration or termination shall be by operation of law or pursuant to the provisions of this Lease. The words “re-enter,” re-entry” and “re-entered” as used in this Lease shall not be deemed to be restricted to their technical legal meanings. In the event of a breach or threatened breach by Tenant, or any Persons claiming through or under Tenant, of any term, covenant or condition of this Lease, Landlord shall have the right to enjoin such breach and the right to invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach. The rights to invoke the remedies set forth in this Lease are cumulative and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

Section 17.2. (a) If this Lease and the Term shall expire and come to an end as provided in Article 16, or by or under any summary proceeding or any other action or proceeding, or if Landlord shall re-enter the Premises as provided in Section 17.1, or by or under any summary proceeding or any other action or proceeding, then, in any of such events:

(i) Tenant shall pay to Landlord all Fixed Rent and Additional Rent payable under this Lease by Tenant to Landlord to the date upon which this Lease and the Term shall have expired and come to an end or to the date of re-entry upon the Premises by Landlord, as the case may be;

(ii) Tenant also shall be liable for and shall pay to Landlord, as damages, any deficiency (the “Deficiency”) between (A) Fixed Rent and Additional Rent for the period which otherwise would have constituted the unexpired portion of the Term (conclusively presuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding such termination or re-entry), and (B) the net amount, if any, of rents collected under any reletting effected pursuant to the provisions of Subsection 17.1(a)(ii) for any part of such period (first deducting from the rents collected under any such reletting all of Landlord’s expenses in connection with the termination of this Lease, Landlord’s re-entry upon the Premises and with such reletting including all repossession costs, brokerage commissions,

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legal expenses, attorneys’ fees and disbursements, alteration costs and other expenses of preparing the Premises for such reletting). Tenant shall pay the Deficiency in monthly installments on the days specified in this Lease for payment of installments of Fixed Rent, and Landlord shall be entitled to recover from Tenant each monthly Deficiency as the same shall arise. No suit to collect the amount of the Deficiency for any month shall prejudice Landlord’s right to collect the Deficiency for any subsequent month by a similar proceeding; and

(iii) whether or not Landlord shall have collected any monthly Deficiency as aforesaid, Landlord shall be entitled to recover from Tenant, and Tenant shall pay to Landlord, on demand, in lieu of any further Deficiency as and for liquidated and agreed final damages, a sum equal (A) to the amount by which the Fixed Rent and Additional Rent for the period which otherwise would have constituted the unexpired portion of the Term (without taking into account any termination thereof and/or re-entry pursuant to this Lease, and conclusively presuming the Additional Rent for each year thereof to be the same as was payable for the year immediately preceding such termination or re-entry) exceeds (B) the then fair and reasonable rental value of the Premises, including Additional Rent for the same period, both discounted to present value at the rate of four percent (4%) per annum less (C) the aggregate amount of Deficiencies previously collected by Landlord pursuant to the provisions of Subsection 17.2(a)(ii) for the same period. If, before presentation of proof of such liquidated damages to any court, commission or tribunal, Landlord shall have relet the Premises or any part thereof for the period which otherwise would have constituted the unexpired portion of the Term, or any part thereof, the amount of net rents collected in connection with such reletting shall be deemed, prima facie, to be the fair and reasonable rental value for the part or the whole of the Premises so relet during the term of the reletting.

(b) If Landlord shall relet the Premises, or any part thereof, together with other space in the Building, the net rents collected under any such reletting and the expenses of any such reletting shall be equitably apportioned for the purposes of this Section 17.2. Tenant shall in no event be entitled to any rents collected or payable under any reletting, whether or not such rents shall exceed the Fixed Rent reserved in this Lease. Nothing contained in Article 16 or this Article 17 shall be deemed to limit or preclude the recovery by Landlord from Tenant of the maximum amount allowed to be obtained as damages by any statute or rule of law, or of any sums or damages to which Landlord may be entitled in addition to the damages set forth in this Section 17.2.

ARTICLE 18. FEES AND EXPENSES

Section 18.1. If an Event of Default occurs and is continuing under this Lease, or if Tenant shall do or permit to be done any act or thing upon the Premises which would cause Landlord to be in default under any Superior Lease or Mortgage, or if Tenant defaults under this Lease and the preservation of property or the safety of any tenant, occupant or other person is threatened thereby, Landlord may, after reasonable prior notice to Tenant except in an emergency, perform the same for the account of Tenant or make any expenditure or incur any obligation for the payment of money for the account of Tenant. All amounts expended by Landlord in connection with the foregoing, including reasonable attorneys’ fees and disbursements in instituting, prosecuting or defending any action or proceeding or recovering

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possession, and the cost thereof, with interest at the Default Rate, shall be paid by Tenant to Landlord as Additional Rent within ten (10) days after billing by Landlord.

Section 18.2. If Tenant shall fail to pay any installment of Fixed Rent and/or Additional Rent within five (5) days after the date due, Tenant shall pay to Landlord, in addition to such installment of Fixed Rent and/or Additional Rent, as the case may be, as a late charge and as Additional Rent, a sum equal to interest at the Default Rate on the amount unpaid, computed from the date such payment was due to and including the date of payment.

ARTICLE 19. NO REPRESENTATIONS BY LANDLORD

Section 19.1. Landlord and Landlord’s agents have made no warranties, representations, statements or promises with respect to (a) the rentable and usable areas of the Premises or the Building, (b) the amount of any current or future Taxes or Operating Expenses, (c) the compliance with applicable Laws of the Premises or the Building, or (d) the suitability of the Premises for any particular use or purpose. No rights, easements or licenses are acquired by Tenant under this Lease, by implication or otherwise, except as expressly set forth herein. This Lease (including any Exhibits and Schedules referred to herein and all supplementary agreements provided for herein) contains the entire agreement between the parties and all understandings and agreements previously made between Landlord and Tenant are merged in this Lease, which alone fully and completely expresses their agreement. Tenant is entering into this Lease after full investigation, and is not relying upon any statement or representation made by Landlord not embodied in this Lease.

ARTICLE 20. END OF TERM

Section 20.1. On the Expiration Date or sooner termination of this Lease, Tenant shall quit and surrender the Premises to Landlord, vacant, broom clean, in good order and condition, ordinary wear and tear and damage for which Tenant is not responsible under the terms of this Lease excepted, and Tenant shall remove all of Tenant’s Property from the Premises, and this obligation shall survive the Expiration Date or sooner termination of the Term. If the last day of the Term or any renewal thereof falls on Saturday or Sunday, this Lease shall expire on the Business Day immediately preceding. Tenant expressly waives, for itself and for any Person claiming through or under Tenant, any rights which Tenant or any such Person may have under the provisions of Section 2201 of the New York Civil Practice Law and Rules and of any successor law of like import then in force in connection with any holdover summary proceedings which Landlord may institute to enforce the foregoing provisions of this Article 20.

Section 20.2. Tenant acknowledges that Tenant or any Tenant Party remaining in possession of the Premises after the Expiration Date or earlier termination of this Lease would create an unusual hardship for Landlord and for any prospective tenant. Tenant therefore covenants that if for any reason Tenant or any Tenant Party shall fail to vacate and surrender possession of the Premises or any part thereof on or before the Expiration Date or earlier termination of this Lease and the Term, then Tenant’s continued possession of the Premises shall be as a holdover tenant, during which time, without prejudice and in addition to any other rights and remedies Landlord may have under this Lease or under applicable Laws, Tenant shall pay to Landlord for each month and for each portion of any month during which Tenant holds over, an

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amount equal to: The greater of (a) 150% of the Fixed Rent and Additional Rent payable under this Lease for the last full calendar month of the Term, or (b) 150% of the fair market rental value of the Premises for such month (as determined by Landlord based upon the then most recent leases of space in the Building), for the thirty (30) day period (the “Initial Holdover Period” commencing date next succeeding the Expiration Date or earlier termination of this Lease and the Term, and the greater of (x) 200% of the Fixed Rent and Additional Rent payable under this Lease for the last full calendar month of the Term, or (y) 200% the fair market rental value of the Premises for such month (as determined by Landlord based upon the then most recent leases of space in the Building), for the period from and after the date succeeding the last day of Initial Holdover Period. In addition, Tenant shall be liable to Landlord for (i) any payment or rent concession which Landlord may be required to make to any tenant obtained by Landlord for all or any part of the Premises (a “New Tenant”) in order to induce such New Tenant not to terminate its lease by reason of the holding-over by Tenant, and (ii) the loss of the benefit of the bargain if any New Tenant shall terminate its lease by reason of the holding-over by Tenant. The provisions of this Section 20.2 shall not in any way be deemed to (A) permit Tenant to remain in possession of the Premises after the Expiration Date or sooner termination of this Lease, or (B) imply any right of Tenant to use or occupy the Premises upon expiration or termination of this Lease and the Term, and no acceptance by Landlord of payments from Tenant after the Expiration Date or sooner termination of the Term shall be deemed to be other than on account of the amount to be paid by Tenant in accordance with the provisions of this Article 20. Tenant’s obligations under this Article 20 shall survive the Expiration Date or earlier termination of this Lease.

ARTICLE 21. QUIET ENJOYMENT

Section 21.1. Provided no Event of Default has occurred and is continuing, Tenant may peaceably and quietly enjoy the Premises without hindrance by Landlord or any Person lawfully claiming through or under Landlord, subject, nevertheless, to the terms and conditions of this Lease.

ARTICLE 22. NO WAIVER; NON-LIABILITY

Section 22.1. No act or thing done by Landlord or Landlord’s agents during the Term shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept such surrender shall be valid unless in writing and signed by Landlord. No employee of Landlord or of Landlord’s agents shall have any power to accept the keys of the Premises prior to the termination of this Lease. The delivery of keys to any employee of Landlord or of Landlord’s agents shall not operate as a termination of this Lease or a surrender of the Premises, Any Building employee to whom any property shall be entrusted by or on behalf of Tenant shall be deemed to be acting as Tenant’s agent with respect to such property and neither Landlord nor its agents shall be liable for any damage to property of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any property of Tenant by theft or otherwise, unless such loss or damage was caused by the gross negligence or willful misconduct of Landlord of any Landlord Party.

Section 22.2. The failure of Landlord to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and

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Regulations set forth or hereafter adopted by Landlord, shall not prevent a subsequent act, which would have originally constituted a violation, from having all of the force and effect of an original violation. The receipt by Landlord of Fixed Rent and/or Additional Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. The failure of Landlord to enforce any of the Rules and Regulations set forth, or hereafter adopted, against Tenant or any other tenant in the Building shall not be deemed a waiver of any such Rules and Regulations. Landlord shall not enforce the Rules and Regulations against Tenant in a discriminatory manner. No provision of this Lease shall be deemed to have been waived by Landlord, unless such waiver be in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the monthly Fixed Rent or any Additional Rent shall be deemed to be other than on account of the next installment of Fixed Rent or Additional Rent, as the case may be, or as Landlord may elect to apply same, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Fixed Rent or Additional Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such Fixed Rent or Additional Rent or pursue any other remedy in this Lease provided. Any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Lease in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. All references in this Lease to the consent or approval of Landlord shall be deemed to mean the written consent or approval of Landlord and no consent or approval of Landlord shall be effective for any purpose unless such consent or approval is set forth in a written instrument executed by Landlord.

Section 22.3. (a) Neither Landlord nor its agents shall be liable for any injury or damage to persons or property or interruption of Tenant’s business resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow or leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature; nor shall Landlord or its agents be liable for any such damage caused by other tenants or persons in the Building or caused by construction of any private, public or quasi-public work; nor shall Landlord be liable for any latent defect in the Premises or in the Building (except that Landlord shall be required to repair the same to the extent provided in Article 6). Nothing in the foregoing shall affect any right of Landlord to the indemnity from Tenant to which Landlord may be entitled under Article 28.

(b) If, at any time or from time to time, any windows of the Premises are temporarily closed, darkened or bricked-up for any reason whatsoever, or any of such windows are permanently closed, darkened or bricked-up if required by any Law or related to any construction upon property adjacent to the Real Property by parties other than Landlord, Landlord shall not be liable for any damage Tenant may sustain thereby and Tenant shall not be entitled to any compensation therefor nor abatement of Fixed Rent or Additional Rent nor shall the same release Tenant from its obligations hereunder nor constitute an eviction or constructive eviction of Tenant from the Premises.

ARTICLE 23. WAIVER OF TRIAL BY JURY

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Section 23.1. The parties hereto hereby waive trial by jury in any action, proceeding or counterclaim brought by either of the parties hereto against the other (except for personal injury or property damage) on any matters whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or for the enforcement of any remedy under any statute, emergency or otherwise. If Landlord commences any summary proceeding against Tenant, Tenant will not interpose any counterclaim of whatever nature or description in any such proceeding (unless failure to impose such counterclaim would preclude Tenant from asserting in a separate action the claim which is the subject of such counterclaim), and will not seek to consolidate such proceeding with any other action which may have been or will be brought in any other court by Tenant.

ARTICLE 24. INABILITY TO PERFORM

Section 24.1. This Lease and the obligation of Tenant to pay Fixed Rent and Additional Rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed will not be affected, impaired or excused because Landlord is unable to fulfill any of its obligations under this Lease expressly or impliedly to be performed by Landlord or because Landlord is unable to make, or is delayed in making any repairs, additions, alterations, improvements or decorations or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by reason of strikes or labor troubles or by accident, or by any cause whatsoever beyond Landlord’s reasonable control, including Laws, governmental preemption in connection with a national emergency or by reason of any Laws or by reason of the conditions of supply and demand which have been or are affected by war or other emergency (“Unavoidable Delays”).

ARTICLE 25. BILLS AND NOTICES

Section 25.1. Except as otherwise expressly provided in this Lease, any bills, statements, consents, notices, demands, requests or other communications given or required to be given under this Lease shall be in writing and shall be deemed given if delivered by hand (against a signed receipt), sent by a nationally recognized overnight courier service, or sent by registered or certified mail (return receipt requested) and addressed:

(a) if to Tenant, (i) at Tenant’s address at the Premises, or (ii) at any place where Tenant or any agent or employee or Tenant may be found if mailed subsequent to Tenant’s abandoning or surrendering the Premises; or

(b) if to Landlord, as follows: 111 Chelsea Commerce LP, c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, Attention: Paul E. Pariser, Principal, with copies to: (i) Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, Attention: Lisa P. Segal, Esq. and (ii) Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, Attention: Chief Financial Officer and (iii) Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011, Attention: Gregory P. Knoop.

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Section 25.2. Any such bill, statement, consent, notice, demand, request or other communication given as provided in this Article 25 shall be deemed given (i) on the date hand delivered, (ii) three (3) Business Days after the date mailed, or (iii) one (1) Business Day after the date sent by overnight courier service.

Section 25.3. Either party may designate by notice in writing given in the manner herein specified a new address to which such bills, statements, consents, notices, demands, requests or other communications shall thereafter be given or made.

ARTICLE 26. RULES AND REGULATIONS

Section 26.1. Landlord reserves the right, from time to time to adopt additional reasonable and non-discriminatory Rules and Regulations and to amend the Rules and Regulations then in effect. Tenant and all Tenant Parties shall comply with the Rules and Regulations, as so supplemented or amended. Nothing contained in this Lease shall be construed to impose upon Landlord any duty or obligation to enforce the Rules and Regulations or terms, covenants or conditions in any other lease against any other tenant, and Landlord shall not be liable to Tenant for violation of the same by any other tenant, its employees, agents, visitors or licensees. If there shall be any inconsistencies between this Lease and the Rules and Regulations, the provisions of this Lease shall prevail.

ARTICLE 27. BROKER

Section 27.1. Each of Landlord and Tenant represents and warrants to the other that it has not dealt with any broker in connection with this Lease other than Taconic Management Company LLC and CB Richard Ellis, Inc. (collectively, “Broker”) and that to the best of its knowledge and belief, no other broker, finder or similar Person procured or negotiated this Lease or is entitled to any fee or commission in connection herewith. Landlord shall pay any commissions owing to the Broker pursuant to separate agreements.

Section 27.2. Each of Landlord and Tenant shall indemnify, defend, protect and hold the other party harmless from and against any and all losses, liabilities, damages, claims, judgments, fines, suits, demands, costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees and disbursements) which the indemnified party may incur by reason of any claim of or liability to any broker, finder or like agent (other than Broker) arising out of any dealings claimed to have occurred between the indemnifying party and the claimant in connection with this Lease, or the above representation being false. The provisions of this Article 27 shall survive the expiration or earlier termination of the Term.

ARTICLE 28. INDEMNITY

Section 28.1. (a) Subject to the provisions of Section 11.2, Tenant shall defend, indemnify and save harmless Landlord and its direct and indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, employees and principals (collectively, the “Landlord Indemnitees”) from and against any and all Losses (defined below) arising from or in connection with (i) any negligence or tortious misconduct of Tenant or any Tenant Party, and (ii) any accident, injury or damage whatsoever caused to persons of property Occurring in, at or Upon the

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Premises, except to the extent that any such Losses result from the negligence or tortious conduct of Landlord or any of the Landlord Indemnitees.

(b) “Losses” means any and all losses, liabilities, damages, claims, judgments, fines, suits, demands, costs, interest and expenses of any kind or nature (including reasonable attorneys’ fees and disbursements) incurred in connection with any claim, proceeding or judgment and the defense thereof, and including all costs of repairing any damage to the Premises or the Building, to which a particular indemnification obligation under this Lease applies.

Section 28.2. Subject to the provisions of Section 11.2, Landlord shall defend, indemnify and save harmless Tenant and its direct and indirect partners, officers, shareholders, directors, members, trustees, beneficiaries, employees and principals (collectively, the “Tenant Indemnitees”) from and against any and all Losses arising from or in connection with (i) any negligence or tortious conduct of Landlord or any Landlord Party, and (ii) any accident, injury or damage whatsoever caused to persons or property of any person occurring in, at or upon the Real Property (specifically excluding the Premises), except, in each case, to the extent that any such Losses result from the negligence or tortious conduct of Tenant or any of the Tenant Indemnitees.

Section 28.3. (a) If any claim that is within the scope of any indemnity set forth in this Lease is asserted against any indemnified party, then the indemnified party shall give prompt notice (an “Indemnity Notice”) thereof to the indemnifying party within a time period so as not to prejudice the indemnifying party’s or its insurer’s ability to defend effectively any action or proceeding brought on such claim, and the indemnifying party shall have the right and obligation to defend and control the defense of any action or proceeding brought on such claim with counsel chosen by the indemnifying party subject to the approval of the indemnified party (such approval not to be unreasonably withheld) or by the indemnifying party’s insurance company. If the indemnified party fails promptly to give an Indemnity Notice or fails to afford the indemnifying party the right to defend any such action or proceeding then, in either of such events, the indemnifying party shall have no obligation under the applicable indemnity set forth in this Lease with respect to such action or proceedings or other actions or proceedings involving the same or related facts. If the indemnifying party shall defend any such action or proceeding, then:

(i) the indemnified party shall cooperate with the indemnifying party (or its insurer) in the defense of any such action or proceeding in such manner as the indemnifying party (or its insurer) may from time to time reasonably request and the indemnifying party shall not be liable for the costs of any separate counsel employed by the indemnified party;

(ii) the indemnifying party shall not be liable for any settlement made without the indemnifying party’s consent;

(iii) if such action or proceeding can be settled by the payment of money and without the need to admit liability on the indemnified party’s part, then the indemnifying party shall have the right to settle such action or proceeding without the

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indemnified party’s consent and the indemnifying party shall have no obligation under the applicable indemnity set forth in this Lease with respect to such action or proceeding or other actions or proceedings involving the same or related facts if the indemnified party refuses to agree to such a settlement; and

(iv) if such action or proceeding cannot be settled merely by the payment of money and without the need to admit liability on the indemnified party’s part, then the indemnifying party shall not settle such action or proceeding without the indemnified party’s consent (which consent shall not be unreasonably withheld) and if the indemnified party unreasonably withholds its consent to any such settlement, then the indemnifying party shall have no obligation under the applicable indemnity set forth in this Lease with respect to such action or proceeding or other actions or proceedings involving the same or related facts.

(b) The provisions of this Article 28 shall survive the expiration or earlier termination of this Lease.

ARTICLE 29. INTENTIONALLY OMITTED

ARTICLE 30. ARBITRATION

Section 30.1. For purposes of this Article 30, the following terms shall have the meanings set forth below:

(a) “AAA” shall mean the American Arbitration Association or any successor thereto,

(b) “AAA Rules” shall mean the AAA Arbitration Rules for the Real Estate Industry then in effect; provided however with respect to any Dispute involving two hundred fifty thousand dollars $250,000.00 or less, the “AAA Rules” shall mean the Expedited Procedures of the AAA Arbitration Rules for the Real Estate Industry.

(c) “Dispute” shall mean any dispute, claim or controversy.

(d) “Qualified Arbitrator” means: an individual who (i) has not been employed by, retained or otherwise performed any work or services for either Landlord or Tenant or any of their Affiliates and (ii) is a licensed attorney (for disputes related to matters other than the determination of Expansion FMV, Renewal FMV or the fair market rental value of the 8th Floor Premises and/or the 15th Floor Premises for the period from October 1, 2018 through the Expiration Date), or (for disputes related to the determination of Expansion FMV, Renewal FMV or the fair market rental value of the 8th Floor Premises and/or the 15th Floor Premises for the period from October 1, 2018 through the Expiration Date) a fully-accredited MAI appraiser or licensed real estate broker, who, in either case, has ten (10) or more years experience in commercial and retail leasing in New York City office and mixed use buildings relevant to the specific matter in dispute and is fully familiar with the AAA Rules.

Section 30.2. Any Dispute arising out of this Lease which is (a) expressly required by the terms of this Lease to be resolved by arbitration, or (b) is a Dispute regarding whether a consent or approval required not to be unreasonably withheld has been reasonably or

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unreasonably withheld under Articles 4. 5 or 14 or (c) or any other Dispute Landlord and Tenant mutually agree to submit to arbitration shall be determined and resolved by arbitration (and not by litigation) conducted in the Borough of Manhattan, City, County and State of New York in accordance with the terms of this Article 30 and the applicable AAA Rules, provided that if the terms of this Article 30 differ from or conflict with the applicable AAA Rules, the arbitrators shall be chosen and the arbitration shall be governed in accordance with and pursuant to the terms and provisions of this Article 30.

Section 30.3. The party requesting arbitration shall do so by giving notice to that effect to the other party, specifying in said notice the nature of the Dispute. Each party shall appoint a Qualified Arbitrator within five (5) days after the giving of notice by either party. The Qualified Arbitrators so appointed shall, within seven (7) days thereafter, select a third Qualified Arbitrator, and both parties shall be bound by any such selection. The three (3) arbitrators so appointed shall, as promptly as possible (but in any event within thirty (30) days following the appointment of the third arbitrator), determine the matter which is the subject of the arbitration, and whether any damages, costs or expenses are to be awarded in connection therewith. The decision of the majority of the arbitrators shall be delivered to said parties by the arbitrators when made and shall be controlling for all purposes under this Lease immediately upon receipt by said parties of a copy of the decision, except that if the Renewal FMV (as such term is defined in Article 31 hereof is determined pursuant to this Article 30, then instead of the Renewal FMV being the decision of the majority of the arbitrators, the third Qualified Arbitrator shall select the Renewal FMV determined by either the first Qualified Arbitrator or the second Qualified Arbitrator, and the Renewal FMV determined by either the first Qualified Arbitrator or the second Qualified Arbitrator, as so selected by the third Qualified Arbitrator shall be the FMV Rental for the purposes of said Article 31. The effectiveness of such decision for such purposes shall not be delayed or postponed pending confirmation of the arbitration decision or award or entry of judgment upon the decision or award, notwithstanding any challenge or contest by either party with respect to the decision or award, and notwithstanding any application or other request by either party that the arbitrators or any court or other body stay, set aside, nullify or otherwise change the decision or award. Neither Landlord nor Tenant shall make any request or other application to the arbitrators or any court or other body for any injunction, stay or other relief which would be contrary to the provisions of the preceding sentence, and both parties agree that the arbitrators, any court and any other body shall have no jurisdiction or other authority to consider any request or other application for, or to grant, any injunction, stay or other relief which would violate any provision of this Article 30. If any decision of the majority of the arbitrators shall be set aside, nullified, modified or otherwise changed after the parties receive a copy of the original decision or award, the parties shall thereupon comply with the action setting aside, nullifying, modifying or otherwise changing the original decision or award, with Such changes and adjustments by the parties in actions taken pursuant to the original decision as may be necessary for such purpose.

Section 30.4. If either party fails to timely appoint a Qualified Arbitrator, or if the two Qualified Arbitrators appointed by the parties shall fail to appoint a third Qualified Arbitrator within seven (7) day period referenced above, then, either Landlord or Tenant may apply to the AAA for the appointment of such Qualified Arbitrator. In the event of the failure, refusal or inability of any arbitrator to act, his or her successor shall be appointed within ten (10) days by the party or parties to the arbitration who originally appointed him or her, or in the event

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such party or parties shall fail so to appoint such successor, or in the case of the third arbitrator, his or her successor shall be appointed as provided in the first sentence of this Section 30.4. Neither Landlord nor Tenant shall raise any challenge or objection as to the full power and jurisdiction of the AAA to entertain such application and make such appointment.

Section 30.5. The costs of the arbitration shall be funded equally by the parties thereto when due during the course of the arbitration, and each party shall bear its own attorneys’ fees and expenses during the arbitration. If a party to the arbitration fails to fund its costs of the arbitration when due during the course of the arbitration, such party’s arbitrator and the third arbitrator shall be excused from proceeding with the arbitration and the arbitrator appointed by the paying party shall make the final determination. The prevailing party in arbitration shall be repaid all of such costs, fees and expenses by the non-prevailing party within ten (10) days after the final determination of the Qualified Arbitrator(s). Either Landlord or Tenant may notify the Qualified Arbitrator(s) of this provision and request that same be included in the final determination.

Section 30.6. The Qualified Arbitrators shall apply the law of the State of New York without regard to conflicts of laws principles. The Qualified Arbitrators shall have no power to vary or modify any of the provisions of this Lease, and their powers and jurisdiction are hereby limited accordingly. Without limiting the generality of the foregoing, to the extent any provision of this Lease may be amended, deleted, rescinded, modified or otherwise changed by agreement of the parties, the failure of the parties to agree on any such amendment, modification, deletion, rescission, other change shall not constitute a “Dispute” subject to arbitration pursuant to this Article 30; it being understood that in the absence of agreement of Landlord and Tenant to the contrary, the provisions of this Lease shall remain unchanged.

Section 30.7. To the extent any Dispute required or agreed to be submitted to arbitration pursuant to this Lease concerns liability for or payment of Rent, Tenant shall pay any portion of such Rent which is not in dispute within ten (10) days after a request by Landlord that such Dispute be submitted to arbitration, or simultaneously with such a request that such Dispute, if such request is made by Tenant.

Section 30.8. Landlord and Tenant may, by written agreement executed by both parties, vary any of the terms of this Article 30 with respect to the arbitration of such Dispute or may agree to resolve their Dispute in any other manner.

Section 30.9. This Article 30 shall constitute a written agreement to submit to arbitration any Dispute for which arbitration is required or permitted under this Lease.

ARTICLE 31. RENEWAL OPTIONS

Section 31.1. Tenant shall have the right, at its option (the “Renewal Option”), to renew the initial Term of this Lease, for the entire Premises for two (2) five-year renewal terms (each, a “Renewal Term”) commencing on the day following the Expiration Date, as to the first Renewal Term, and on the day after the expiration date of the first Renewal Term, as to the second Renewal Term, and ending on the last day of the month in which the day before the fifth (5th) anniversary of the commencement date of the applicable Renewal Term occurs. Tenant

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shall have no right to exercise the Renewal Option as to any Renewal Term unless all of the following conditions have been satisfied on the date of the applicable Renewal Notice (as defined below) and on the commencement date of such applicable Renewal Term:

(a) No Material Default shall have occurred and be continuing under this Lease as of the date of Tenant’s exercise of the applicable Renewal Option and as of the date of the commencement date of the applicable Renewal Term; and

(b) Telx - New York 111 8th, LLC (“Original Tenant”) or a Person to whom this Lease is assigned or transferred pursuant to Sections 14.1(c), 14.10 or 14.11 or any other Person to whom this Lease is permitted to be assigned pursuant to Article 14 (a “Successor Tenant”) shall not have sublet for actual occupancy (as opposed to the uses described in clauses (i) and (ii) of the definition of Permitted Use) more than ten percent (10%) of the then-existing Premises Area.

Section 31.2. (a) If Tenant elects to renew this Lease for a Renewal Term, Tenant shall give Landlord notice thereof (a “Renewal Notice”) not more than twenty-four (24) months and not less than eighteen (18) months prior to the Expiration Date and/or the expiration date of the first Renewal Term (in respect of each of the first and/or the second Renewal Term, as the case may be). TIME SHALL BE OF THE ESSENCE as to the giving of each Renewal Notice. If Tenant timely gives a Renewal Notice, this Lease shall be renewed for the Renewal Term on all of the terms and provisions of this Lease, with the exception of Fixed Rent, Tenant’s Tax Payment and Tenant’s Operating Expense Payment. Fixed Rent for the Renewal Term will be the Renewal FMV determined as provided below, and Tenant shall continue to pay Tenant’s Tax Payment and Tenant’s Operating Payment during the Renewal Term in accordance with the provisions of Article 7, except that (x) Base Taxes for the (i) first Renewal Term will be an amount equal to the Taxes payable for the Tax Year commencing on July 1, 2017 and ending June 30, 2018 and (ii) second Renewal Term will be an amount equal to the Taxes payable for the Tax Year commencing on July 1, 2022 and ending June 30, 2023, and (y) the Base Operating Expenses for the (i) first Renewal Term will be an amount equal to the Operating Expenses for the calendar year 2018 and (ii) second Renewal Term will be an amount equal to the Operating Expenses for the calendar year 2023.

(b) For purposes of this Article 31, “Renewal FMV” means the fair market rental value of each of the 8th Floor Premises and the 15th Floor Premises for the applicable Renewal Term, taking into account the Rentable Square Feet of the 8th Floor Premises and the 15th Floor Premises, the method Landlord then uses to calculate Rentable Square Feet, then current rentals or occupancy fees for comparable space for a comparable term in the Building and in comparable buildings in Manhattan for the Permitted Use, including then-current escalations to Fixed Rent, whether based on price indices, operating expenses, fixed percentage increases, or other standard, and taking into account all other relevant factors for lease renewal transactions.

(c) If Tenant duly exercises a Renewal Option, Tenant shall pay Fixed Rent for the applicable Renewal Term in an amount equal to the applicable Renewal FMV, and otherwise in accordance with Section 31.3. Tenant shall have no right to exercise the second Renewal Option if Tenant fails to exercise the first Renewal Option and Tenant shall have no further right to renew the Term of this Lease after the expiration date of the second Renewal Term.

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Section 31.3. If Tenant does not notify Landlord within thirty (30) days after receipt of a Renewal FMV that it disputes Landlord’s calculation of such Renewal FMV, which notice shall set forth the basis for Tenant’s dispute in reasonable detail, together with Tenant’s determination of Renewal FMV (an “FMV Dispute Notice”), then Landlord’s determination of the applicable Renewal FMV shall be conclusive and binding upon Tenant. TIME SHALL BE OF THE ESSENCE with respect to the giving of an FMV Dispute Notice. If Tenant timely sends an FMV Dispute Notice, then the determination of the applicable Renewal FMV shall be submitted to arbitration for decision upon demand of either party pursuant to Article 30.

Section 31.4. If Fixed Rent for the Renewal Term shall not have been finally determined by the commencement date of a Renewal Term in accordance with this Article 31 and Article 30 then pending such final determination, Tenant shall pay as Fixed Rent for the Renewal Term the amount of Fixed Rent as set forth by Landlord in the applicable Rental Notice. If, based on the final determination of Fixed Rent pursuant hereto, the payments made by Tenant on account of Fixed Rent were (i) less than Fixed Rent as finally determined, Tenant shall pay to Landlord the amount of such deficiency within thirty (30) days after demand, or (ii) greater than Fixed Rent as finally determined, Landlord shall, at Landlord’s option, either credit the amount of the excess against the next installments of Fixed Rent and Additional Rent due under this Lease, or refund the amount of the excess to Tenant within thirty (30) days after demand.

ARTICLE 32. RIGHT OF FIRST OFFER

Section 32.1. For purposes of this Lease, the following terms shall have the following meanings:

(a) “Available for Leasing” means that at the time in question (i) no party leases or occupies the Expansion Space (or if leased or occupied, such party’s rights are scheduled to expire, and such space will be available for occupancy (or the commencement of any work to be performed therein) not earlier than two (2) months (except if such space becomes available as a result of a tenant’s or occupant’s default) nor later than eighteen (18) months of the time in question), whether pursuant to a written lease or other written agreement existing as of the Commencement Date, and (ii) no party holds any written option or right (A) to lease or occupy the Expansion Space that was granted to such party prior to the date of this Lease and is superior to Tenant’s rights hereunder, or (B) to renew its lease or rights of occupancy therefor. Nothing set forth in this Section 32.1 (a) shall (I) limit Landlord’s rights to renew or extend the term of any lease or occupancy agreement of any tenant or occupant of the Expansion Space as of the date hereof regardless of whether such renewal or extension is pursuant to any option to renew or extend contained in leases, (II) limit Landlord’s right to lease the Expansion Space to any tenant or occupant of the Building pursuant to any option existing as of the date of hereof, (III) limit Landlord’s right to renew or extend the term of any lease or occupancy agreement with Landlord, its managing agent and an Affiliate of Landlord covering any space in the Building, or (IV) limit Landlord’s, its managing agent’s, and Landlord’s Affiliates’ right to lease or otherwise occupy any Expansion Space not occupied by Landlord, its managing agent or Landlord’s

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Affiliates as of the date hereof, nor shall such space be deemed Available for Leasing hereunder. Notwithstanding the foregoing, Landlord represents that, as of the date hereof, the only tenants of the Building who have options to lease the Expansion Space which are prior to the rights of Tenant hereunder are Deutsch, Inc. and Google Inc.

(b) “Expansion Space” means the portion of the third (3rd) floor of the Building, consisting of approximately 11,656 Rentable Square Feet, as shown on the plan annexed hereto as Exhibit H. Tenant acknowledges that the Rentable Square Feet of the Expansion Space may increase in accordance with the standard used by Landlord from time to time to calculate Rentable Square Feet in the Building.

(c) “Expansion FMV” means the then fair market rental value of Fixed Rent for the Expansion Space, taking into account all of the terms and conditions on which Landlord is prepared to market the Expansion Space in question, taking into account all relevant factors, including the Rentable Square Feet of the Expansion Space, the method Landlord then uses to calculate Rentable Square Feet, the length of term, the presence or absence of free rent or rent concessions or tenant improvement allowances, and the amount of any brokerage commissions payable in connection therewith. If Tenant disputes the fair market rental value Fixed Rent for the Expansion Space (as determined in clause (ii) above), such dispute shall be resolved by arbitration pursuant to Section 30.4.

(d) “Substantially Changed Terms” means changes in the terms and conditions applicable to any Expansion Space whereby the Economic Terms (as hereafter defined) are reduced by ten percent (10%) or more, as compared to the terms and conditions previously offered to Tenant in an Expansion Notice. For purposes hereof, “Economic Terms” shall mean (i) the annual Fixed Rent payable, (ii) any material Additional Rent payable, including, without limitation, any Additional Rent related to increases in Taxes or operating expenses for the Building, increases in any price index or wage or labor rate, and any sprinkler or water charges, (iii) the dollar amount of any work which Landlord is willing to perform or pay for in the Expansion Space, (iv) any concession or free rent period applicable to the proposed letting, and (v) any other material terms and conditions.

Section 32.2. (a) If any portion of the Expansion Space becomes Available for Leasing during the Term, Landlord shall deliver notice thereof to Tenant (an “Expansion Notice”), describing the Expansion Space in question, the anticipated commencement date and setting forth Landlord’s determination of the Expansion FMV. Provided that all of the conditions precedent set forth in this Article 32 are fully satisfied by Tenant, Tenant shall have the option (the “Expansion Option”), exercisable by Tenant delivering written notice to Landlord (an “Exercise Notice”) within ten (10) Business Days of the giving by Landlord of the Expansion Notice, to lease the Expansion Space on the terms and conditions set forth in this Article 32, and this Lease shall thereupon be modified as provided in Section 32.4. The Expansion Option may be exercised only with respect to all of the Expansion Space that is the subject of an Expansion Notice. TIME SHALL BE OF THE ESSENCE with respect to all periods of time expressly set forth in this Article 32.

(b) If Tenant fails to timely give an Exercise Notice with respect to any Expansion Space, Landlord shall be free to lease such Expansion Space to any other Person,

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and Tenant shall have no further rights hereunder to lease such Expansion Space, provided that Landlord shall not thereafter enter into a lease of such Expansion Space on terms and conditions that constitute Substantially Changed Terms unless Landlord first delivers to Tenant a revised Expansion Notice describing such Substantially Changed Terms. In such event, Tenant shall have the right, exercisable within five (5) Business Days after Tenant’s receipt of such revised Expansion Notice from Landlord, to deliver to Landlord an Exercise Notice agreeing to enter into a lease of such Expansion Space on such Substantially Changed Terms.

Section 32.3. (a) Tenant shall have no right to exercise the Expansion Option unless all of the following conditions have been satisfied or waived by Landlord on the date of the Exercise Notice and on the date on which Landlord delivers to Tenant vacant possession of the Expansion Space (the “Expansion Space Commencement Date”):

(i) No Event of Default shall have occurred and be continuing under this Lease; and

(ii) The Original Tenant or a Successor Tenant shall not have sublet for actual occupancy (as opposed to the uses described in clauses (i) and (ii) of the definition of Permitted Use) more than ten percent (10%) of the then-existing Premises Area.

(b) Landlord shall have no obligation to send an Expansion Notice and Tenant shall have no right to exercise the Expansion Option if any Expansion Space becomes Available for Leasing during the last eighteen (18) months of the Term of this Lease unless Tenant shall have exercised a then-existing Renewal Option or otherwise extended the Term.

Section 32.4. Provided that Tenant timely delivers an Exercise Notice, then effective on the Expansion Space Commencement Date, the Expansion Space shall be added to and be deemed to be a part of the Premises for all purposes of this Lease, on the following terms and conditions:

(a) Tenant shall lease the Expansion Space on all of the terms and conditions of this Lease except for Fixed Rent, which shall be equal to the Expansion FMV, as initially determined by Landlord, subject to Tenant’s right to arbitrate such determination of the Expansion FMV as provided in Section 32.5;

(b) Tenant shall pay Tenant’s Tax Payment and Tenant’s Operating Payment with respect to the Expansion Space as provided in Article 7, the Base Taxes applicable to the Expansion Space shall be an amount equal to the Taxes payable for the Tax Year commencing on the July 1st immediately preceding the Expansion Space Commencement Date, and the Base Operating Expenses applicable to the Expansion Space shall be an amount equal to the Operating Expenses payable for the calendar year commencing on the January 1st immediately preceding the Expansion Space Commencement Date;

(c) Tenant’s Share shall increase based on the Rentable Square Foot area of the Expansion Space; and

(d) Landlord will deliver the Expansion Space to Tenant in the condition in which Landlord was prepared to market the Expansion Space in question, as

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described in the Expansion Notice, and except as set forth therein, Landlord shall not be obligated to perform any work or make any payments to Tenant (in the nature of Landlord’s Contribution or otherwise) with respect thereto.

Section 32.5. (a) If Tenant disputes Landlord’s calculation of the Expansion FMV as set forth in the Expansion Notice, such dispute shall be submitted to arbitration and shall be determined by arbitration in accordance with the procedures set forth in Section 30.4.

(b) If Fixed Rent for the Expansion Space has not been finally determined by the Expansion Space Commencement Date, then pending such final determination, Tenant shall pay as Fixed Rent for the Expansion Space the amount of Fixed Rent as set forth by Landlord in the Expansion Notice. If, based on the final determination of such Fixed Rent, the payments made by Tenant on account of Fixed Rent were (i) less than Fixed Rent as finally determined, Tenant shall pay to Landlord the amount of such deficiency within thirty (30) days after demand, or (ii) greater than Fixed Rent as finally determined, Landlord shall refund the amount of such excess to Tenant within thirty (30) days after demand.

Section 32.6. If Landlord is unable to deliver possession of any portion of the Expansion Space to Tenant as provided in this Article 32 for any reason, including the holding over or retention of possession of any tenant or any other occupant, the validity of this Lease shall not be impaired thereby, and Tenant shall take possession of the Expansion Space when, as and if vacant possession of the Expansion Space is delivered to Tenant. In the event of any holding over by any tenant, subtenant or occupant of the Expansion Space beyond the scheduled expiration date of such Person’s lease, sublease or other occupancy agreement, regardless of the reason for such holding over, Landlord will promptly take all commercially reasonable actions to obtain possession of the Expansion Space, including commencing and prosecuting appropriate legal proceedings against any such holdover tenant, subtenant or occupant. The provisions of this Section 32.6 are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor law or ordinance, and Tenant hereby waives any right to rescind this Lease with respect to the Expansion Space, except as set forth in the preceding sentence, and further waives the right to recover any damages from Landlord on account of Landlord’s failure to deliver possession of the Expansion Space to Tenant.

ARTICLE 33. MISCELLANEOUS

Section 33.1. (a) The obligations of Landlord under this Lease shall not be binding upon Landlord named herein after the sale, conveyance, assignment or transfer by such Landlord (or upon any subsequent landlord after the sale, conveyance, assignment or transfer by such subsequent landlord) of its interest in the Building or the Real Property, as the case may be, and in the event of any such sale, conveyance, assignment or transfer, Landlord shall be and hereby is entirely freed and relieved of all covenants, liabilities and obligations of Landlord hereunder, and the transferee of Landlord’s interest in the Building or the Real Property, as the case may be, shall be deemed to have assumed all obligations under this Lease. Prior to any such sale, conveyance, assignment or transfer, the liability of Landlord for Landlord’s obligations under this Lease shall be limited to Landlord’s interest in the Real Property and Tenant shall not look to any other property or assets of Landlord or the property or assets of any of the Landlord

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Exculpated Parties (defined below) in seeking either to enforce Landlord’s obligations under this Lease or to satisfy a judgment for Landlord’s failure to perform such obligations.

(b) Tenant shall look solely to Landlord’s estate and property in the Building (or the proceeds thereof) and, where expressly so provided in this Lease, to offset against the rents payable under this Lease, for the satisfaction of Tenant’s remedies for the collection of a judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default by Landlord hereunder; it being understood and agreed that: (i) no partner, shareholder, member, director, officer, principal, employee or agent, disclosed or undisclosed, direct or indirect, of Landlord (collectively, the “Landlord Exculpated Parties”) shall be personally liable for the performance of Landlord’s obligations under this Lease; (ii) Tenant shall not seek any damages against any of the Landlord Exculpated Parties; and (iii) no other property or assets of Landlord or Landlord Exculpated Parties shall be subject to levy, execution or other enforcement procedure for the satisfaction of Tenant’s remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or Tenant’s use or occupancy of the Premises.

Section 33.2. Wherever in this Lease Landlord’s consent or approval is required, if Landlord shall refuse such consent or approval, Tenant in no event shall be entitled to make, nor shall Tenant make, any claim, and Tenant hereby waives any claim, for money damages (nor shall Tenant claim any money damages by way of set-off, counterclaim or defense) based upon any claim or assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed its consent or approval. Tenant’s sole remedy shall be an action or proceeding to enforce any such provision, for specific performance, injunction or declaratory judgment.

Section 33.3. All of the covenants of Tenant hereunder shall be deemed and construed to be “conditions” as well as “covenants” as though the words specifically expressing or implying covenants and conditions were used in each separate instance.

Section 33.4. This Lease (a) contains the entire agreement between the parties to the transactions contemplated hereby, and all prior or contemporaneous arrangements, understandings, representations and statements, oral or written, are merged herein, (b) may not be changed, modified, terminated or discharged except by a writing executed by both Landlord and Tenant, (c) may be executed in one or more counterparts, all of which taken together shall be deemed a single Lease, and (d) is binding upon and inures to the benefit of the parties hereto and their successors and assigns. If any provision of this Lease, or the application thereof to any person or circumstance, is ever held invalid or unenforceable, then the remainder of this Lease or the application of such provision to any other person or any other circumstance (other than those as to which it shall be invalid or unenforceable) shall not be affected, and each remaining provision hereof shall remain valid and enforceable to the fullest extent permitted by law.

Section 33.5. Except as expressly provided to the contrary in this Lease, Landlord and Tenant agree that all disputes arising, directly or indirectly, out of or relating to this Lease, and all actions to enforce this Lease, shall be dealt with and adjudicated in the state courts of New York or the Federal courts sitting in New York City; and for that purpose hereby expressly and irrevocably submits itself to the jurisdiction of such courts.

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Section 33.6. Each of Landlord and Tenant irrevocably waives, with respect to itself and its property, any diplomatic or sovereign immunity of any kind or nature, and any immunity from the jurisdiction of any court or from any legal process, to which it may be entitled, and agrees not to assert any claims of any such immunities in any action brought by the other party under or in connection with this Lease. Each party acknowledges that the making of such waivers, and the other party’s reliance on the enforceability thereof, is a material inducement to the parties entering into this Lease.

Section 33.7. All overtime charges or charges for additional services payable by Tenant under any of the provisions of this Lease shall be billed to Tenant at the Building Standard Rates for such charges in effect at the time such charges are incurred.

Section 33.8. Neither Landlord nor Tenant shall issue or cause the publication of any press release or other public announcement, or cause, permit or suffer any other disclosure which sets forth the terms of this Lease, without first obtaining the written consent of the other party; provided, however, the foregoing restriction shall not be deemed to prevent to any disclosure (i) required in order to comply with any law, ordinance, governmental decree or any rule, regulation or decree of any interested governmental body or legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process; (ii) to relevant third parties, including Affiliates of either party, the Building managing agent, brokers, accountants, attorneys, insurers, current or prospective Mortgagees or Superior Lessors, or prospective purchasers, subtenants or assignees; (iii) in any suit, action or other proceeding between the parties or arising out of or related to this Lease or the Real Property; or (iv) of any information that is a matter of public record or is provided in other sources readily available to the industry other than as a result of a breach of this provision by the disclosing party.

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IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Lease as of the day and year first above written.

LANDLORD:	111 CHELSEA COMMERCE LP,
	By:	Taconic GP Chelsea Holdings LLC     Its General Partner
	By:	/s/    PAUL E. PARISER
		Paul E. Pariser, Co-President
TENANT:	TELX - NEW YORK 111 8TH, LLC
	By:
		Name:
		Title:

Tenant’s Federal Tax Identification Number:                            

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IN WITNESS WHEREOF, Landlord and Tenant have respectively executed this Lease as of the day and year first above written.

LANDLORD:	111 CHELSEA COMMERCE LP,
	By:	Taconic GP Chelsea Holdings LLC Its General Partner
	By:
		Paul E. Pariser, Co-President
TENANT:	TELX - NEW YORK 111 8TH, LLC
	By:	/S/    J. TODD RAYMOND
		Name: J. Todd Raymond
		Title: President

Tenant’s Federal Tax Identification Number:                            

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SCHEDULE I

8th FLOOR PREMISES FIXED RENT

(i) [***] per year ([***] per month) from the Commencement Date through December 31, 2007;

(ii) [***] per year ([***] per month) from January 1, 2008 through December 31, 2008;

(iii) [***] per year ([***] per month) from January 1, 2009 through December 31, 2009;

(iv) [***] per year ([***] per month) from January 1, 2010 through December 31, 2010;

(v) [***] per year ([***] per month) from January 1, 2011 through February 28, 2011;

(vi) [***] per year ([***] per month) from March 1, 2011 through February 29, 2012;

(vii) [***] per year ([***] per month) from March 1, 2012 through February 28, 2013;

(viii) [***] per year ([***] per month) from March 1, 2013 through February 28, 2014;

(ix) [***] per year ([***] per month) from March 1, 2014 through February 28, 2015;

(x) [***] per year ([***] per month) from March 1, 2015 through February 29, 2016;

(xi) [***] per year ([***] per month) from March 1, 2016 through February 28, 2017;

(xii) [***] per year ([***] per month) from March 1, 2017 through February 28, 2018;

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

(xiii) [***] per year ([***]) from March 1, 2018 through September 30, 2018; and

(xiv) the fair market rental value of the 8th Floor Premises for the period from October 1, 2018 through the Expiration Date. The fair market rental value of the 8^th Floor Premises shall be determined in accordance with the provisions of Article 32 as if the 8th Floor Premises were the Expansion Space.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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SCHEDULE 2

15th FLOOR PREMISES FIXED RENT

(i) [***] per year ([***] per month) from the Commencement Date through March 31, 2008;

(ii) [***] per year ([***] per month) from April 1, 2008 through March 31, 2013;

(iii) [***] per year ([***] per month) from April 1, 2013 through September 30, 2018; and

(iv) the fair market rental value of the 15th Floor Premises for the period from October 1, 2018 through the Expiration Date. The fair market rental value of the 15^th Floor Premises shall be determined in accordance with the provisions of Article 32 as if the 15th Floor Premises were the Expansion Space.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EX-10.15

Exhibit 10.15

Confidential Treatment Requested by The Telx Group, Inc.

FIRST AMENDMENT OF LEASE

THIS FIRST AMENDMENT OF LEASE (this “Amendment”) made as of July 3, 2008 between 111 CHELSEA COMMERCE LP (“Landlord”), a Delaware limited partnership with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 and TELX - NEW YORK 111 8^TH, LLC (“Tenant”), a Delaware limited liability company with an address at 111 Eighth Avenue, New York, New York 10011.

Statement of Facts

By Agreement of Lease dated March 15, 2007 (the “Lease”), Landlord leased to Tenant and Tenant hired from Landlord portions of each of the eighth (8^th) and fifteenth (15^th) floors (collectively, the “Original Premises”) in the building located at 111 Eighth Avenue, New York, New York 10011 (the “Building”) upon all of the terms, covenants, conditions and provisions more particularly described in the Lease. Landlord has Available for Leasing (as defined in Section 32.1 (a) of the Lease) Expansion Space (as defined in Section 32.1(b) of the Original Lease) consisting of a portion of the third (3^rd) floor of the Building, containing 11,751 Rentable Square Feet (as defined in Section 1.1 of the Lease), as shown in hatching on the plan annexed hereto as Exhibit A (the “Additional Premises”). Pursuant to Section 32.2(a) of the Lease, Landlord delivered the Expansion Notice and Tenant has exercised the Expansion Option by delivering the Exercise Notice (as such terms are defined in Section 32.2(a) of the Lease). Landlord and Tenant wish to add to the Original Premises the Additional Premises, and to otherwise amend the Lease upon the terms and conditions hereinafter set forth. Unless otherwise specifically indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Lease.

NOW, THEREFORE, for and in consideration of the payments to be made hereunder by Tenant to Landlord and the mutual consideration hereinafter set forth, the parties hereto agree as follows:

Terms

1. ADDITIONAL PREMISES

(a) Effective on August 1, 2008 (the “Additional Premises Commencement Date”), and continuing thereafter up to and including February 28, 2022 (the Expiration Date of the Lease), the Additional Premises shall be added to the Original Premises, on all of the same terms, covenants, conditions, and provisions of the Lease, except as otherwise expressly provided in this Amendment.

(b) Effective on the Additional Premises Commencement Date, (i) the term “this Lease” as used in the Lease, shall be deemed to refer to the Lease, as amended by this Amendment, (ii) the term “Premises,” as such term is used in this Lease, shall mean the

aggregate of the Original Premises and the Additional Premises, (iii) all references to the “Commencement Date” in the Lease shall be deemed to be the Additional Premises Commencement Date with respect to the Additional Premises only, and (iv) the floor plan of the Original Premises attached to the Lease shall be amended to include the floor plan of the Additional Premises attached hereto as Exhibit A.

(c) Landlord shall not be subject to any liability for failure to deliver possession of the Additional Premises to Tenant on any specific date and the validity of this Amendment shall not be impaired under such circumstances, nor shall the same be construed to extend the term of the Lease, except that the Additional Premises Commencement Date will not occur until possession of the Additional Premises shall be delivered to Tenant. For purposes of this Paragraph l(c), the provisions hereof are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Law, which shall be inapplicable hereto, and Tenant hereby waives any right to rescind this Amendment that Tenant might otherwise have thereunder based upon Landlord’s failure to deliver the Additional Premises to Tenant.

2. MODIFICATION OF THE LEASE

(a) Effective on the Additional Premises Commencement Date and continuing thereafter through the Expiration Date, the Lease shall be deemed modified as follows:

(i) The Fixed Rent payable by Tenant pursuant to Section 2.1 of the Lease with respect to the Additional Premises only shall be as set forth on Schedule 1 annexed hereto (except that Tenant shall pay, upon the execution and delivery of this Amendment by Tenant, the sum of [***], to be applied against the first monthly installment of Fixed Rent for the Additional Premises becoming due under this Amendment).

(ii) The term “Premises Area” as set forth in Section 1.1 of the Lease shall be increased by 11,751 Rentable Square Feet to 29,952 Rentable Square Feet.

(iii) The term “Tenant’s Share” as set forth in Section 7.1(b) of the Lease shall be increased by 0.51% to 1.31%.

(iv) The term “Base Taxes” as set forth in Section 7.1(e) of the Lease with respect to the Additional Premises only shall mean an amount equal to the Taxes payable for the Tax Year commencing on July 1, 2008 and ending June 30, 2009.

(v) The term “Comparison Year” as set forth in Section 7.1(f)(i) of the Lease with respect to the Additional Premises only shall mean each and every Tax Year commencing with the 2009/2010 Tax Year.

(vi) The term “Basic Capacity” as set forth in Section 10.1(a) of the Lease with respect to the Additional Premises only shall mean 450 amperes of 460 volt, 3-phase, 4 wire.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(vii) With respect to the Additional Premises only, the reference to “105%” in the second sentence of Section 10.1(b) of the Lease shall be deemed deleted and replaced with “107%”.

(viii) In accordance with Section 10.9 of the Lease, as hereby amended, Landlord shall make up to 450 amperes of 480-volt emergency electric power service (“3^rd Floor EPS”) available to Tenant for use in the Additional Premises from the Building Generators. There is installed (x) an automatic transfer switch (the “3^rd Floor Transfer Switch”) in the Additional Premises sufficient to supply a total connected load of up to 450 amperes of 3^rd Floor EPS (the “Required 3^rd Floor Amperage”) at 480 volts to the Additional Premises, and (y) a connection from the Building Generators to the 3^rd Floor Transfer Switch. In accordance with Section 10.9(b) of the Lease, as hereby amended, effective from and after the Additional Premises Commencement Date Tenant shall pay a fee (the “3^rd Floor EPS Fee”), irrespective of whether or not emergency power is ever required or used by Tenant, and shall be payable by Tenant to Landlord as Additional Rent in advance in equal monthly installments on the first day of each month during the Term. The initial 3^rd Floor EPS Fee shall be $250.00 per ampere per year for the Required 3^rd Floor Amperage. The 3^rd Floor EPS Fee shall escalate as of each Reset Date by the sum of (x) the product of (A) the 3^rd Floor EPS Fee then in effect for the immediately previous calendar year, multiplied by (B) the CP1 Fraction and (y) the then 3^rd Floor EPS Fee. At Landlord’s option, Landlord may bill Tenant for the 3^rd Floor EPS Fee other than on a monthly basis but in no event more frequently than monthly. Except as expressly provided in this subparagraph (vii), with respect to the Additional Premises only, all references to the “8^th Floor EPS” and “8^th Floor EPS Fee” shall be deemed to refer to the “3^rd Floor EPS” and “3^rd Floor EPS Fee”, as applicable. Notwithstanding anything contained in this subparagraph (viii) to the contrary, Tenant shall have the right by written notice to Landlord delivered pursuant to Article 25 of the Lease (the “3^rd Floor EPS Notice”) sent within ninety (90) days following the Additional Premises Commencement Date, TIME BEING OF THE ESSENCE, to request that Landlord not make available the 3^rd Floor EPS to Tenant for use in the Additional Premises from the Building Generators. If Tenant timely and properly sends the 3^rd Floor EPS Notice to Landlord, then the provisions of this subparagraph (viii) shall be deemed deleted from this Amendment and Landlord shall have no obligation to make the 3^rd Floor EPS available to Tenant.

(ix) The following shall be added to the end of Section 14.6(f) of the Lease: “and further there shall not be more than one (1) subtenant of the Additional Premises.”

(b) Sections 2.4, 5.1, 7.1(j)-(n), and 7.3 of the Lease, the second sentence of Section 5.5 of the Lease, clause (ii) of Section 7.1(f) of the Lease, clause (ii) of Section 7.1(g) of the Lease, all references to “Operating Expense” in Article 7 of the Lease, and Exhibits A and C to the Lease shall not be applicable to the Additional Premises.

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3. AS IS; DELIVERY OF POSSESSION

(a) Notwithstanding anything contained herein or in the Lease to the contrary, Tenant acknowledges that it has made a full and complete inspection of the Additional Premises and is thoroughly familiar with the condition thereof, and agrees to accept possession of the Additional Premises on the Additional Premises Commencement Date in its then “as is” condition. Landlord has advised Tenant, and Tenant acknowledges, that DiscoveryTel, Inc. (“Discovery Tel”) currently occupies a portion of the Additional Premises and may continue such occupancy on the Additional Premises Commencement Date. Tenant has advised Landlord that DiscoveryTel will become Tenant’s colocation customer as of the Additional Premises Commencement Date, and Landlord consents to the same. If DiscoveryTel does not occupy any portion of the Additional Premises on the Additional Premises Commencement Date or elects not to be Tenant’s colocation customer during the term of this Amendment, Landlord shall have no liability to Tenant as a result thereof.

(b) Landlord has advised Tenant, and Tenant acknowledges, that as of the date of this Amendment, conduits exist connecting the Additional Premises to other suites and areas of the Building. To the extent that such conduits are not owned or used by Landlord, another tenant in the Building or other occupant of the Building, Tenant shall have the right to use these existing conduits throughout the term of this Amendment and Landlord shall have no obligations, responsibility or liability with respect thereto. Landlord will cooperate with Tenant in developing a schedule of conduits to determine the route and termination points of the conduits servicing the Additional Premises.

(c) All Alterations which may be required or desired by Tenant to equip, decorate and furnish the Additional Premises for Tenant’s occupancy shall be done (i) at Tenant’s sole cost and expense, and (ii) in accordance with the applicable provisions of the Lease, including, without limitation, Article 4.

4. BROKERAGE

Landlord and Tenant covenant, warrant and represent to each other that there was no broker or finder instrumental in consummating this Amendment and that they have had no conversations or negotiations with any broker or finder except Taconic Management Company LLC and CB Richard Ellis, Inc. (collectively, the “Broker”) concerning this Amendment or the renting of the Additional Premises to Tenant. Landlord and Tenant agree to indemnify and hold each other harmless from and against any claims for a brokerage, finder’s or other commission or fee arising out of any conversations or negotiations had by the indemnifying party with any broker or finder other than the Broker with respect to this Amendment or the renting of the Additional Premises to Tenant. Landlord agrees to pay any fee or commission owing to the Broker pursuant to separate agreements made by Landlord and the Broker.

5. MISCELLANEOUS

(a) Except as otherwise provided herein, all of the terms, covenants, conditions and provisions of the Lease shall remain and continue unmodified, in full force and effect and binding upon the parties hereto, their heirs, administrators, executors and their permitted assigns.

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(b) This Amendment sets forth the entire agreement between the parties regarding the letting of the Additional Premises to Tenant, superseding all prior agreements and understandings, written and oral, regarding the letting of the Additional Premises to Tenant, and may not be altered or modified except by a writing signed by both parties.

(c) Landlord and Tenant each represent and warrant to the other that it has not relied upon any representation or warranty, express or implied, in entering into this Amendment, except those which are set forth herein.

(d) This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(e) The covenants and agreements herein contained shall bind and inure to the benefit of Landlord, its successors and assigns, and Tenant, its successors and assigns. If any of the provisions of this Amendment, or its application to any situation, shall be invalid or unenforceable to any extent, the remainder of this Amendment, or the application thereof to situations other than that as to which it is invalid or unenforceable, shall be affected thereby, and every provision of this Amendment shall be valid and enforceable to the fullest extent permitted by law.

(f) The captions of this Amendment are for convenience and reference only and in no way define, limit or describe the scope or intent of this Amendment.

(g) Submission by Landlord of the within Amendment for execution by Tenant shall confer no rights nor impose any obligation on Landlord unless and until both Landlord and Tenant shall have executed this Amendment and duplicate originals thereof shall have been delivered by Landlord and Tenant to each other.

(h) The Statement of Facts first set forth in this Amendment and the exhibit and schedule attached hereto are incorporated into this Amendment and are, and shall for all purposes be deemed to be, a part of this Amendment.

(i) This Amendment may be executed in one or more original counterparts, all of which shall constitute the same document.

[signatures follow on next page]

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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.

LANDLORD:	111 CHELSEA COMMERCE LP
	By:	Taconic GP Chelsea Holdings LLC, its General Partner
		By:	/S/    PAUL E. PARISER
			Paul E. Pariser, Co-President

TENANT:	TELX-NEW YORK 111 8TH, LLC
	By:	/S/    J. TODD RAYMOND
		Name: J. Todd Raymond
		Title: President

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CONSENT OF GUARANTOR

THE TELX GROUP, INC., as guarantor of Tenant’s obligations under the Lease pursuant to that Agreement and Guaranty dated as of March 15, 2007 (the “Guaranty”), hereby (a) consents to the execution and delivery of this Amendment by Tenant, (b) agrees that the obligations of THE TELX GROUP, INC, under and pursuant to the Guaranty shall otherwise remain unmodified and (c) confirms that the Guaranty is in full force and effect.

GUARANTOR:
THE TELX GROUP, INC.
By:	/S/    ERIC SHEPCARO
	Name: Eric Shepcaro
	Title: CEO

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SCHEDULE 1

FIXED RENT

(i) [***] per annum ([***] per month) from August 1, 2008 through July 31, 2009, both dates inclusive;

(ii) [***] per annum ([***] per month) from August 1, 2009 through July 31, 2010, both dates inclusive;

(iii) [***] per annum ([***] per month) from August 1, 2010 through July 31, 2011, both dates inclusive;

(iv) [***] per annum ([***] per month) from August 1, 2011 through July 31, 2012, both dates inclusive;

(v) [***] per annum ([***] per month) from August 1, 2012 through July 31, 2013, both dates inclusive;

(vi) [***] per annum ([***] per month) from August 1, 2013 through July 31, 2014, both dates inclusive;

(vii) [***] per annum ([***] per month) from August 1, 2014 through July 31, 2015, both dates inclusive;

(viii) [***] per annum ([***] per month) from August 1, 2015 through July 31, 2016, both dates inclusive;

(ix) [***] per annum ([***] per month) from August 1, 2016 through July 31, 2017, both dates inclusive;

(x) [***] per annum ([***] per month) from August 1, 2017 through July 31, 2018, both dates inclusive;

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(xi) [***] per annum ([***] per month) from August 1, 2018 through July 31, 2019, both dates inclusive;

(xii) [***] per annum ([***] per month) from August 1, 2019 through July 31, 2020, both dates inclusive;

(xiii) [***] per annum ([***] per month) from August 1, 2020 through July 31, 2021, both dates inclusive; and

(xiv) [***] per annum ([***] per month) from August 1, 2021 through the Expiration Date, both dates inclusive.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EX-10.16

Exhibit 10.16

Confidential Treatment Requested by The Telx Group, Inc.

SECOND AMENDMENT OF LEASE

THIS SECOND AMENDMENT OF LEASE (this “Second Amendment”) made as of December 9, 2008 between 111 CHELSEA COMMERCE LP (“Landlord”), a Delaware limited partnership with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 and TELX - NEW YORK 111 8^TH, LLC (“Tenant”), a Delaware limited liability company with an address at 111 Eighth Avenue, New York, New York 10011.

Statement of Facts

By Agreement of Lease dated as of March 15, 2007 (the “Original Lease”), Landlord leased to Tenant and Tenant hired from Landlord portions of each of the eighth (8^th) and fifteenth (15^th) floors (collectively, the “Original Premises”) in the building located at 111 Eighth Avenue, New York, New York 10011 (the “Building”) upon all of the terms, covenants, conditions and provisions more particularly described in the Original Lease. Pursuant to Section 10.7 of the Lease, Landlord granted to Tenant a license to use an area of the roof setback above the seventh (7^th) floor of the Building, upon all of the terms, covenants, conditions and provisions more particularly described therein.

Pursuant to that certain First Amendment of Lease dated as of July 3, 2008 (the “First Amendment”), Landlord leased to Tenant and Tenant hired from Landlord a portion of the third (3^rd) floor of the Building (the “Expansion Space” or the “Additional Premises”), as more particularly described therein, upon all of the terms, covenants, conditions and provisions more particularly described in the First Amendment.

The Original Lease and First Amendment are collectively referred to as the “Lease,” and the Original Premises and the Expansion Space are collectively referred to as the “Premises.”

Unless otherwise specifically indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Lease.

Landlord and Tenant desire to add to the premises demised under the Lease (i.e., the Premises) a portion of the fourteenth (14^th) floor of the Building, containing 13,333 Rentable Square Feet, as shown in hatching on the plan annexed hereto as Exhibit A-l (the “Second Additional Premises”), upon the terms and conditions hereinafter set forth, and to otherwise amend the Lease upon the terms and conditions hereinafter set forth, including, without limitation, the granting to Tenant a license to use an area of the roof setback above the thirteenth (13^th) floor of the Building, as shown in hatching on the plan annexed hereto as Exhibit A-2 (the “Second Setback Area”, upon the terms and conditions hereinafter set forth. The entire roof setback above the thirteenth (13^th) floor of the Building that is contiguous to the Second Additional Premises is herein referred to as the “14^th Floor Setback.”

NOW, THEREFORE, for and in consideration of the payments to be made hereunder by Tenant to Landlord and the mutual consideration hereinafter set forth, the parties hereto agree as follows:

Terms

1. SECOND ADDITIONAL PREMISES

(a) Effective as of the date hereof (the “Second Additional Premises Commencement Date”), and continuing thereafter up to and including the Expiration Date, the Second Additional Premises shall be added to the Premises, on all of the same terms, covenants, conditions, and provisions of the Lease, except as otherwise expressly provided in this Second Amendment.

(b) Effective on the Second Additional Premises Commencement Date, (i) the term “this Lease” as used in the Lease, shall be deemed to refer to the Lease, as amended by this Second Amendment, (ii) the term “Premises,” as such term is used in the Lease, shall mean the aggregate of the Original Premises, the Expansion Space and the Second Additional Premises, (iii) all references to the “Commencement Date” in the Lease shall be deemed to be the Second Additional Premises Commencement Date with respect to the Second Additional Premises only, and (iv) the floor plans of the Original Premises and Expansion Space attached to the Lease shall be amended to include the floor plan of the Second Additional Premises attached hereto as Exhibit A-l.

(c) Landlord shall not be subject to any liability for failure to deliver possession of the Second Additional Premises to Tenant on any specific date and the validity of this Second Amendment shall not be impaired under such circumstances, nor shall the same be construed to extend the term of the Lease, except that the Second Additional Premises Commencement Date will not occur until possession of the Second Additional Premises shall be delivered to Tenant. For purposes of this Paragraph 1(c), the provisions hereof are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Law, which shall be inapplicable hereto, and Tenant hereby waives any right to rescind this Second Amendment that Tenant might otherwise have thereunder based upon Landlord’s failure to deliver the Second Additional Premises to Tenant.

2. MODIFICATION OF THE LEASE

(a) Effective on the Second Additional Premises Commencement Date and continuing thereafter through the Expiration Date, the Lease shall be deemed modified as follows:

(i) The Fixed Rent payable by Tenant pursuant to Section 2.1 of the Lease with respect to the Second Additional Premises only shall be as set forth on Schedule 1 annexed hereto;

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(ii) The term “Premises Area” as set forth in Section 1.1 of the Lease shall be increased by 13,333 Rentable Square Feet to 43,285 Rentable Square Feet;

(iii) The term “Tenant’s Share” as set forth in Section 7. l(b) of the Lease shall be increased by 0.58% to 1.89%;

(iv) The term “Base Taxes” as set forth in Section 7.1(e) of the Lease with respect to the Second Additional Premises only shall mean an amount equal to the Taxes payable for the Tax Year commencing on July 1, 2008 and ending June 30, 2009;

(v) The term “Comparison Year” as set forth in Section 7.1(f)(i) of the Lease with respect to the Second Additional Premises only shall mean each and every Tax Year commencing with the 2009/2010 Tax Year;

(vi) The term “Basic Capacity” as set forth in Section 10.1(a) of the Lease with respect to the Second Additional Premises only shall mean 1,000 amperes of 460 volt, 3-phase, 4 wire AC electrical capacity dedicated to Tenant for the Second Additional Premises, Tenant hereby agreeing to pay to Landlord, together with Tenant’s execution and delivery of this Second Amendment, a one-time, non-refundable fee of $210,000.00 for the use of the Basic Capacity with respect to the Second Additional Premises;

(vii) With respect to the Second Additional Premises only, the reference to “105%” in the second sentence of Section 10.1(b) of the Lease shall be deemed deleted and replaced with “107%,” Tenant hereby acknowledging that there are one or more submeters serving the Second Additional Premises and that the provisions of Section 10.1 of the Lease with respect to the submeters that serve the Initial Premises shall apply to the submeters that serve the Second Additional Premises;

(viii) In accordance with Section 10.9 of the Lease, as hereby amended, Landlord shall make up to 1,000 amperes of 460-volt emergency electric power service (“14^th Floor EPS”) available to Tenant for use in the Second Additional Premises from the Building Generators. There is installed (x) an automatic transfer switch (the “14^th Floor Transfer Switch”) in the Second Additional Premises sufficient to supply a total connected load of up to 1,000 amperes of 14^th Floor EPS (the “Required 14^th Floor Amperage”) at 460 volts to the Second Additional Premises, and (y) a connection from the Building Generators to the 14^th Floor Transfer Switch. In accordance with Section 10.9(b) of the Lease, as hereby amended, effective from and after the Second Additional Premises Commencement Date Tenant shall pay a fee (the “14^th Floor EPS Fee”), irrespective of whether or not emergency power is ever required or used by Tenant, and shall be payable by Tenant to Landlord as Additional Rent in advance in equal monthly installments on the first day of each month during the Term. The initial 14^th Floor EPS Fee shall be $300.00 per ampere per year for the Required 14^th Floor Amperage. The 14^th Floor EPS Fee shall escalate as of each Reset Date by the sum of (x) the product of (A) the 14^th Floor EPS Fee then in effect for the immediately previous calendar year, multiplied by (B) the CPI Fraction and (y) the then 14^th Floor EPS Fee. At Landlord’s option, Landlord may bill Tenant for the 14^th Floor EPS Fee other than on a monthly basis but in no event more frequently than monthly. Except as expressly provided in this subparaaraph (viii), with respect to the Second Additional Premises only, all references to the “8^th Floor EPS” and

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“8^th Floor EPS Fee” shall be deemed to refer to the “14^th Floor EPS” and “14^th Floor EPS Fee”, as applicable. Notwithstanding anything contained in this subparagraph (viii) to the contrary, Tenant shall have the right by written notice to Landlord delivered pursuant to Article 25 of the Lease (the “14^th Floor EPS Notice”) sent within ninety (90) days following the Second Additional Premises Commencement Date, TIME BEING OF THE ESSENCE, to request that Landlord not make available the 14^th Floor EPS to Tenant for use in the Second Additional Premises from the Building Generators. If Tenant timely and properly sends the 14^th Floor EPS Notice to Landlord, then the provisions of this subparagraph (viii) shall be deemed deleted from this Second Amendment and Landlord shall have no obligation to make the 14^th Floor EPS available to Tenant; and

(ix) The following shall be added to the end of Section 14.6(f) of the Lease: “and further there shall not be more than one (1) subtenant of the Second Additional Premises.”

(b) Sections 2.4, 5.1, 7.1(j)-(n), and 7.3 of the Lease, the second sentence of Section 5.5 of the Lease, clause (ii) of Section 7.1(f) of the Lease, clause (ii) of Section 7.l(g) of the Lease, all references to “Operating Expense” in Article 7 of the Lease, and Exhibits A and C to the Lease shall not be applicable to the Second Additional Premises.

3. INTENTIONALLY OMITTED

4. SECOND SETBACK AREA

(a) There presently exists on the Second Setback Area eight (8) dry cooler units, together with the steel dunnage supporting such units (all of the foregoing, collectively, the “Dry Coolers”), aggregating 130 tons, that service eight (8) air-handling units (collectively, the “CRAC Units”) presently located in the Second Additional Premises (the Dry Coolers and the CRAC Units, and any and all replacements thereof and additions thereto, together with all related the ductwork, fans, blowers, chilling equipment, thermostatic controls, smoke detectors, condensate removal and other facilities, equipment and machinery which now or hereafter exists, being herein referred to as “Tenant’s 14^th Floor HVAC System”). Landlord hereby grants to Tenant for Tenant’s own use and not for resale purposes, a license to use the Second Setback Area for the operation, at Tenant’s sole cost and expense, of the Dry Coolers, subject to the terms and conditions of the Lease, this Second Amendment and all Laws. Landlord hereby advises Tenant that to Landlord’s best knowledge, Landlord has not received any notice that the operation of the Dry Coolers on the Second Setback Area violates any Law; provided, however, that Tenant covenants and agrees that its use of the Second Setback Area shall be at Tenant’s sole risk and that Landlord makes no representations as to (i) whether such use is permitted by Law, or (ii) whether the Second Setback Area is suitable for any such use. Only Tenant’s Authorized Personnel shall be permitted access to the Second Setback Area. Tenant’s Authorized Personnel shall have reasonable access to the Second Setback Area at all times, subject to reasonable Building security and identification procedures and the Building rules and regulations in effect from time to time and subject to any charges imposed by Landlord at Building Standard Rates for access to the setback areas or roof of the Building at times other than during normal business hours on Business Days. Landlord shall have the right at any time during the Term, upon prior written notice to Tenant, to provide and furnish Tenant with space

4

elsewhere in the Building of approximately the same size as the Second Setback Area (the “Substitute Second Setback Area”) and the right to require Tenant to relocate the Second Setback Equipment (as hereinafter defined) located on Second Setback Area to such Substitute Second Setback Area; provided, however, that (x) the relocation of the Second Setback Equipment shall be performed by Landlord, upon not less than one hundred twenty (120) days’ notice to Tenant, at Landlord’s sole cost and expense, (y) Landlord shall effect such relocation in a commercially reasonable manner so as to minimize disruption to the business of Tenant and the other occupants of the Second Additional Premises, and (z) the relocation of the Second Setback Equipment to the Substitute Second Setback Area shall not materially adversely affect the functionality, efficiency or operation of the Second Setback Equipment.

(b) Tenant agrees to accept the Second Setback Area in its “as is” condition on the Second Additional Premises Commencement Date, and that Landlord shall have no obligation to make any alterations, improvements, repairs or decorations to the Second Setback Area or to incur any expense in order to prepare the Second Setback Area for Tenant’s use thereof. Landlord shall not be obligated to supply any services of any kind whatsoever to the Second Setback Area. Subject to the provisions of Article 4 of the Original Lease and to all applicable Laws, at Tenant’s sole cost and expense, Tenant shall install (to the extent not installed on the Second Additional Premises Commencement Date) and maintain sound attenuated acoustic enclosures satisfactory to Landlord and take all other sound reduction measures necessary to eliminate or reduce to levels acceptable to Landlord, in its reasonable judgment, any noise generated by the Tenant’s 14th Floor HVAC System (sometimes herein referred to as the “Second Setback Equipment”). Tenant shall use the Second Setback Area and the Second Setback Equipment so as to not materially interfere with Landlord’s or other tenant’s or occupant’s use of the 14^th Floor Setback, or damage to or interference with the operation of the Building or the Buildings Systems. For purposes hereof, the term “interference” shall mean and include (i) noise or vibration audible or discernible anywhere outside the Second Setback Area, (ii) interference with Landlord’s use of any portion of the 14^th Floor Setback or the operation of any equipment install by Landlord or any other tenant in the Building, or (iii) interference, in any material respect, with the operation of the Building or with the Building Systems. If any of the Second Setback Equipment causes any material interference, then Tenant, at its sole cost and expense, shall take all steps necessary to eliminate such interference. If Tenant fails, within thirty (30) days after notice, to eliminate such interference, Landlord may relocate or remove the Second Setback Equipment causing such interference, and Tenant shall promptly reimburse Landlord for any costs and expenses incurred by Landlord in connection therewith.

(c) The installation or modification of, or additions to, Tenant’s Second Setback Equipment shall constitute an Alteration and shall be performed by Tenant at Tenant’s expense (including any costs and expenses in connection with reinforcing the roof of the Building, if required) in accordance with and subject to the provisions of Article 4 of the Original Lease.

(d) Tenant shall pay a license fee to Landlord for the Second Setback Area, as Additional Rent in advance on the first day of each month during the Term at the rate of [***] per annum ([***] per month) from the Second Additional Premises Commencement Date through the date next preceding the first (1^st) anniversary of the Second

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Additional Premises Commencement Date, and for each one (1) year period (or portion thereof) thereafter, an amount equal to 102% of the prior year’s license fee.

(e) Tenant shall (i) be solely responsible for any damage caused as a result of the use of Tenant’s Second Setback Equipment by Tenant or any Tenant Party, (ii) promptly pay any tax, license, permit or other fees or charges imposed pursuant to any Laws relating to the installation, maintenance or use of Tenant’s Second Setback Equipment, and (iii) promptly and diligently perform all necessary repairs or replacements to, or maintenance of, Tenant’s Second Setback Equipment as hereinbefore provided, provided, however, that if Tenant’s failure after thirty (30) days’ notice from Landlord to so repair, replace or maintain Tenant’s Second Setback Equipment jeopardizes in any way Landlord’s or any other tenant’s property located on the 14^th Floor Setback or within the Building, Landlord may, at Landlord’s option, elect to perform such repairs, replacements or maintenance at Tenant’s expense. Landlord shall give Tenant thirty (30) days’ prior notice of its election to perform such repairs, except in an emergency.

(f) The license granted to Tenant in this Paragraph 4, including, without limitation, the right to use the Dry Coolers, shall (i) not be assignable by Tenant separately from the Lease, but shall be automatically deemed transferred to Tenant’s assignee pursuant to a permitted assignment of the Lease, (ii) not now or at any time after the installation of Tenant’s Second Setback Equipment, be deemed to grant Tenant a. leasehold or other real property interest in the Building or any portion thereof, including the Building’s setbacks, (iii) except as provided in clause “(iv)” below, continue until and automatically terminate and expire upon the expiration or earlier termination of the Lease, and the termination of such license shall be self-operative and no further instrument shall be required to effect such termination, and (iv) automatically terminate and expire upon the earlier of the date that Tenant’s leasehold interest in the Second Additional Premises end, and the date that Landlord or Landlord’s designee sublets from Tenant any portion of the Second Additional Premises.

5. AS IS; DELIVERY OF POSSESSION

(a) Notwithstanding anything contained herein or in the Lease to the contrary, Tenant acknowledges that it has made a full and complete inspection of the Second Additional Premises and is thoroughly familiar with the condition thereof, and agrees to accept possession of the Second Additional Premises on the Second Additional Premises Commencement Date in its then “as is” condition.

(b) Landlord has advised Tenant, and Tenant acknowledges, that as of the date of this Second Amendment, conduits exist connecting the Second Additional Premises to other suites and areas of the Building. To the extent that such conduits are not owned or used by Landlord, another tenant in the Building or other occupant of the Building, Tenant shall have the right to use these existing conduits throughout the term of this Second Amendment and Landlord shall have no obligations, responsibility or liability with respect thereto. Landlord will cooperate with Tenant in developing a schedule of conduits to determine the route and termination points of the conduits servicing the Second Additional Premises.

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(c) All Alterations which may be required or desired by Tenant to equip, decorate and furnish the Second Additional Premises for Tenant’s occupancy shall be done (i) at Tenant’s sole cost and expense, and (ii) in accordance with the applicable provisions of the Lease, including, without limitation, Article 4.

6. 3^RD FLOOR BASIC CAPACITY AND EPS

(a) Pursuant to Paragraph 2(a)(vi) of the First Amendment, Landlord and Tenant agreed that the “Basic Capacity” with respect to the Additional Premises only shall mean 450 amperes of 460 volt, 3-phase, 4 wire. Landlord and Tenant hereby agree to increase the “Basic Capacity” with respect to the Additional Premises only by 150 amperes by, as of the date of this Second Amendment, deleting said Paragraph 2(a)(vi) of the First Amendment, and replacing it with the following:

“(vi) The term “Basic Capacity” as set forth in Section 10.1 (a) of the Lease with respect to the Additional Premises only shall mean 600 amperes of 460 volt, 3-phase, 4 wire AC electrical capacity dedicated to Tenant for the Additional Premises,”

Tenant hereby agreeing to pay to Landlord, together with Tenant’s execution and delivery of this Second Amendment, a one-time, non-refundable fee of $60,000.00 for such increase in the Basic Capacity with respect to the Additional Premises.

(b) Pursuant to Paragraph 2(a)(viii) of the First Amendment, Landlord agreed to make up to 450 amperes of 480-volt emergency electric power service available to Tenant for use in the Additional Premises from the Building Generators (such emergency electric power service being defined therein and herein as the “3^rd Floor EPS”). In accordance with Section 10.9 of the Lease, as hereby amended and as amended by said Paragraph 2(a)(viii) of the First Amendment, from and after the date hereof, Landlord shall make up to an additional 150 amperes of 480-volt emergency electric power service (“Additional 3^rd Floor EPS”) available to Tenant for use in the Additional Premises from the Building Generators. For the purposes of the foregoing, the terms “3^rd Floor EPS” and “Required 3^rd Floor Amperage,” as used in said Paragraph 2(a)(viii) of the First Amendment, shall include the Additional 3^rd Floor EPS, except that from and after the date hereof, the initial “3^rd Floor EPS Fee” in respect of the Additional 3^rd Floor EPS, which shall be payable in accordance with the applicable provisions of said Paragraph 2(a)(viii) of the First Amendment, irrespective of whether or not emergency power is ever required or used by Tenant, shall be the 3^rd Floor EPS Fee as of the date hereof, which 3^rd Floor EPS Fee in respect of the Additional 3^rd Floor EPS shall escalate as set forth in the First Amendment for the escalation of the 3^rd Floor EPS Fee. Tenant acknowledges that Tenant’s right to request Landlord not to make available the 3^rd Floor EPS to Tenant for use in the Additional Premises from the Building Generators has expired and that such right shall not be applicable to the Additional 3^rd Floor EPS.

7. BROKERAGE

Landlord and Tenant covenant, warrant and represent to each other that there was no broker or finder instrumental in consummating this Second Amendment and that

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they have had no conversations or negotiations with any broker or finder except Taconic Management Company LLC and CB Richard Ellis, Inc. (collectively, the “Broker”) concerning this Second Amendment or the renting of the Second Additional Premises to Tenant. Landlord and Tenant agree to indemnify and hold each other harmless from and against any claims for a brokerage, finder’s or other commission or fee arising out of any conversations or negotiations had by the indemnifying party with any broker or finder other than the Broker with respect to this Second Amendment or the renting of the Second Additional Premises to Tenant. Landlord agrees to pay any fee or commission owing to the Broker pursuant to separate agreements made by Landlord and the Broker.

8. MISCELLANEOUS

(a) Except as otherwise provided herein, all of the terms, covenants, conditions and provisions of the Lease shall remain and continue unmodified, in full force and effect and binding upon the parties hereto, their heirs, administrators, executors and their permitted assigns.

(b) This Second Amendment sets forth the entire agreement between the parties regarding the letting of the Second Additional Premises to Tenant, superseding all prior agreements and understandings, written and oral, regarding the letting of the Second Additional Premises to Tenant, and may not be altered or modified except by a writing signed by both parties.

(c) Landlord and Tenant each represent and warrant to the other that it has not relied upon any representation or warranty, express or implied, in entering into this Second Amendment, except those which are set forth herein.

(d) This Second Amendment shall be governed by and construed in accordance with the laws of the State of New York.

(e) The covenants and agreements herein contained shall bind and inure to the benefit of Landlord, its successors and assigns, and Tenant, its successors and assigns. If any of the provisions of this Second Amendment, or its application to any situation, shall be invalid or unenforceable to any extent, the remainder of this Second Amendment, or the application thereof to situations other than that as to which it is invalid or unenforceable, shall not be affected thereby, and every provision of this Second Amendment shall be valid and enforceable to the fullest extent permitted by law.

(f) The captions of this Second Amendment are for convenience and reference only and in no way define, limit or describe the scope or intent of this Second Amendment.

(g) Submission by Landlord of the within Second Amendment for execution by Tenant shall confer no rights nor impose any obligation on Landlord unless and until both Landlord and Tenant shall have executed this Second Amendment and duplicate originals thereof shall have been delivered by Landlord and Tenant to each other.

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(h) The Statement of Facts first set forth in this Second Amendment and the exhibit and schedule attached hereto are incorporated into this Second Amendment and are, and shall for all purposes be deemed to be, a part of this Second Amendment.

(i) This Second Amendment may be executed in one or more original counterparts, all of which shall constitute the same document.

[signatures follow on next page]

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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Second Amendment as of the day and year first above written.

LANDLORD:	111 CHELSEA COMMERCE LP
	By:	Taconic GP Chelsea Holdings LLC, its General Partner
		By:	/s/    PAUL E. PARISER
			Paul E. Pariser, Co-President
TENANT:	TELX – NEW YORK 111 8TH, LLC
	By:	/s/    J. TODD RAYMOND
		Name: J. Todd Raymond Title: President

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CONSENT OF GUARANTOR

THE TELX GROUP, INC. (“Guarantor”), as guarantor of Tenant’s obligations under the Lease pursuant to that Agreement and Guaranty dated as of March 15, 2007 (the “Guaranty”), as confirmed by Guarantor pursuant to the Consent of Guarantor attached to the First Amendment, hereby (a) consents to the execution and delivery of this Second Amendment by Tenant, (b) agrees that the obligations of Guarantor under and pursuant to the Guaranty, as so confirmed, shall otherwise remain unmodified and (c) confirms that the Guaranty is in full force and effect as to the Original Lease, the First Amendment and this Second Amendment.

GUARANTOR:
THE TELX GROUP, INC.
By:	/S/    CHRIS DOWNIE
	Name: Chris Downie Title:

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SCHEDULE 1

SECOND ADDITIONAL PREMISES FIXED RENT

(i) [***] per annum ([***] per month) from January 1, 2009 through December 31, 2009, both dates inclusive;

(ii) [***] per annum ([***] per month) from January 1, 2010 through December 31, 2010, both dates inclusive;

(iii) [***] per annum ([***] per month) from January 1, 2011 through December 31, 2011, both dates inclusive;

(iv) [***] per annum ([***] per month) from January 1, 2012 through December 31, 2012, both dates inclusive;

(v) [***] per annum ([***] per month) from January 1, 2013 through December 31, 2013, both dates inclusive;

(vi) [***] per annum ([***] per month) from January 1, 2014 through December 31, 2014, both dates inclusive;

(vii) [***] per annum ([***] per month) from January 1, 2015 through December 31, 2015, both dates inclusive;

(viii) [***] per annum ([***] per month) from January 1, 2016 through December 31, 2016, both dates inclusive;

(ix) [***] per annum ([***] per month) from January 1, 2017 through December 31, 2017, both dates inclusive;

(x) [***] per annum ([***] per month) from January 1, 2018 through December 31, 2018, both dates inclusive;

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(xi) [***] per annum ([***] per month) from January 1, 2019 through December 31, 2019, both dates inclusive;

(xii) [***] per annum ([***] per month) from January 1, 2020 through December 31, 2020, both dates inclusive;

(xiii) [***] per annum ([***] per month) from January 1, 2021 through December 31, 2021, both dates inclusive; and

(xiv) [***] per annum ([***] per month) from January 1,2022 through the Expiration Date, both dates inclusive.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EX-10.17

Exhibit 10.17

MEET-ME ROOM MANAGEMENT AGREEMENT

THIS MEET-ME ROOM MANAGEMENT AGREEMENT (this “Agreement”) is made and entered into as of the 1^st day of December, 2007, by and between DIGITAL REALTY TRUST, L.P., a Delaware limited partnership (“DLR”) and the Affiliates of DLR listed on the signature page of this Agreement (each, a “DLR Affiliate” and collectively, the “DLR Affiliates”; DLR and the DLR Affiliates are hereinafter referred to individually as a “DLR Party” and collectively as the “DLR Parties”), and The tel^x Group, Inc., a Delaware corporation (“tel^x”) and the Affiliates of tel^x listed on the signature page of this Agreement (each, a “tel^x Affiliate” and collectively, the “tel^x Affiliates”; tel^x and the tel^x Affiliates are hereinafter referred to individually as a “tel^x Party” and collectively as the “tel^x Parties”).

W I T N E S S E T H:

A. Each DLR Affiliate is the owner of a building described in Exhibit “A” attached hereto (each, a “MMR Building” and collectively, the “MMR Buildings”).

B. The DLR Affiliates and the tel^x Affiliates have each entered into a MMR Lease described in Exhibit “B” attached hereto, covering the entire meet me room premises (each, a “Meet- Me Room”) in each MMR Building more particularly described therein.

C. The DLR Parties and the tel^x Parties desire to set forth their agreement with respect to the appointment of the tel^x Affiliates as agent for the DLR Affiliates for certain Meet-Me Room management services to be provided to the Retained MMR Tenants and other matters more particularly described herein.

D. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the MMR Leases.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the DLR Parties and the tel^x Parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1: APPOINTMENT, TERM AND AUTHORITY

1.1 Appointment. Commencing on December 1, 2007 (“Management Commencement Date”), each tel ^x Affiliate shall provide Meet-Me Room management services (the “MMR Management Services”) to the Retained MMR Tenants listed by location on Exhibit “C” attached hereto to the extent provided in this Agreement. The MMR Management Services shall be comprised of (i) billing and collecting rent, fees and other charges payable to the DLR Landlord for space in the Meet-Me Room pursuant to the Retained MMR Tenants’ leases, and (ii) enforcement of Meet-Me

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Room rules and regulations (the “Meet-Me Room Rules & Regulations”) approved by the DLR Landlord and attached hereto as Exhibit “D”. As soon as practicable after the execution and delivery of this Agreement by the parties, the DLR Affiliate and the tel^x Affiliate shall send a joint notice letter, a copy of which is attached hereto as Exhibit “E” (the “Notice Letter”) to all Retained MMR Tenants designating the telx Affiliate as the DLR Affiliate’s agent for the purpose of providing the MMR Management Services to the Retained MMR Tenants. The Notice Letter shall direct the Retained MMR Tenants to henceforth send all payments of rent and other payments due the DLR Affiliate for space in the Meet-Me Room pursuant to the Retained MMR Tenants’ leases (“MMR Tenant Payments”) to the tel^x Affiliate. On or before the twentieth (20^th) day of each calendar month during the Term of this Agreement, the tel^x Affiliate shall provide the DLR Affiliate with a report (the “Monthly Report”) of all MMR Tenant Payments received for the prior calendar month. The Monthly Report shall set forth in separate categories (1) the MMR Tenant Payments payable by each Retained MMR Tenant pursuant to the terms of the Retained MMR Tenant’s lease, (2) the amounts collected from each Retained MMR Tenant (the “Collected MMR Tenant Payments”), and (3) if a Collected MMR Tenant Payment includes an amount payable for space within the Meet-Me Room (the “MMR Rent”) and an amount payable for space and other rights outside the Meet-Me Room (the “Non-MMR Rent”), the Collected MMR Tenant Payment shall reflect the portion which is MMR Rent and the portion which is Non-MMR Rent. For example, if a Retained MMR Tenant leases a cabinet in the Meet-Me Room at a monthly rental of $300.00 and leases space outside the Meet-Me Room at a monthly rental of $1,000.00 and the MMR Tenant Payment from such Retained MMR Tenant is $1,300.00, the Monthly Report will reflect a Collected MMR Tenant Payment of $1,300.00 with $300.00 as MMR Rent and $1,000.00 as Non-MMR Rent. All Non-MMR Rent shall be paid to the DLR Affiliate along with the delivery of the Monthly Report. All MMR Rent shall be retained by the tel^x Affiliate. Notwithstanding anything in the MMR Leases to the contrary, the telx Affiliates shall not receive a credit against Base Rent and Percentage Rent for the MMR Rent paid to the tel^x Affiliates pursuant to this Agreement.

1.2 Term. The term (“Term”) of this Agreement shall commence on the Management Commencement Date and shall expire with respect to each MMR Building on the earlier date (the “Expiration Date”) to occur of (i) the date the MMR Lease expires or terminates, (ii) the date the tel^x Affiliate’s right to possess its Tenant Space is terminated pursuant to its MMR Lease, or (iii) the date the last Retained MMR Lease is transferred to the telx Affiliate, expires or otherwise is terminated, unless this Agreement is terminated earlier as provided herein or at law.

1.3 Termination. This Agreement as it relates to a MMR Building may be terminated by the DLR Affiliate or the tel ^x Affiliate at any time during the Term hereof without cause upon written notice to the other party effective on the date specified in such notice, but not less than ninety (90) days after the date of such notice, except if the DLR Affiliate shall sell or transfer, directly or indirectly, its interest in the MMR Building, in which event the effective date of termination shall be the closing date of such sale or transfer of the MMR Building regardless of the date of delivery of such notice. Upon an event of default by a party which is not cured within ten (10) business days following delivery of written notice of such default to the defaulting party, this Agreement as it relates to the applicable MMR Building may be terminated by the non-defaulting party. In the event of termination, the tel^x Affiliate shall effect an immediate and orderly transfer of the management of the Retained MMR Tenants to the DLR Affiliate or to an agent designated by the DLR Affiliate or to the new owner of the MMR Building, as the case may be, prior to the effective date of such termination.

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On the effective date of a termination or expiration of this Agreement, the tel^x Affiliate shall promptly deliver to the DLR Affiliate, any and all MMR Tenant Payments held by the tel^x Affiliate with respect to the MMR Building. The tel^x Affiliate shall also deliver to the DLR Affiliate any MMR Tenant Payments received by the tel^x Affiliate after the date of termination or expiration. The tel^x Affiliate shall deliver to the DLR Affiliate a final accounting (prepared in accordance with the provisions of this Agreement) up to and including the effective date of the termination or expiration within thirty (30) days after such effective date of termination or expiration. No further services shall be performed by the tel^x Affiliate under this Agreement after the effective date of a termination or expiration, except that the tel^x Affiliate shall cooperate to accomplish an orderly transfer of the management of the Retained MMR Tenants to the DLR Affiliate or to any entity designated by the DLR Affiliate. The foregoing terms shall survive the expiration or earlier termination of this Agreement. If either party terminates this Agreement pursuant to an event of default by the other party, the party so terminating may exercise any and all remedies available at law or in equity for breach of contract, unless and to the extent expressly limited herein.

1.4 Limitation of Authority. Notwithstanding any provision of this Agreement to the contrary, no tel^x Party shall without the prior written approval of a DLR Party institute or defend lawsuits or other legal or arbitration or mediation proceedings on behalf of any DLR Party without such DLR Party’s written approval.

ARTICLE 2: ACCOUNTING AND FINANCIAL MATTERS

2.1 Books and Records. The tel^x Affiliate shall keep for the DLR Affiliate and make available for review at the MMR Building upon reasonable prior written notice, account books and records related to the MMR Tenant Payments pursuant to commercially reasonable methods and systems and in a reasonable form to permit the DLR Affiliate to confirm the accuracy of the Monthly Reports. The DLR Affiliate shall have the right, within eighteen (18) months after receiving an accounting from the tel^x Affiliate, to audit the tel^x Affiliate’s books and records relating to such accounting. Such audit shall be conducted only during regular business hours of the tel^x Affiliate at the applicable MMR Building and only after the DLR Affiliate gives the tel^x Affiliate five (5) business days written notice. Upon the effective date of expiration or termination of this Agreement, all such books and records shall be promptly turned over to the DLR Affiliate.

ARTICLES 3: COMPENSATION

3.1 Management Fee. In consideration for all services to be provided by a tel^x Affiliate under this Agreement, the tel^x Affiliate shall be paid a management fee (the “Management Fee”) in the amount of one percent (1%) of the MMR Rent actually collected by the tel^x Affiliate. The Management Fee shall be payable monthly, one month in arrears (based upon the MMR Rent collections for the preceding calendar month).

ARTICLE 4: INDEMNIFICATION

4.1 Indemnification. The tel^x Parties shall indemnify, defend and hold the DLR Parties harmless from and against Claims asserted by Retained MMR Tenants resulting from, incidental to, or in connection with the tel^x Affiliates’ management or enforcement of the Retained MMR Leases. The

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DLR Parties shall indemnify, defend and hold the tel^x Parties harmless from and against Claims asserted by Retained MMR Tenants resulting from, incidental to, or in connection with the DLR’s Parties’ negligence or willful misconduct in the performance of its obligations under this Agreement.

ARTICLES 5: NOTICES

5.1 Any notice which may or shall be given under the provisions of this Agreement shall be in writing and may be delivered by (i) by hand delivery or personal service, (ii) by a reputable overnight courier service which provides evidence of delivery, or (iii) by telecopy (so long as a confirming copy is forwarded by a reputable overnight courier service within twenty-four (24) hours thereafter), if for a DLR Party, to:

Digital Realty Trust, L.P.

2323 Bryan Street

Suite 2350

Dallas, TX 75201

Attn: Glenn Benoist

Fax No. (214)231-1345

or if for a tel^x Party, to:

The tel^x Group, Inc.

1 State Street

12^th Floor

New York, New York 10004

Attention: J. Todd Raymond

Fax No. (212)480-8384

or at such other addresses as either party may have theretofore specified by written notice delivered in accordance herewith. Such address may be changed from time to time by either party by giving notice as provided herein. Notice shall be deemed given, (a) when delivered (if delivered by hand or personal service), (b) if sent by a reputable overnight courier service, on the business day immediately following the business day on which it was sent, or (c) the date the telecopy is transmitted.

5.2 A copy of any notice a tel^x Party may give to a Retained MMR Tenant regarding a default by the Retained MMR Tenant shall be simultaneously sent to DLR in accordance with Section 5.1 above with an additional copy sent to:

Stutzman, Bromberg, Esserman & Plifka

2323 Bryan Street, Suite 2200

Dallas, Texas 75201

Attention: Van J. Hooker

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ARTICLE 6: GENERAL

6.1 This Agreement may not be assigned by the tel^x Parties nor shall the tel^x Parties delegate any of their duties hereunder without the DLR Parties’ prior written consent.

6.2 If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

6.3 If any tel^x Party or DLR Party initiates any litigation, mediation, arbitration or other proceeding regarding the enforcement, construction or interpretation of this Agreement, then the non-prevailing party shall pay the prevailing party’s attorneys’ fees and costs (including, without limitation, all expense reimbursements, expert witness fees and litigation costs).

6.4 IN ORDER TO LIMIT THE COST OF RESOLVING ANY DISPUTES BETWEEN THE PARTIES, AND AS A MATERIAL INDUCEMENT TO EACH PARTY TO ENTER INTO THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO EXPRESSLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF, IN CONNECTION WITH, OR IN ANY MANNER RELATED TO THIS AGREEMENT IN WHICH ANY DLR PARTY AND ANY TEL^X PARTY ARE ADVERSE PARTIES. THE FILING OF A CROSS-COMPLAINT BY ONE AGAINST THE OTHER IS SUFFICIENT TO MAKE THE PARTIES “ADVERSE.”

6.5 The headings of the Articles and Sections of this Agreement are for convenience only and do not define, limit or construe the contents thereof. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. Each of the parties hereto acknowledges that it has read and reviewed this Agreement and that it has had the opportunity to confer with counsel in the negotiation of this Agreement. Accordingly, this Agreement shall be construed neither for nor against party hereto, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. In all instances where any party is required to pay any sum or do any act at a particular indicated time or within an indicated period, it is understood that time is of the essence. Any obligations of any party accruing prior to the expiration of this Agreement shall survive the termination of this Agreement, and such party shall promptly perform all such obligations whether or not this Agreement has expired.

6.6 This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles.

6.7 This Agreement, along with any exhibits and attachments or other documents referred to herein, all of which are hereby incorporated into this Agreement by this reference, constitutes the entire and exclusive agreement between the parties hereto relating to the subject matter hereof, and each of the aforementioned documents may be altered, amended or revoked only by an instrument in writing signed by the party to be charged thereby. All prior or contemporaneous oral agreements, understandings and/or practices relative to the subject matter hereof are merged herein or revoked hereby.

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6.8 The persons executing this Agreement on behalf of each party hereto represent to each other party hereto that they are duly authorized to execute and deliver this Agreement pursuant to their respective by-laws, operating agreement, resolution or other legally sufficient authority. Further, each party hereto and the persons executing this Agreement on their behalf represent to each other party hereto that (i) if it is a partnership, the undersigned are all of its general partners, (ii) it has been validly formed or incorporated, (iii) it is duly qualified to do business in the state in which its MMR Premises is located, and (iv) this Agreement is being executed on its behalf and for its benefit.

6.9 Except as otherwise provided in this Agreement, all of the covenants, conditions and provisions of this Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives and permitted successors and assigns.

6.10 No other entity other than the DLR Parties and the tel^x Parties is or shall be entitled to bring any action to enforce any provision of this Agreement. The provisions of this Agreement are solely for the benefit of and shall be enforceable only by the DLR Parties and the tel^x Parties and their respective successors and assigns as permitted hereunder.

6.11 This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. Each party hereto agrees that the delivery of an executed copy of this Agreement by facsimile shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Agreement had been delivered.

6.12 Each party hereto agrees that (i) the terms and provisions of this Agreement are confidential and constitute proprietary information of the parties hereto and (ii) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose any term or provision of this Agreement to any other person without first obtaining the prior written consent of the other party, except that each party shall have the right to disclose such information for valid business, legal and accounting purposes.

6.13 All of the terms and conditions of all of the Exhibits to this Agreement are hereby incorporated into this Agreement.

[Signatures on following page]

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IN WITNESS WHEREOF, the tel^x Parties and the DLR Parties have executed this agreement as of the date first above written.

The telx Group, Inc., a Delaware corporation
By:	/S/    CHRISTOPHER DOWNIE
Name:	Christopher Downie
Title:	Chief Financial Officer
telx – San Francisco, LLC, a Delaware limited liability company
By:	/s/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President
telx – Chicago Lakeside, LLC, a Delaware limited liability company
By:	/s/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President
telx – Los Angeles, LLC, a Delaware limited liability company
By:	/s/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President

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telx – Dallas, LLC, a Delaware limited liability company
By:	/s/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President
telx – Charlotte, LLC, a Delaware limited liability company
By:	/s/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President
telx – Santa Clara, LLC, a Delaware limited liability company
By:	/s/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President
telx – Weehawken, LLC, a Delaware limited liability company
By:	/s/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President
telx – Phoenix, LLC, a Delaware limited liability company
By:	/s/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President

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DIGITAL REALTY, L.P.,
a Maryland limited partnership
By:	Digital Realty, Inc., a Maryland corporation, its general partner
	By:/s/ Glenn H. Benoist, Sr.
	Name:	Glenn H. Benoist, Sr.
	Its:	Vice President
200 PAUL, LLC, a Delaware limited liability company
By:	200 Paul Holding Company, LLC,
	a Delaware limited liability company, Its Member and Manager

By:	Digital Realty Trust, L.P.,
	a Maryland limited partnership, its Member and Manager

By: Digital Realty Trust, Inc., a Maryland corporation, its General Partner

By:/s/ Glenn H. Benoist, Sr.

Name: Glenn H. Benoist, Sr.

Its: Vice President

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DIGITAL LAKESIDE, LLC, a Delaware limited liability company
By:	Digital Lakeside Holding Company, LLC, a Delaware limited liability company Its Member and Manager

By:   Digital Realty Trust, L.P., a Maryland limited partnership, Its Member and Manager

    By: Digital Realty, Inc., a Maryland corporation, Its General partner

By:	/s/ Glenn H. Benoist, Sr.
Name:	Glenn H. Benoist, Sr.
Its:	Vice President

GIP 7TH STREET, LLC, a Delaware limited liability company
By:	GIP 7th Street Holding Company, LLC, a Delaware limited liability company, Its Member and Manager

By: Digital Realty Trust, L.P., a Maryland limited partnership, Its Member and Manager

By: Digital Realty Trust, Inc., a Maryland corporation, Its General Partner

By:	/s/ Glenn H. Benoist, Sr.
Name:	Glenn H. Benoist, Sr.
Its:	Vice President

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DIGITAL – BRYAN STREET PARTNERSHIP, L.P.,
a Texas limited partnership
By:	DRT – Bryan Street, LLC, a Delaware limited liability company, its general partner

By:     Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager

By:     Digital Realty Trust, Inc., a Maryland corporation, Its General Partner

By:	/s/ Glenn H. Benoist, Sr.
Name:	Glenn H. Benoist, Sr.
Its:	Vice President

DIGITAL 113 N. MYERS, LLC,
a Delaware limited liability company
By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager

By:     Digital Realty Trust, Inc.,
a Maryland corporation,
its General Partner

By:	/s/ Glenn H. Benoist, Sr.
Name:	Glenn H. Benoist, Sr.
Its:	Vice President

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1100 SPACE PARK LLC,
a Delaware limited liability company
By:	1100 Space Park Holding Company, LLC, a Delaware limited liability company, its Sole Member

By: Digital Realty Trust, L.P.,
a Maryland limited partnership,
its Sole Member

By: Digital Realty Trust, Inc.,
a Maryland corporation,
its General Partner

By:	/s/ Glenn H. Benoist, Sr.
Name:	Glenn H. Benoist, Sr.
Its:	Vice President

GLOBAL WEEHAWKEN ACQUISITION COMPANY, LLC,
a Delaware limited liability company
By:	Global Weehawken Holding Company, LLC, a Delaware limited liability company, its Sole Member

By: Digital Realty Trust, L.P.,
a Maryland limited partnership,
its Member and Manager

By: Digital Realty Trust, Inc.,
a Maryland corporation,
Its General Partner

By:	/s/ Glenn H. Benoist, Sr.
Name:	Glenn H. Benoist, Sr.
Its:	Vice President

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DIGITAL PHOENIX VAN BUREN, LLC,
a Delaware limited liability company
By:	Digital Realty Trust, L.P., a Maryland limited partnership, its sole Member and Manager

By:     Digital Realty Trust, Inc.,
a Maryland corporation,
Its General Partner

By:	/s/ Glenn H. Benoist, Sr.
Name:	Glenn H. Benoist, Sr.
Its:	Vice President

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EX-10.18

Exhibit 10.18

Confidential Treatment Requested by The Telx Group, Inc.

OPERATING AGREEMENT

by and between

DIGITAL REALTY TRUST, L.P.,

a Delaware limited partnership,

and the DLR AFFILIATES (as hereinafter defined)

and

The tel^x Group, Inc.,

a Delaware corporation,

and the tel^x Affiliates (as hereinafter defined)

Dated as of December 1, 2006

TABLE OF CONTENTS

		Page
ARTICLE I	Joint Sales and Marketing Efforts	1
ARTICLE II	Designated Representatives	2
ARTICLE III	Assignment	3
ARTICLE IV	Future MMR Buildings	4
ARTICLE V	Dispute Resolution Procedures	5
ARTICLE VI	Alterations	6
ARTICLE VII	General	7

-i-

Exhibits:
Exhibit “A”	MMR Buildings
Exhibit “B”	MMR Leases
Exhibit “C”	Definitions
Exhibit “D”	Prospective MMR Buildings
Exhibit “E”	Dispute Resolution Procedures
Exhibit “F”	Form of MMR Alteration Workletter
Exhibit “G”	Form of Amendment to MMR Lease

-ii-

OPERATING AGREEMENT

THIS OPERATING AGREEMENT (this “Agreement”) is made as of December 1, 2006, by and between DIGITAL REALTY TRUST, L.P., a Delaware limited partnership (“DLR”) and the Affiliates of DLR listed on the signature page of this Agreement (each, a “DLR Affiliate” and collectively, the “DLR Affiliates”; DLR and the DLR Affiliates are hereinafter referred to individually as a “DLR Party” and collectively as the “DLR Parties”), and The tel^x Group, Inc., a Delaware corporation (“tel^x”) and the Affiliates of tel^x listed on the signature page of this Agreement (each, a “tel^x Affiliate” and collectively, the “tel^x Affiliates”; tel^x and the tel^x Affiliates are hereinafter referred to individually as a “tel^x Party” and collectively as the “tel^xParties”).

WITNESSETH:

A. Each DLR Affiliate is the owner of a building described in Exhibit “A” attached hereto (each, a “MMR Building” and collectively, the “MMR Buildings”).

B. Contemporaneously with the execution of this Agreement, a DLR Affiliate and a tel^x Affiliate is entering into a Meet-Me Room Lease Agreement (each, a “MMR Lease” and collectively, the “MMR Leases”) described in Exhibit “B” attached hereto, covering the entire meet-me premises in each MMR Building more particularly described therein.

C. The DLR Parties and the tel^x Parties desire to set forth their agreements with respect to joint sales and marketing efforts, transfers of interests in the MMR Leases and/or the MMR Buildings and other matters more particularly described herein.

D. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Exhibit “C” attached hereto.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the DLR Parties and the tel^x Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

Joint Sales and Marketing Efforts

Section 1.01 Each tel^x Party will have the right to contact all existing and future tenants within any MMR Building to solicit customers for MMR Services. The DLR Parties will provide the tel^x Parties with contact information for such tenants, introductions to such tenants, will use commercially reasonable efforts to facilitate meetings with such tenants, and will, at the request of a tel^x Party, participate in such meetings.

Section 1.02 The DLR Parties and the tel^x Parties will each promote and encourage the success of the other. Each DLR Party and each tel^x Party will act in a commercially reasonable manner in dealing with any current or prospective user which requires both MMR Services and other space within a MMR Building. [***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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[***]

Section 1.03 The DLR Parties agree to use commercially reasonable efforts to describe MMR Services provided by the tel^x Parties in any written and electronic collateral marketing materials used by the DLR Parties for marketing of premises within MMR Buildings. The DLR Parties will include a description of MMR Services provided by the tel^x Parties in MMR Buildings on the website for each MMR Building. Subject to any contractual prohibitions or restrictions applicable to the DLR Parties as of September 20, 2006, the tel^x Parties will have the right, with the prior written consent of DLR, which consent shall not be unreasonably withheld, conditioned or delayed, to the usage of the company names, logos, service marks, building addresses and other related trademarks of the DLR Parties for the marketing of MMR Premises within MMR Buildings. The DLR Parties agree to provide available space within MMR Buildings free of charge for meet-me-room events sponsored by the tel^x Parties; provided, however, the tel^x Parties shall be solely responsible for the cost of organizing and holding such meet-me-room events. Each DLR Affiliate shall provide its respective tel^x Affiliate with building standard signage for each MMR Building. The DLR Parties and the tel^x Parties will discuss, and give due consideration to the suggestions of the other, with respect to co-branding and co-marketing strategies of premises within MMR Buildings.

Section 1.04 The tel^x Parties agree to use commercially reasonable efforts to describe turn-key datacenter and other non-MMR Services provided by the DLR Parties in any written collateral marketing materials used by the tel^x Parties for marketing of premises within MMR Buildings. The tel^x Parties will include a description of turn-key datacenter services provided by the DLR Parties in MMR Buildings on its website for each MMR Building. Subject to any contractual prohibitions or restrictions applicable to the tel^x Parties on the date hereof, the DLR Parties will have the right, with the prior written consent of tel^x, to use company names, logos, service marks, building addresses and other related trademarks of the tel^x Parties for the marketing of turn-key datacenter premises within MMR Buildings.

ARTICLE II

Designated Representatives

Section 2.01 Each tel^x Party hereby designates J. Todd Raymond as its designated representative as a point of contact to manage the national relationship between the tel^x Parties and the DLR Parties. All notices desired or required to be given to any DLR Party pursuant to this Agreement shall be directed to such designated representative. Such designated representative is empowered to act on behalf of the tel^x Parties and the DLR Parties may rely upon the action of such designated representative as being authorized by and binding upon the tel^x Parties. At any time that Todd Raymond is unavailable, Eric Harrison and Alexander Fraser are hereby designated by the tel^x Parties to be their alternate designated representatives. In such event, either such designated representative is empowered to act on behalf of the tel^x Parties and the DLR Parties may rely upon the action of such designated representative as being authorized by and binding upon the tel^x Parties. Such designated representatives may be changed from time to time by the tel^x Parties by written notice signed by persons or entities purporting to be an authorized representative of the tel^x Parties.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Section 2.02 Each DLR Party hereby designates Christopher J. Crosby and James R. Trout as its designated representatives as a point of contact to manage the national relationship between the tel^x Parties and the DLR Parties. All notices desired or required to be given to any tel^x Party pursuant to this Agreement shall be directed to such designated representatives. Either such designated representative is empowered to act on behalf of the DLR Parties and the tel^x Parties may rely upon the action of such designated representative as being authorized by and binding upon the DLR Parties. At any time that either Christopher J. Crosby or James R. Trout is unavailable, Michael F. Foust is hereby designated by the DLR Parties to be its alternate designated representative. In such event, either such designated representative is empowered to act on behalf of the DLR Parties and the tel^x Parties may rely upon the action of such designated representative as being authorized by and binding upon the DLR Parties. Such designated representatives may be changed from time to time by the DLR Parties by written notice signed by persons or entities purporting to be an authorized representative of the DLR Parties.

ARTICLE III

Assignment

Section 3.01 Notwithstanding anything to the contrary in this Agreement, any or all of the tel^x Parties may, without the consent of the DLR Parties, assign its interests in this Agreement to (i) an Affiliate of the tel^x Parent, or (ii) any assignee in the business of providing MMR Services which acquires all or substantially all of the business of tel^x Parent whether by stock purchase, asset purchase or other transfer, (iii) any public offering of the securities of tel^x Parent, (iv) any merger or combination of tel^x Parent and any other tel^x Party or (v) any assignee of an MMR Lease from a tel^x Party if a DLR Party has consented to such assignment under the applicable MMR Lease (each, a “Permitted Transfer”). For purposes of the foregoing, a sale of those assets of tel^x Parent and the other tel^x Parties that generate ninety percent (90%) or more of the aggregate gross revenues of tel^x Parent and the other tel ^x Parties for the last full tel^x Parent fiscal year prior to any such sale shall be deemed to constitute a sale of “substantially all” of the assets of tel^x Parent and the other tel^x Parties. In the event the tel^x Parties assign their rights and interest in and to this Agreement, directly or indirectly, to an assignee under clause (ii) above, and the parent entity, if any, of such assignee (or another creditworthy entity, which may be the assignee if such assignee has no parent entity, reasonably satisfactory to the DLR Parties) assumes the obligations of tel^x Parent and the other tel^x Parties in writing by an assumption agreement in form reasonably satisfactory to the DLR Parties, tel^x Parent and the other tel^x Parties shall be released from liability thereafter accruing under this Agreement.

Section 3.02 In the event of the sale of a MMR Building by any DLR Party, the transferee shall have no rights or obligations under this Agreement, and, as to such MMR Building, the DLR Parties shall be released from liability thereafter accruing under this Agreement.

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ARTICLE IV

Future MMR Buildings

Section 4.01 If any DLR Party (or any Affiliate thereof) acquires a controlling interest in an MMR Building or converts an existing building owned by any DLR Party (or an Affiliate thereof) to a MMR Building within twenty-four (24) months from the date hereof, the tel^x Parties will have an option, subject to the existing contractual rights of tenants of such building at the time such DLR Party acquires or converts such building, for a period of sixty (60) days following its receipt of written notice (a “DLR Option Exercise Notice”) from such DLR Party of such acquisition or conversion to enter into a MMR Lease covering the MMR Premises in such building on substantially the same terms as set forth in the existing MMR Leases for expansion space, and otherwise substantially on the same terms and conditions as the MMR Lease between Digital-Bryan Street Partnership, L.P. and tel^x –Dallas, LLC for 2323 Bryan Street, Dallas, Texas, except the term of such new MMR Lease shall be coterminus with the existing MMR Leases, including extension options. The DLR Parties and the tel^x Parties shall negotiate such MMR Lease, and any deviations therefrom, in good faith. If any tel^x Party exercises its option to enter into a new MMR Lease hereunder, the DLR Parties (and applicable Affiliates thereof) will directly involve the tel^x Parties in determining the scope of, and integration process for, any existing and new MMR Services to be provided in such building and in determining the location, area and conditioning of the proposed MMR Premises within such building, and will give due consideration to suggestions made by the tel^x Parties; however, the DLR Parties, in their sole discretion, will make all such final determinations. Further, the DLR Parties (and Affiliates thereof) shall consider in good faith the construction or placement of new MMR Premises in other facilities owned by such DLR Parties where the construction of a meet-me room is commercially feasible (e.g., St. Louis and Seattle). The DLR Parties (and Affiliates thereof) will not permit a meet-me room or premises primarily providing MMR Services to be established in an MMR Building without first offering a new MMR Lease to the tel^x Parties in accordance with the provisions of this Article. Further, if a DLR Affiliate (and any Affiliate thereof) converts an existing building to an MMR Building, DLR shall not lease space in such MMR Building to parties using or consuming MMR Services until the period for the tel^x Parties to exercise their option under this Article V with respect to such MMR Building has expired. Notwithstanding the foregoing, if within twenty-four (24) months from the date hereof, any DLR Party enters into a purchase and sale agreement to acquire a controlling interest in any of the potential MMR Buildings set forth on Exhibit “D” attached hereto, such DLR Party may provide written notice of its desire to have the tel^x Parties accelerate its election of whether to exercise its option to enter into a MMR Lease hereunder, in which event the tel^x Parties shall have fifteen (15) business days after delivery of such notice from such DLR Party to elect whether to exercise its option to enter into a MMR Lease as provided hereunder.

Section 4.02 The applicable DLR Party (or Affiliate thereof) shall give tel^x Parent written notice when a DLR Party has obtained due diligence materials regarding an MMR Building that a DLR Party may acquire. If requested by the tel^x Parties, whether before or after a DLR Party’s acquisition of an MMR Building, until the period for the tel^x Parties to exercise their option under Section 4.01 with respect to such MMR Building has expired (and, if a tel ^x Party exercises the option described in Section 4.01, for a reasonable period of time following such exercise), the DLR Parties (and Affiliates thereof) shall make available to the tel^x Parties for

4

inspection and copying during normal business hours the building materials required to evaluate such potential new MMR Lease (including without limitation specifications regarding building structure and systems, the size location and demising of the proposed new MMR Premises, the condition of any existing improvements in the building and proposed new MMR Premises, rent rolls and copies of leases of existing tenants or the building and proposed new MMR Premises and any then existing or planned interconnections and peering between building tenants and users in existence on the date of such proposal to the extent known to the DLR Parties). At reasonable times and upon prior written notice to a DLR Party, the tel^x Parties shall have the right to access and perform non-invasive inspections of MMR Buildings, whether before or after their acquisition by a DLR Party, until the period for the tel^x Parties to exercise their option under Section 4.01 with respect to such MMR Building has expired (and, if a tel ^x Party exercises the option described in Section 4.01, for a reasonable period of time following such exercise). Before estoppel certificates are submitted by a DLR Party to tenants and users of MMR Services, such DLR Party shall give written notice to the tel^x Parties and, if requested by a tel^x Party within five (5) days following receipt of such written notice, the DLR Parties (and Affiliates thereof) shall cause such tenants and users of MMR Services in an MMR Building submitting estoppel certificates to DLR to include the tel^x Party designated by tel^x Parent as one of the parties that may rely on the certifications in such estoppel certificate. Further, if a tel^x Party has exercised its option described in Section 4.01 above, the DLR Parties (and Affiliates thereof) shall use commercially reasonable efforts to cause any mortgagee or lessor (whether under a ground or master lease) to deliver to Tenant concurrently with the execution of an MMR Lease for such building by a tel^x Party and a DLR Party (or as soon as reasonably possible thereafter) a commercially reasonable subordination, nondisturbance and attornment agreement, providing that so long as the tenant under such MMR Lease is not in default after the expiration of any applicable notice and cure periods, such tenant may remain in possession of such leased premises, even if the mortgagee or its successor should acquire the DLR Party’s title to such building.

4.03 Concurrently with the execution of a new MMR Lease in a new MMR Building by an Affiliate of DLR and an Affiliate of tel^x , each party shall cause such respective Affiliate to execute a joinder to this Agreement, where by each such Affiliate agrees to be bound by and receive the benefits of this Agreement. Such joinder shall be in a form reasonable acceptable to DLR Parent and tel^x Parent.

ARTICLE V

Dispute Resolution Procedures

If a dispute arises between any tel^x Party and any DLR Party (including without limitation the obligation of such parties to pay referral fees), the parties shall use their respective good faith efforts to resolve the dispute on a mutually satisfactory basis as soon as reasonably practicable. If, notwithstanding such good faith efforts, the parties are unable to resolve such dispute within fifteen (15) days, either party may initiate the dispute resolution procedures set forth on Exhibit “E” attached hereto.

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ARTICLE VI

Alterations

The DLR Parties hereby grant to the tel^x Parties an improvement allowance for the MMR Buildings in the amount of Two Million Four Hundred Thousand Dollars ($2,400,000) (the “MMR Alteration Allowance”), subject to the terms and conditions set forth below. If any tel^x Party desires any DLR Party to make Alterations to any existing MMR Building that will be funded by the MMR Alteration Allowance, such tel^x Party shall give written notice (an “MMR Alteration Notice”) to the applicable DLR Party to such effect specifying in reasonable detail the requested Alterations to such MMR Building (the “MMR Alterations”). As soon as reasonably practicable following receipt of an MMR Alteration Notice, such DLR Party shall prepare and deliver to such tel^x Party a workletter (an “MMR Alteration Work Letter”) in the form of Exhibit “F” attached hereto setting forth the terms and conditions for such DLR Party’s performance of the MMR Alterations. As soon as reasonably practicable following execution and delivery of an MMR Alteration Work Letter, such DLR Party, as landlord under the applicable existing MMR Lease, agrees to perform the MMR Alterations in accordance with the terms and conditions of such MMR Alteration Work Letter at such DLR Party’s sole cost and expense, provided that:

(i) the MMR Alterations are permitted under the terms of the applicable existing MMR Lease;

(ii) the aggregate cost of the MMR Alterations under such MMR Alteration Work Letter and all prior MMR Alterations funded from the MMR Alteration Allowance shall not exceed $2,400,000;

(iii) the MMR Alterations to be performed under such MMR Alteration Work Letter can reasonably be expected to be expended by such DLR Party as landlord under the applicable existing MMR Lease within twenty-four (24) months from the date hereof; and

(iv) such tel^x Party and the tel^x Parent, as tenant and guarantor, respectively, under the applicable existing MMR Lease, shall execute and deliver to the applicable DLR Party, as landlord under the applicable existing MMR Lease, an amendment to such existing MMR Lease in the form of Exhibit “G” attached hereto under the terms of which such tel^x Party agrees to pay to such DLR Party, and the tel^x Parent guarantees the payment of, as supplemental rent under a separately stated supplemental rent provision, the monthly amount necessary to fully amortize such DLR Party’s cost of such MMR Alterations funded from the MMR Alteration Allowance over a ten (10) year term at an interest rate of ten percent (10%) per annum compounded monthly, such monthly payments of additional rent commencing upon substantial completion of such MMR Alterations.

6

ARTICLE VII

General

Section 7.01 If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

Section 7.02 If any tel^x Party or DLR Party initiates any litigation, mediation, arbitration or other proceeding regarding the enforcement, construction or interpretation of this Agreement, then the non-prevailing party shall pay the prevailing party’s attorneys’ fees and costs (including, without limitation, all expense reimbursements, expert witness fees and litigation costs).

Section 7.03 IN ORDER TO LIMIT THE COST OF RESOLVING ANY DISPUTES BETWEEN THE PARTIES, AND AS A MATERIAL INDUCEMENT TO EACH PARTY TO ENTER INTO THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HERETO EXPRESSLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF, IN CONNECTION WITH, OR IN ANY MANNER RELATED TO THIS AGREEMENT IN WHICH ANY DLR PARTY AND ANY TEL^X PARTY ARE ADVERSE PARTIES. THE FILING OF A CROSS-COMPLAINT BY ONE AGAINST THE OTHER IS SUFFICIENT TO MAKE THE PARTIES “ADVERSE.”

Section 7.04 The headings of the Articles and Sections of this Agreement are for convenience only and do not define, limit or construe the contents thereof. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. Each of the parties hereto acknowledges that it has read and reviewed this Agreement and that it has had the opportunity to confer with counsel in the negotiation of this Agreement. Accordingly, this Agreement shall be construed neither for nor against party hereto, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. In all instances where any party is required to pay any sum or do any act at a particular indicated time or within an indicated period, it is understood that time is of the essence. Any obligations of any party accruing prior to the expiration of this Agreement shall survive the termination of this Agreement, and such party shall promptly perform all such obligations whether or not this Agreement has expired.

Section 7.05 Any notice which may or shall be given under the provisions of this Agreement shall be in writing and may be delivered by (i) by hand delivery or personal service, (ii) by a reputable overnight courier service which provides evidence of delivery, or (iii) by telecopy (so long as a confirming copy is forwarded by a reputable overnight courier service within twenty-four (24) hours thereafter), if for any or all DLR Parties, to the address specified below, or if for any or all of the tel^x Parties or for tel^x Parent, to the address specified below, or at such other addresses as any party may have theretofore specified by written notice delivered in accordance herewith. Such address may be changed from time to time by either party by giving notice as provided herein. Notice shall be deemed given, (a) when delivered (if delivered by hand or personal service), (b) if sent by a reputable overnight courier service, on the business day immediately following the business day on which it was sent, or (c) the date the telecopy is transmitted.

7

If intended for any or all DLR Parties:

Digital Realty Trust, L.P. 2323 Bryan Street Suite 2300 Dallas, TX 75201 Attn: Property Manager Telefax No. (214) 855-1236	With copies to: Digital Realty Trust, L.P. 2323 Bryan Street Suite 2300 Dallas, TX 75201 Attn: Christopher J. Crosby Telefax No. (214) 231-1345
	and:
	Stutzman, Bromberg, Esserman & Plifka, A Professional Corporation 2323 Bryan Street, Suite 2200 Dallas, TX 75201 Attention: Christine M. Savage Telefax No. (214) 969-4999

If intended for any or all tel^x Parties or tel^x Parent:

The telx Group, Inc. 17 State Street 33rd Floor New York, NY 10004 Attn: J. Todd Raymond Telefax No. (212) 480-3834	With copies to: GI Manager, L.P. 2730 Sand Hill Road Suite 280 Menlo Park, CA 94025 Attn: Eric Harrison and Alexander Fraser Telefax No. (650) 233-3601
	and:
	Paul, Hastings, Janofsky & Walker LLP 695 Town Center Drive Costa Mesa, CA 92626 Attention: John F. Simonis, Esq. Telefax No. (714) 979-1921

Section 7.06 This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles.

8

Section 7.07 This Agreement, along with any exhibits and attachments or other documents referred to herein, all of which are hereby incorporated into this Agreement by this reference, constitutes the entire and exclusive agreement between the parties hereto relating to the subject matter hereof, and each of the aforementioned documents may be altered, amended or revoked only by an instrument in writing signed by the party to be charged thereby. All prior or contemporaneous oral agreements, understandings and/or practices relative to the subject matter hereof are merged herein or revoked hereby.

Section 7.08 Neither any party hereto, nor any person or entity acting through, under or on behalf of any party hereto, shall record or cause the recordation of this Agreement, a short form memorandum of this Agreement or any reference to this Agreement.

Section 7.09 The persons executing this Agreement on behalf of each party hereto represent to each other party hereto that they are duly authorized to execute and deliver this Agreement pursuant to their respective by-laws, operating agreement, resolution or other legally sufficient authority. Further, each party hereto and the persons executing this Agreement on their behalf represent to each other party hereto that (i) if it is a partnership, the undersigned are all of its general partners, (ii) it has been validly formed or incorporated, (iii) it is duly qualified to do business in the state in which its MMR Premises is located, and (iv) this Agreement is being executed on its behalf and for its benefit.

Section 7.10 Except as otherwise provided in this Agreement, all of the covenants, conditions and provisions of this Agreement shall be binding upon, and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives and permitted successors and assigns.

Section 7.11 Nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent, or partnership, or joint venturer, or any other relationship between the parties hereto other than landlord and tenant

Section 7.12 This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. Each party hereto agrees that the delivery of an executed copy of this Agreement by facsimile shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Agreement had been delivered.

Section 7.13 Each party hereto agrees that (i) the terms and provisions of this Agreement are confidential and constitute proprietary information of the parties hereto and (ii) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose any term or provision of this Agreement to any other person without first obtaining the prior written consent of the other party, except that each party shall have the right to disclose such information for valid business, legal and accounting purposes.

Section 7.14 All of the terms and conditions of all of the Exhibits to this Agreement are hereby incorporated into this Agreement.

9

IN WITNESS WHEREOF, the tel^x Parties and the DLR Parties have executed this agreement as of the date first above written.

The telx Group, Inc., a Delaware corporation
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President & CEO
telx – San Francisco, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
telx – Chicago Lakeside, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
telx – Los Angeles, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

10

telx – Dallas, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
telx – Chicago Federal, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
telx – Miami, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
telx – Charlotte, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

11

telx – Santa Clara, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
telx – Weehawken, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
telx – Phoenix, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

12

DIGITAL REALTY, L.P., a Maryland limited partnership
By:	Digital Realty, Inc., a Maryland corporation, its general partner
	By:	/s/ Michael F. Foust
	Name:	Michael F. Foust
	Its:	Chief Executive Officer

200 PAUL, LLC, a Delaware limited liability company
By:	200 Paul Holding Company, LLC, a Delaware limited liability company, Its Member and Manager
	By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
		By:	Digital Realty Trust, Inc., a Maryland corporation, its General Partner
			By:	/s/ Michael F. Foust
			Name:	Michael F. Foust
			Its:	Chief Executive Officer

13

DIGITAL LAKESIDE, LLC, a Delaware limited liability company
By:	Digital Lakeside Holding Company, LLC, a Delaware limited liability company Its Member and Manager
	By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
		By:	Digital Realty Trust, Inc., a Maryland corporation, Its General Partner
			By:	/s/ Michael F. Foust
			Name:	Michael F. Foust
			Title:	Chief Executive Officer

GIP 7TH STREET, LLC, a Delaware limited liability company
By:	GIP 7th Street Holding Company, LLC, a Delaware limited liability company, Its Member and Manager
	By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
		By:	Digital Realty Trust, Inc., a Maryland corporation, its General Partner
			By:	/s/ Michael F. Foust
			Name:	Michael F. Foust
			Its:	Chief Executive Officer

14

DIGITAL – BRYAN STREET PARTNERSHIP, L.P., a Texas limited partnership
By:	DRT – Bryan Street, LLC, a Delaware limited liability company, its general partner
	By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
		By:	Digital Realty Trust, Inc., a Maryland corporation, Its General Partner
			By:	/s/ Michael F. Foust
			Name:	Michael F. Foust
			Title:	Chief Executive Officer

DIGITAL PRINTERS SQUARE, LLC, a Delaware limited liability company
By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
	By:	Digital Realty Trust, Inc., a Maryland corporation, Its General Partner
		By:	/s/ Michael F. Foust
		Name:	Michael F. Foust
		Title:	Chief Executive Officer

15

GLOBAL MIAMI ACQUISTION COMPANY, LLC, a Delaware limited liability company
By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
	By:	Digital Realty Trust, Inc., a Maryland corporation, its General Partner
		By:	/s/ Michael F. Foust
		Name:	Michael F. Foust
		Its:	Chief Executive Officer

WITNESSES AS TO LANDLORD:	WITNESSES AS TO TENANT:
/s/ Stacey Firestone
STACEY FIRESTONE
(Print name as signed above)	(Print name as signed above)
/s/ Kaisa De Tristan
KAISA DE TRISTAN
(Print name as signed above)	(Print name as signed above)

DIGITAL TRADE STREET, LLC, a Delaware limited liability company
By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
	By:	Digital Realty Trust, Inc., a Maryland corporation, its General Partner
		By:	/s/ Michael F. Foust
		Name:	Michael F. Foust
		Its:	Chief Executive Officer

16

1100 SPACE PARK LLC, a Delaware limited liability company
By:	1100 Space Park Holding Company, LLC, a Delaware limited liability company, its Sole Member
	By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Sole Member
		By:	Digital Realty Trust, Inc., a Maryland corporation, its General Partner
			By:	/s/ Michael F. Foust
			Name:	Michael F. Foust
			Its:	Chief Executive Officer

GLOBAL WEEHAWKEN ACQUISITION COMPANY, LLC, a Delaware limited liability company
By:	Global Weehawken Holding Company, LLC, a Delaware limited liability company, its Sole Member
	By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
		By:	Digital Realty Trust, Inc., a Maryland corporation, Its General Partner
			By:	/s/ Michael F. Foust
			Name:	Michael F. Foust
			Its:	Chief Executive Officer

17

DIGITAL PHOENIX VAN BUREN, LLC, a Delaware limited liability company
By:	Digital Realty Trust, L.P., a Maryland limited partnership, its sole Member and Manager
	By:	Digital Realty Trust, Inc., a Maryland corporation, Its General Partner
		By:	/s/ Michael F. Foust
		Name:	Michael F. Foust
		Its:	Chief Executive Officer

18

GLOBAL MIAMI ACQUISTION COMPANY, LLC, a Delaware limited liability company
By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
	By:	Digital Realty Trust, Inc., a Maryland corporation, its General Partner
		By:	/s/ David J. Caron
		Name:	David J. Caron
		Its:	Vice President

WITNESSES AS TO LANDLORD:	WITNESSES AS TO TENANT:
	/s/ Anthony Escamilla
	Anthony Escamilla
(Print name as signed above)	(Print name as signed above)
	/s/ Meghan Korn
	Meghan Korn
(Print name as signed above)	(Print name as signed above)

DIGITAL TRADE STREET, LLC, a Delaware limited liability company
By:	Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager
	By:	Digital Realty Trust, Inc., a Maryland corporation, its General Partner
		By:	/s/ David J. Caron
		Name:	David J. Caron
		Its:	Vice President

19

EXHIBIT “C”

DEFINITIONS

“Affiliate” of a party to this Agreement shall mean any individual, partnership, limited liability company, corporation, trust, real estate investment trust, association or other entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such party. The term “control,” as used in this Agreement, means the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to a controlled corporation, partnership or limited liability company or the power to direct or cause the direction of the management or policies of an entity.

“Alterations” mean any alterations, additions, improvement or replacements to the Tenant Space (as defined in each MMR Lease), or any other portion of an MMR Building, of a type permitted under the existing MMR Lease intended not to be removed at the expiration of the term of such existing MMR Lease (including without limitation the installation or replacement of a DC plant or UPS that serves the Tenant Space, but excluding, without limitation, cabinets, racks and other items of personal property).

“MMR Services” means the services typically provided by companies in the primary business of providing carrier-neutral interconnections, such as the Other MMR Services Providers, including without limitation, furnishing of space, racks and pathway in the MMR Premises to tenants for the purpose of such tenants’ placement and maintenance of computer, switch and/or communications equipment and connections with the communications cable and facilities of other tenants in the MMR Premises, and common area cable management systems comprised of ladder racks, fiber trays, under-floor cable trays and other similar equipment installed for the benefit of all tenants of the MMR Premises.

“MMR Sublease” shall mean and refer to any sublease, lease, license or occupancy agreement between an MMR Subtenant and the applicable tel^x Party pursuant to which such MMR Subtenant subleases or otherwise uses and occupies any portion of the MMR Premises.

“MMR Subtenant” shall mean and refer to any tenant, subtenant, licensee or other permitted user of any portion of the MMR Premises who contracts with the applicable tel^x Party with respect to use of a portion of the MMR Premises.

“Other MMR Services Providers” shall mean Switch & Data, Equinix, CRG West and Telehouse.

“tel^x Parent” means The tel^x Group, Inc., a Delaware corporation.

Exhibit “C” - Page 1 of 1

EX-10.19

Exhibit 10.19

Confidential Treatment Requested by The Telx Group, Inc.

2323 BRYAN STREET

MASTER MEET-ME-ROOM LEASE

Between

DIGITAL - BRYAN STREET PARTNERSHIP, L.P.

as Landlord

and

TEL^X - DALLAS, LLC

as Tenant

Dated

            , 2006

TABLE OF CONTENTS

			Page
1.	LEASE OF PREMISES		1
	1.1	Tenant Space	1
	1.2	Condition of Tenant Space	1
	1.3	Landlord’s Interconnection Facilities	1
	1.4	Quiet Enjoyment; Access	1
2.	TERM		1
	2.1	Term	1
	2.2	Delivery of Tenant Space	2
	2.3	Renewal Options	2
3.	BASE RENT AND OTHER CHARGES		2
	3.1	Base Rent	2
	3.2	Percentage Rent	2
	3.3	MMR Operating Expenses	3
	3.4	Building Operating Expenses and Taxes	5
	3.5	Payments Generally	8
	3.6	Late Payments	8
	3.7	Electrical Power	8
4.	TAX ON TENANT’S EQUIPMENT		9
	4.1	Equipment Taxes	9
	4.2	Additional Taxes	9
5.	GUARANTY		9
6.	USE; SERVICES TO BE PROVIDED BY TENANT		9
	6.1	Permitted Use	9
	6.2	Services to be Provided by Tenant; Tenant Standard of Operation	9
	6.3	Building Rules and Regulations	10
	6.4	Compliance with Laws; Hazardous Materials	10
7.	SERVICES TO BE PROVIDED BY LANDLORD		11
	7.1	Services to be Provided by Landlord	11
	7.2	Electricity	12
	7.3	Interruption of Services	12
8.	MAINTENANCE; ALTERATIONS		13
	8.1	Landlord Maintenance	13
	8.2	Tenant’s Maintenance	14
	8.3	Alterations	14
	8.4	Removal of Cable, Wiring and Connecting Lines	14

-1-

TABLE OF CONTENTS

(continued)

			Page
9.	CASUALTY; EMINENT DOMAIN; INSURANCE		15
	9.1	Casualty; Eminent Domain	15
	9.2	Tenant’s Insurance	16
10.	ASSIGNMENT AND SUBLETTING		16
	10.1	Restrictions on Transfers	16
	10.2	Permitted Transfers	16
	10.3	MMR Subleases	17
	10.4	Transfer Notice to Landlord	17
	10.5	No Release; Subsequent Transfers	17
	10.6	Landlord’s Rights Relating to Assignee or Subtenant	17
	10.7	Existing MMR Leases/Retained Leases	18
	10.8	Retained MMR Tenant Default	18
	10.9	Recognition Agreements	18
11.	ESTOPPEL CERTIFICATES		18
	11.1	Estoppel Certificate by Tenant	18
	11.2	Estoppel Certificate by Landlord	19
12.	SUBORDINATION AND ATTORNMENT; LENDER RIGHTS		19
	12.1	Subordination and Attornment	19
	12.2	Mortgage and Ground Lessor Protection	19
	12.3	SNDA	20
13.	SURRENDER OF TENANT SPACE; HOLDING OVER		20
	13.1	Tenant’s Method of Surrender	20
	13.2	Disposal of Tenant’s Personal Property	20
	13.3	Holding Over	20
	13.4	Survival	21
14.	WAIVER OF CLAIMS; INDEMNITY		21
	14.1	Waiver	21
	14.2	Indemnification	21
	14.3	Liens	22
15.	TENANT DEFAULT		22
	15.1	Events of Default By Tenant	22
	15.2	Remedies	23
	15.3	Cross-Default Remedy	23
	15.4	Landlord’s Self-Help Right	24
16.	LIMITATION OF LANDLORD’S LIABILITY		24
	16.1	Landlord Default	24

-2-

TABLE OF CONTENTS

(continued)

			Page
	16.2	Landlord’s Liability	25
	16.3	Transfer of Landlord’s Interest	25
17.	MISCELLANEOUS		25
	17.1	Severability	25
	17.2	Performance	25
	17.3	Attorney’s Fees and Costs	26
	17.4	Waiver of Right to Jury Trial	26
	17.5	Headings; Time; Survival	26
	17.6	Notices	26
	17.7	Governing Law; No Counterclaim; Jurisdiction	27
	17.8	Incorporation; Amendment; Merger	27
	17.9	Exclusive	27
	17.10	Examination of Lease	27
	17.11	Recordation	27
	17.12	Authority	28
	17.13	Successors and Assigns	28
	17.14	Force Majeure	28
	17.15	No Partnership or Joint Venture; No Third Party Beneficiaries	28
	17.16	Access by Landlord	28
	17.17	Rights Reserved by Landlord	29
	17.18	Counterparts; Execution by Facsimile	29
	17.19	Confidentiality	29
	17.20	Conference Rooms	29
	17.21	Tenant Expansion Rights	29
	17.22	Definition	30
	17.23	Incorporation of Exhibits	30

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TABLE OF CONTENTS

(continued)

EXHIBITS
Exhibit “A”	Depiction of Premises and Landlord Interconnection Facilities
Exhibit “B”	Insurance Requirements
Exhibit “C”	State Law Provisions
Exhibit “D”	Premises Specifications
Exhibit “B”	Exclusions To Building Operating Expenses and MMR Operating Expenses
Exhibit “F”	Form of Guaranty
Exhibit “G”	Tenant Expansion Rights
Exhibit “G-l”	Tenant Expansion Rights (Specifications)
Exhibit “H”	Depiction of Expansion Space
Exhibit “I”	Certain Definitions
Exhibit “J”	Dispute Resolution Procedures
Exhibit “K”	Service Level
Exhibit “L”	Confirmation of Base Rent
Exhibit “M”	Conduit Space
Exhibit “N”	Ancillary Space
Exhibit “O”	Additional Conduit Space
Exhibit “P”	Landlord Estoppel Certificate
Exhibit “Q”	Threshold Amount

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2323 BRYAN STREET

MASTER MEET-ME-ROOM LEASE

This Master Meet-Me-Room Lease (this “Lease”) is entered into as of the date specified in Item 4 of the Basic Lease Information (the “Effective Date”), by and between Landlord (defined in Item 1 of the Basic Lease Information, below) and Tenant (defined in Item 2 of the Basic Lease Information, below), with reference to the following:

RECITALS

A. Digital Realty Trust, L.P., a Maryland limited partnership (“DLR”) and The tel^x Group, Inc., a Delaware corporation (“Tenant Parent”) have entered into that certain operating agreement (the “Operating Agreement”) dated of even date herewith, wherein, among other things, DLR has agreed to lease to Tenant Parent or its Affiliate, and Tenant Parent agreed to lease from DLR or its Affiliate, the meet-me-room premises in certain buildings (the “MMR Buildings”) owned by DLR’s Affiliates and more particularly described in the Operating Agreement, for the purpose of providing MMR Services to tenants of the Building. Landlord is a DLR Affiliate and the Building is one of the MMR Buildings. Subject to the terms and conditions of this Lease, Landlord has designated Tenant as its Landlord-sponsored meet-me room operator for the Building.

B. In addition, Landlord has agreed to use commercially reasonable efforts to assign Landlord’s interests in all Existing MMR Leases to Tenant, and to the extent Landlord’s interest in any Existing MMR Lease is not assigned to Tenant, this Lease shall be subordinate to any and all rights of such tenants of the unassigned Existing MMR Leases and Landlord’s right to perform its obligations thereunder.

C. Landlord is the owner of the Land. The Land is improved with, among other things, the Building. The Land, the Building, and Landlord’s personal property thereon or therein may be referred to herein as the “Property.”

D. Tenant desires to lease the Meet-Me Room for the purpose of licensing and subleasing such space to parties for the purpose of such parties’ connection to other communications networks.

NOW, THEREFORE, in consideration of the covenants and agreements hereinafter set forth, Landlord and Tenant agree as follows:

BASIC LEASE INFORMATION

1. Landlord:	Digital – Bryan Street Partnership, L.P., a Texas limited partnership (“Landlord”)
2. (a) Tenant:	telx - Dallas, LLC, a Delaware limited liability company, (“Tenant”).
(b) Tenant Address:	17 State Street 33rd Floor New York, New York 10024 Attention: J. Todd Raymond Fax No. (212) 480-8384	With a copy to: GI Manager L.P. 2730 Sand Hill Road, Suite 280 Menlo Park, California 94025 Attention: Eric Harrison and Alexander Fraser Fax No. (650)233-3601
3. (a) Guarantor:	The telx Group, Inc., a Delaware corporation

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(b) Guarantor Address:	17 State Street 33rd Floor New York, New York 10024 Attention: J. Todd Raymond Fax No. (212) 480-8384	With a copy to: GI Manager L.P. 2730 Sand Hill Road, Suite 280 Menlo Park, California 94025 Attention: Eric Harrison and     Alexander Fraser Fax No. (650) 233-3601
4. Effective Date:	December 1, 2006
5. Term:
(a) Primary Term:	Twenty (20) years commencing on the Effective Date.
(b) Renewal Terms:	Two (2) Renewal Options (defined in Section 2.3.1 of the Standard Lease Provisions, below), each to extend the Term (defined below) for a Renewal Term (defined in Section 2.3.1 of the Standard Lease Provisions, below) of ten (10) years pursuant to Section 2.3, below.
6. Landlord Interconnection Facilities:	The Landlord Interconnection Facilities shall be located within the Premises in the area depicted on Exhibit “A”.
7. Tenant Space:	The Premises described in Item 7(a), below, and the Conduit Space described in Item 7(b), below, and the Ancillary Space described in Item 7(c), below.
(a) Premises:	Approximately 6,598 rentable square feet as outlined and identified on Exhibit “A”.
(b) Conduit Space:
(i) Conduit:	As set forth on Exhibit “M”.
(ii) Innerduct:	As set forth on Exhibit “M”.
(iii) Additional Conduit:	In addition to the Conduit Space (which also includes all innerduct space), Tenant shall have the right to use the additional conduit space and/or capacity (including without limitation cable runs, junction boxes, innerducts, wireways or equivalent equipment) described in Exhibit “O” attached hereto. In the event that the conduits have not been built for any of the conduit capacity allocated to Tenant in Exhibit “O”, then Landlord shall construct such conduit space for Tenant and Tenant shall reimburse Landlord’s actual costs incurred to construct such conduits, including Landlord’s costs related to Landlord’s employees involved in such construction. All additional conduit space utilized by Tenant pursuant to this subpart shall be referred to in this Lease as “Additional Conduit Space.” Except for the reimbursement of Landlord’s actual costs as provided in this subpart, Tenant shall not be obligated to pay Landlord any rent, fee or other charge in connection with the construction or use of Additional Conduit Space allocated to Tenant in Exhibit “O”.
(c) Ancillary Space:	As set forth on Exhibit “N”.
8. Current Premises Income:	Landlord warrants and represents that: (i) Landlord has delivered to Tenant true, complete and correct copies of the Existing MMR Leases, and (ii) a rent roll, prepared by Landlord’s building manager or managing agent in the form used by

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	Landlord in the operation of the Building. The rent roll details the Current Premises Income received by Landlord on a monthly basis from all tenants and occupants of the Tenant Space.
9. Base Rent:	[***] per month for months 1 – 12 of the Term. [***] per month for months 13 – 24 of the Term. [***] per month for months 25 – 36 of the Term. [***] per month for months 37 – 48 of the Term. [***] per month for months 49 – 60 of the Term. [***] per month for months 61 – 72 of the Term. [***] per month for months 73 – 84 of the Term. [***] per month for months 85 – 96 of the Term. [***] per month for months 97 – 108 of the Term. [***] per month for months 109 – 120 of the Term. [***] per month for months 121 – 132 of the Term. [***] per month for months 133 – 144 of the Term. [***] per month for months 145 – 156 of the Term. [***] per month for months 157 – 168 of the Term. [***] per month for months 169 – 180 of the Term. [***] per month for months 181 – 192 of the Term. [***] per month for months 193 – 204 of the Term. [***] per month for months 205 – 216 of the Term. [***] per month for months 217 – 228 of the Term. [***] per month for months 229 – 240 of the Term.
10. Percentage Rent:	An amount equal to the product of [***] multiplied by all annual Gross Revenue (defined on Exhibit “I”) derived from the Premises in excess of the Threshold Amount (as defined in Exhibit “Q”) for the Premises. Payments of Percentage Rent shall not be due and payable until Gross Revenue from the Premises for a calendar year has exceeded the Breakpoint (defined on Exhibit “I”), at which time Percentage Rent shall be paid quarterly as provided in Item 11 of the Basic Lease Information, below.
11. Accounting:	If the Current Premises Income exceeds [***] per rentable square foot on the Effective Date, Landlord shall determine the amount of Landlord Provided Power and the resulting amount of Current Base Rent and shall provide written notice to Tenant Parent and Tenant of such determination (an “Increased Base Rent Notice”) within sixty (60) days after the Effective Date. Tenant shall pay [***] per rentable square foot as the Base Rent until such time as Tenant has received the Increased Base Rent Notice. Commencing with the first lease month at least five (5) business days following receipt of the Increased Base Rent Notice, Tenant shall pay the Current Base Rent at the increased rate set forth in the Increased Base Rent Notice. With the first monthly Base Rent payment due following the Increased Base Rent Notice, Tenant shall also pay the unpaid portion of the Current Base Rent for the period prior to such month. Along with the Increased Base Rent Notice, Landlord shall also deliver to Tenant a Confirmation of Base Rent Memorandum (herein so called) in the form attached hereto as Exhibit “L” which Landlord and Tenant shall each promptly execute and deliver to the other. On or before the twentieth (20 th) day of each month during the Term of this Lease, (i) Tenant shall furnish to Landlord a schedule of Gross Revenue from the Premises (excepting Retained Tenants Revenues) and what portion of such amounts are payable by Tenant to Landlord as Base Rent and Percentage Rent hereunder, and (ii) Landlord shall furnish to Tenant a schedule of Retained Tenant Revenues for

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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	Retained Tenants for the previous month to be credited against Base Rent and Percentage Rent otherwise payable by Tenant to Landlord hereunder. On or before each January 31, April 30, July 31 and October 31 during the Term, Tenant shall pay to Landlord any Percentage Rent then due and owing to Landlord, after crediting Retained Tenant Revenues for the applicable period. Landlord shall use commercially reasonable efforts to collect all amounts payable by Retained Tenants pursuant to the terms of the Retained Leases to accordance with the terms and conditions of such Retained Leases (including without limitation using commercially reasonable efforts to collect any delinquent rents from Retained Tenants). Each party, at its expense, shall have the right, within eighteen (18) months after receiving an accounting from the other party, to audit the other party’s books and records relating to such accounting. Such audit shall be conducted only during regular business hours of the audited party at the audited party’s office and only after the auditing party gives the audited party five (5) business days written notice. If within such eighteen (18)-month period a party does not give the other party written notice stating in reasonable detail any objection to such accounting, such party shall be deemed to have approved such accounting in all respects. Tenant shall have the right, within eighteen (18) months after the Commencement Date, to audit Landlord’s books and records relating to the Current Premises Income, the Base Building Operating Expenses, Base Taxes and Base MMR Operating Expenses. If within such eighteen (18)-month period, Tenant does not give Landlord written notice stating in reasonable detail any objection to the Current Premises Income, the Base Building Operating Expenses, Base Taxes and/or Base MMR Operating Expenses, Tenant shall be deemed to have approved the Current Premises Income, the Base Building Operating Expenses, Base Taxes and Base MMR Operating Expenses in all respects.
12. Building Rules and Regulations:	This term shall mean Landlord’s rules and regulations for the Building (the “Building Rules and Regulations”), as such Building Rules and Regulations may be amended from time to time by Landlord in Landlord’s sole and absolute discretion, subject to Section 6.3. The current version of the Building Rules and Regulations are available on the Internet at the following URL: http://www.digitalrealtytrust.com/pdfs/buildingrulesandregulations.pdf
13. Conference Rooms:	As set forth in Section 17.20.
14. Premises Specifications:	As set forth on Exhibit “D”.
15. Landlord’s Address for Notices:	Digital – Bryan Street Partnership, LP c/o Digital Realty Trust, L.P. 2323 Bryan Street Suite 2350 Dallas, TX 75201 Attn: Property Manager Telefax No. (214) 855-1236	With copies to: Digital Realty Trust, L.P. 2323 Bryan Street Suite 2350 Dallas, TX 75201 Attn: Glenn Benoist Telefax No. (214)231-1345 And: Stutzman, Bromberg, Esserman &

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		Plifka, A Professional Corporation 2323 Bryan Street, Suite 2200 Dallas, TX 75201 Attention: Christine M. Savage Telefax No. (214) 969-4999
16. Landlord’s Address for Payment of Rent:	ACH Payments: Bank of America NT & SA 1850 Gateway Blvd. Concord, CA 94520-3282 Routing Number: 121000358 Account Number: 1420436559 Account Name: Digital – Bryan Street Partnership, L.P. Regarding/Reference: Tenant Acct/Invoice Number Wire Payments: Bank of America NT&SA 100 West 33rd. St. New York, NY. 10001 Routing Number: 026009593 SWIFT: BOFAUS3N Account Number: 1420436559 Account Name: Digital – Bryan Street Partnership, L.P. Regarding/Reference: Tenant Acct/Invoice Number Check Payments: Digital – Bryan Street Partnership, L.P. PO Box 849915 Dallas, TX 75284-9915 Overnight Address: Bank of America Lockbox Services Lockbox 849915 1401 Elm Street 5 th Fl. Dallas, TX. 75202 Contact Information Charissa Ha Director of Cash Management Digital Realty Trust 560 Mission Street, Suite 2900 San Francisco, CA 94104 P: (415) 738-6509 F: (415)738-6501
17. Land:	The land (“Land”) located at: 2323 Bryan Street, Dallas, Texas

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18. Building:	2323 Bryan Street: A twenty-six (26)-story building consisting of approximately 477,107 rentable square feet (the “Building”)
19. Landlord Group:	Landlord, DRT – Bryan Street, LLC, Digital Realty Trust, L.P., Digital Realty Trust, Inc., and their respective directors, officers, shareholders, members, employees, agents, constituent partners, affiliates, beneficiaries, trustees and representatives (the “Landlord Group”).
20. Meet-Me Room:	Suite 2440 (the “Meet-Me-Room”) of the Building located on the twenty-fourth (24th) floor of the Building containing 6,598 rentable square feet of area, as depicted on Exhibit “A” attached hereto.
21. Base Year:	Calendar year 2007 (“Base Year”).
22. Base MMR Operating Expenses:	The Actual MMR Operating Expenses for the Base Year (the “Base MMR Operating Expenses”).
23. Base Building Operating Expenses Rate:	The Actual Building Operating Expenses Rate for the Base Year (the “Base Building Operating Expenses Rate”)

This Master Lease shall consist of the foregoing Basic Lease Information, and the provisions of the Standard Lease Provisions (the “Standard Lease Provisions”) (consisting of Sections 1 through 17 which follow) and Exhibits “A” through “Q”, inclusive, all of which are incorporated herein by this reference as of the Effective Date. In the event of any conflict between the provisions of the Basic Lease Information and the provisions of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Standard Lease Provisions.

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STANDARD LEASE PROVISIONS

1. LEASE OF PREMISES.

1.1 Tenant Space. In consideration of the covenants and agreements to be performed by Tenant, and upon and subject to the terms and conditions of this Lease, Landlord hereby leases to Tenant for the Term (defined in Section 2.1, below), (i) that certain space specified in Item 7(a) of the Basic Lease Information (the “Premises”), (ii) those certain conduit(s) or partial conduit(s) (“Conduit Space”) described in the Item 7(b) of the Basic Lease Information, and (iii) that certain ancillary space (the “Ancillary Space”) described in Item 7(c) of the Basic Lease Information. The Premises, the Conduit Space and the Ancillary Space shall be referred to herein collectively as the “Tenant Space.” Notwithstanding anything herein to the contrary, this Lease is subject to the rights of all tenants, licensees and other occupants of the Building under any lease, license or other agreement existing as of the Effective Date granting such parties rights with respect to the Tenant Space.

1.2 Condition of Tenant Space. Landlord hereby agrees that the systems reflected in the Premises Specifications attached hereto as Exhibit “D” (i) are and shall remain dedicated solely to the Premises, or (ii) in the case of shared system power, back-up power or HVAC systems, the kilowatts of power, kilowatts of back-up power, or tons of cooling specified on Exhibit “D” will be supplied to the Premises on a dedicated basis. Tenant has inspected the Tenant Space and accepts it in its “AS IS, WHERE IS” condition. Tenant acknowledges and agrees that (i) no representation or warranty (express or implied) has been made by Landlord as to the condition of the Property, the Building or the Tenant Space or their suitability or fitness for the conduct of Tenant’s Permitted Use, its business or for any other purpose and (ii) except as specifically set forth in this Lease, Landlord shall have no obligation to construct or install any improvements in or to make any other alterations or modifications to the Tenant Space. The taking of possession of the Tenant Space by Tenant shall conclusively establish that the Tenant Space and the Building were at such time in good order and clean condition. Notwithstanding the foregoing, the provisions of this Section 1.2 shall not operate to waive or modify Landlord’s obligation to provide the systems and capacities specified in the Premises Specifications.

1.3 Landlord’s Interconnection Facilities. Notwithstanding anything herein to the contrary, Landlord shall retain the right, at no charge, to own and maintain Landlord’s interconnect rack(s) in the location depicted on Exhibit “A”, and related conduit and fiber originating from areas of the Building outside the Premises leading to such interconnect rack (collectively, the “Landlord Interconnection Facilities”). For the avoidance of doubt, Landlord’s interconnect racks will be passive in nature, will be fiber connections for the most part, but will include some passive copper connections, and will be used for the purposes of connections between Landlord-managed datacenters in the Building and the Meet-Me Room. In addition, Landlord shall have the right (i) to grant existing and future tenants of the Building the right to use the Landlord Interconnection Facilities (and the right to receive income as a result of such grant), (ii) to expand or relocate the Landlord Interconnection Facilities pursuant to the terms and conditions of Exhibit “H” and (iii) the right to enter the Premises to perform Landlord’s obligations under Retained MMR Leases (defined on Exhibit “I”).

1.4 Quiet Enjoyment; Access. Subject to all of the terms and conditions of this Lease, Tenant shall quietly have, hold and enjoy the Tenant Space without hindrance from Landlord or any person or entity claiming by, through or under Landlord. Subject to the terms and conditions of this Lease (including, without limitation, the Building Rules and Regulations (defined in Section 6.2, below)) and Landlord’s Access Control Systems (defined in Section 7.1, below), Tenant shall have access to the Tenant Space twenty-four (24) hours per day, seven (7) days per week.

2. TERM.

2.1 Term. The term of this Lease, and Tenant’s obligation to pay Rent under this Lease, shall commence on the Effective Date and shall continue in effect for the period specified in Item 5 of the Basic Lease Information (the “Term”), unless this Lease is earlier terminated as provided herein.

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2.2 Delivery of Tenant Space. Landlord shall deliver the Tenant Space to Tenant on the Effective Date in its “as is” condition. During the Term, Tenant shall have the right to use, maintain, repair, discard and replace any and all of Landlord’s persona) properly located or used in the Tenant Space, without obtaining the prior written consent of Landlord, but subject to the existing rights of Landlord under this Lease and of tenants under Existing MMR Leases.

2.3 Renewal Options.

2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, Tenant shall have two (2) options (each, an “Renewal Option”) to extend the Term of this Lease with respect to the entire Tenant Space, each for an additional term of ten (10) years (collectively the “Renewal Terms”, each a “Renewal Term”), upon the same terms, conditions and provisions applicable to the then current Term of this Lease (except as provided otherwise herein). The Base Rent payable with respect to the Tenant Space for each Renewal Term (the “Option Rent”) shall be as set forth in Item 9 of the Basic Lease Information. Notwithstanding anything in this Lease to the contrary, any Permitted Transferee may exercise the Renewal Options granted hereunder.

2.3.2 Tenant may exercise each Renewal Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) months prior to then applicable expiration date of the Term, which Option Exercise Notice shall specify that Tenant is irrevocably exercising its Renewal Option so as to extend the Term of this Lease by a Renewal Term on the terms set forth in this Section 2.3. In the event that Tenant shall duly exercise a Renewal Option, the Term shall be extended to include the applicable Renewal Term (and all references to the Term in this Lease shall be deemed to refer to the Term specified in Item 5 of the Basic Lease Information, plus all duly exercised Renewal Terms). In the event that Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, at the election of Landlord, Tenant shall be deemed to have forever waived and relinquished such Renewal Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect.

2.3.3 Tenant shall have the right to exercise any Renewal Option only with respect to the entire Tenant Space leased by Tenant (as opposed to only a portion of the Tenant Space) at the time that Tenant delivers an Option Exercise Notice. If Tenant duly exercises a Renewal Option, Landlord and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of a Renewal Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice there shall be an uncured Event of Default by Tenant under this Lease.

2.3.4 Tenant’s rights under this Section 2.3 shall terminate if (i) this Lease or Tenant’s right to possession of the Premises is terminated, or (ii) Tenant fails to timely exercise its option under this Section 2.3, time being of the essence with respect to Tenant’s exercise thereof.

3. BASE RENT AND OTHER CHARGES.

3.1 Base Rent. Commencing on the Effective Date, Tenant shall pay to Landlord base rent (the “Base Rent”) for the Tenant Space in the amount set forth in Item 9 of the Basic Lease Information. All such Base Rent shall be paid to Landlord in monthly installments in advance on the first day of each and every month throughout the Term of this Lease. Tenant shall not pay any installment of Rent (defined in Section 3.5, below) more than one (1) month in advance.

3.2 Percentage Rent. In addition to the Base Rent, Tenant shall pay to Landlord as “Percentage Rent” the amount set forth in Item 10 of the Basic Lease Information and in accordance with Item 11 of the Basic Lease Information. Tenant shall keep a permanent, accurate set of books and records of all Gross Revenue. All such books and records shall be retained and preserved for at least eighteen (18) months after the end of the calendar year to which they relate, and shall be subject to inspection and audit

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by Landlord and its agents at the location where Tenant stores such records in the ordinary course of business at all reasonable times within such eighteen (18)-month period.

3.3 MMR Operating Expenses.

3.3.1 For purposes of this Paragraph 3.3, the following definitions and calculations shall apply:

(1) The term “MMR Operating Expenses” shall mean all expenses, costs and disbursements of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, operation, maintenance, repair, and replacement of the Premises and Dedicated Equipment (as defined in Section 8.1, below), determined on an accrual basis in accordance with generally accepted accounting principles. To the extent that any MMR Operating Expenses are attributable to the Dedicated Equipment and other equipment of Landlord, a fair and reasonable allocation of such MMR Operating Expenses shall be made between the Dedicated Equipment and such other equipment. In no event shall an amount included in MMR Operating Expenses be duplicated in Building Operating Expenses and vice versa.

(2) The term “MMR Operating Expenses” shall exclude (i) the costs set forth on Exhibit “E” and (ii) Building Operating Expenses (as defined in Section 3.4.1(1) below).

(3) The term “Base MMR Operating Expenses” shall mean the amount specified in Item 22 of the Basic Lease Information hereof.

(4) The term “Actual MMR Operating Expenses” shall mean, with respect to each calendar year during the Term, the actual MMR Operating Expenses for such year.

3.3.2 If the Actual MMR Operating Expenses during any calendar year are greater than the Base MMR Operating Expenses, Tenant shall be obligated to pay to Landlord as additional rental an amount equal to the amount by which Actual MMR Operating Expenses for such year exceed the Base MMR Operating Expenses in accordance with the provisions of Section 3.3.3 below. To implement the foregoing, Landlord shall provide to Tenant on or before June 15 (or as soon thereafter as reasonably possible) after the end of the calendar year in which the Effective Date occurs, a statement of the Actual MMR Operating Expenses for such calendar year and Tenant shall pay to Landlord, within thirty (30) days after Tenant’s receipt of such statement, an amount equal to the amount by which the Actual MMR Operating Expenses for such calendar year exceed the Base MMR Operating Expenses in accordance with the provisions of Section 3.3.3 below.

3.3.3 Beginning with the Effective Date (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of the projected annual MMR Operating Expenses (the “Projected MMR Operating Expenses”). On the first day of each month following Tenant’s receipt of the Projected MMR Operating Expenses, Tenant shall pay to Landlord an amount (the “Projected MMR Operating Expenses Installment”) equal to one-twelfth (1/12) of the amount by which Projected MMR Operating Expenses for such calendar year exceed the Base MMR Operating Expenses. Until Tenant has received the statement of the Projected MMR Operating Expenses from Landlord for the current calendar year, Tenant shall continue to pay Projected MMR Operating Expenses Installments to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon Tenant’s receipt of such statement of the Projected MMR Operating Expenses for the current calendar year, Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by Tenant as Projected MMR Operating Expenses Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before June 15 (or as soon thereafter as reasonably possible) after the end of each calendar year, showing the Actual MMR Operating Expenses as compared to the Projected MMR Operating Expenses for the preceding calendar year. If Actual MMR Operating Expenses for such calendar year exceed the aggregate of the Projected MMR Operating Expenses Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within thirty (30) days following Tenant’s receipt of such statement,

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the amount of such excess. If Actual MMR Operating Expenses for such calendar year are less than the aggregate of the Projected MMR Operating Expenses Installments collected by Landlord from Tenant, Landlord shall pay to Tenant, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess (or, alternatively, Tenant may elect to credit such amount against amounts due and payable by Tenant under this Lease). Landlord shall have the right from time to time during each calendar year to revise the Projected MMR Operating Expenses and provide Tenant with a revised statement thereof, and thereafter Tenant shall pay Projected MMR Operating Expenses Installments on the basis of the revised statement. If the Effective Date is not the first day of a calendar year, or the expiration or termination date of this Lease is not the last day of a calendar year, then Actual MMR Operating Expenses shall be prorated on a daily basis. The foregoing adjustment provisions shall survive the expiration or termination of the Term.

3.3.4 Landlord agrees to keep books and records reflecting the MMR Operating Expenses in accordance with generally accepted accounting principles. Tenant, at its expense, shall have the right, (i) within eighteen (18) months after receiving Landlord’s statement (the “MMR Operating Expenses Statement”) of Actual MMR Operating Expenses for a particular year, to audit Landlord’s books and records relating to the MMR Operating Expenses for such year if the Actual MMR Operating Expenses exceed the Base MMR Operating Expenses, and (ii) within the first eighteen (18) months following the Commencement Date to audit Landlord’s book and records relating to the Base MMR Operating Expenses. If requested by Tenant, Landlord shall provide Tenant with any audit of the MMR Operating Expenses for such period which has been prepared by a certified public accountant on Landlord’s behalf, or Tenant may elect to conduct such audit. If conducted by Tenant, such audit shall be conducted only during regular business hours at Landlord’s office and only after Tenant gives Landlord fourteen (14) days’ prior written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after the receipt of a final copy thereof by Tenant. No audit shall be conducted at any time that Tenant is in monetary default of any terms of this Lease; provided, however, if Tenant disputes any MMR Operating Expenses set forth in the MMR Operating Expenses Statement which results in a monetary default under this Lease, then Tenant may elect to fund the disputed amount into an escrow account established by Landlord and Tenant in good faith pursuant to a mutually acceptable escrow arrangement. Upon the payment of such disputed amount into such escrow account, Tenant may conduct an audit of MMR Operating Expenses and/or Base MMR Operating Expenses pursuant to the terms and conditions of this Section. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent accounting firm that is not being compensated by Tenant on a contingency fee basis. All information obtained through Tenant’s audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant’s performance of any audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person except (i) upon the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, or (ii) otherwise, if required pursuant to any litigation between Landlord and Tenant related to the facts disclosed by such audit or if required by law. If within such eighteen (18)-month period Tenant does not give Landlord written notice stating in reasonable detail any objection to the statement of Actual MMR Operating Expenses or the Base MMR Operating Expenses, as the case may be, Tenant shall be deemed to have approved such statement in all respects.

3.3.5 For the avoidance of doubt, it is the intent of the parties that this Section 3.3 represents a mechanism only for Landlord’s cost recovery with regard to MMR Operating Expenses, and that there is no intent for Tenant’s payment of MMR Operating Expenses to include any element of profit to Landlord in connection therewith.

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3.4 Building Operating Expenses and Taxes.

3.4.1 For purposes of this Paragraph 3.4, the following definitions and calculations shall apply:

(1) The term “Building Operating Expenses” shall mean all expenses, costs and disbursements of every kind and nature which Landlord shall pay or become obligated to pay because of or in connection with the ownership, operation, maintenance, repair, replacement, protection and security of the Property, determined on an accrual basis in accordance with generally accepted accounting principles, including, without limitation, the following:

(i) Salaries and wages of all employees (general manager and below) engaged in the operation, maintenance and security of the Property, including taxes, insurance and benefits (including pension, retirement and fringe benefits) relating thereto; provided, however, that such costs of employees who do not devote 100% of their time to the Building shall be prorated to reflect the amount of time devoted to the Building and unbudgeted employee bonuses and unbudgeted performance incentives shall be excluded;

(ii) Cost of all supplies and materials used in the operation, maintenance and security of the Property, without mark-up;

(iii) Cost of all water and sewage service supplied to the Property;

(iv) Cost of all maintenance and service agreements for the Property and the equipment therein, including, without limitation, alarm service, parking facilities, security (both on-site and off-site), janitorial service to the common area of the Building, landscaping, fire protection, sprinklers, window cleaning and elevator maintenance;

(v) Cost of all insurance relating to the Property, including the cost of casualty, rental and liability insurance to the extent applicable to the Property and Landlord’s personal property used in connection therewith;

(vi) Cost of repairs and general maintenance, including, without limitation, reasonable depreciation charges applicable to all equipment used in repairing and maintaining the Property, but specifically excluding repairs and general maintenance paid by proceeds of insurance or by Tenant or by other tenants or third parties;

(vii) Cost of capital improvement items, including installation thereof, which are acquired primarily for the purpose of reducing Building Operating Expenses;

(viii) Reasonable management fees paid by Landlord to third parties or to management companies owned by, or management divisions of, Landlord, not to exceed the then prevailing market rate for the management of high quality class A office buildings comparable to the Property;

(ix) Cost of electricity (at Landlord’s actual out-of-pocket costs, without mark-up or surcharge) related to the common areas of the Property; and

(x) Taxes.

To the extent that any Building Operating Expenses are attributable to the Property and other projects of Landlord, a fair and reasonable allocation of such Building Operating Expenses shall be made between the Property and such other projects.

(2) The term “Building Operating Expenses” shall exclude (i) the costs set forth on Exhibit “E” and (ii) MMR Operating Expenses (as defined in Section 3.3.1(1) above).

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(3) The term “Base Building Operating Expenses Rate” shall mean the rate specified in Item 23 of the Basic Lease Information.

(4) The term “Actual Building Operating Expenses” shall mean, with respect to each calendar year during the Term, the actual Building Operating Expenses for such year. The term “Actual Building Operating Expenses Rate” shall mean, with respect to each calendar year during the Term, the Actual Building Operating Expenses attributable to each square foot of rentable area in the Building, and shall be calculated by dividing the Actual Building Operating Expenses by the total number of rentable square feet in the Building. The term “Tenant’s Proportionate Share of Actual Building Operating Expenses” shall mean, with respect to each calendar year during the Term, an amount equal to the product of (i) the amount by which the Actual Building Operating Expenses Rate for such year exceeds (if at all) the Base Building Operating Expenses Rate, multiplied by (ii) the number of rentable square feet in the Premises in such year.

(5) The term “Taxes” shall mean all taxes, assessments and governmental charges (foreseen or unforeseen, general or special, ordinary or extraordinary) whether federal, state, county or municipal and whether levied by taxing districts or authorities presently taxing the Property or by others subsequently created or otherwise, and any other taxes and assessments attributable to the Property or its operation, and all taxes of whatsoever nature that are imposed in substitution for or in lieu of any of the taxes, assessments or other charges herein defined; provided, however, Taxes shall not include taxes paid by tenants of the Property as a separate charge on the value of their leasehold improvements, death taxes, excess profits taxes, franchise taxes and state and federal income taxes, except to the extent imposed in substitution for or in lieu of all or any portion of Taxes.

3.4.2 If the Actual Building Operating Expenses Rate during any calendar year is greater than the Base Building Operating Expenses Rate, Tenant shall be obligated to pay to Landlord as additional rental an amount equal to Tenant’s Proportionate Share of Actual Building Operating Expenses in accordance with the provisions of Section 3.4.3 below. To implement the foregoing, Landlord shall provide to Tenant on or before June 15 (or as soon thereafter as reasonably possible) after the end of the calendar year in which the Effective Date occurs, a statement of the Actual Building Operating Expenses for such calendar year, the Actual Building Operating Expenses Rate for such calendar year, and Tenant’s Proportionate Share of Actual Building Operating Expenses for such calendar year. If the Actual Building Operating Expenses Rate for such calendar year exceeds the Base Building Operating Expenses Rate, Tenant shall pay to Landlord, within thirty (30) days after Tenant’s receipt of such statement, an amount equal to Tenant’s Proportionate Share of Actual Building Operating Expenses for such calendar year.

3.4.3. Beginning with the Effective Date (or as soon thereafter as reasonably possible), Landlord shall provide to Tenant a statement of the projected annual Building Operating Expenses per square foot of rentable area in the Property (the “Projected Building Operating Expenses Rate”). The Projected Building Operating Expenses Rate provided to Tenant under this Lease shall not be greater than the projected Building operating expenses rate provided by Landlord to other tenants of the Building. Tenant shall pay to Landlord on the first day of each month an amount (the “Projected Building Operating Expenses Installment”) equal to one-twelfth (1/12) of the product of (i) the amount by which the Projected Building Operating Expenses Rate for such calendar year exceeds (if at all) the Base Building Operating Expenses Rate, multiplied by (ii) the number of rentable square feet in the Tenant Space on the first day of the prior month. Until Tenant has received the statement of the Projected Building Operating Expenses Rate from Landlord, Tenant shall continue to pay Projected Building Operating Expenses Installments to Landlord in the same amount (if any) as required for the last month of the prior calendar year. Upon Tenant’s receipt of such statement of the Projected Building Operating Expenses Rate, Tenant shall pay to Landlord, or Landlord shall pay to Tenant (whichever is appropriate), the difference between the amount paid by Tenant as Projected Building Operating Expenses Installments prior to receiving such statement and the amount payable by Tenant therefor as set forth in such statement. Landlord shall provide Tenant a statement on or before June 15 (or as soon thereafter as reasonably possible) after the end of each calendar year, showing the Actual Building Operating Expenses Rate as compared to the Projected Building Operating Expenses Rate for such calendar year. If Tenant’s Proportionate Share of Actual

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Building Operating Expenses for such calendar year exceeds the aggregate of the Projected Building Operating Expenses Installments collected by Landlord from Tenant, Tenant shall pay to Landlord, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess. If Tenant’s Proportionate Share of Actual Building Operating Expenses for such calendar year is less than the aggregate of the Projected Building Operating Expenses Installments collected by Landlord from Tenant, Landlord shall pay to Tenant, within thirty (30) days following Tenant’s receipt of such statement, the amount of such excess (or, alternatively, Tenant may elect to credit such amount against amounts due and payable under this Lease). Landlord shall have the right from time to time during each calendar year to revise the Projected Building Operating Expenses Rate and provide Tenant with a revised statement thereof, and thereafter Tenant shall pay Projected Building Operating Expenses Installments on the basis of the revised statement. If the Effective Date is not the first day of a calendar year, or the expiration or termination date of this Lease is not the last day of a calendar year, then Tenant’s Proportionate Share of Actual Building Operating Expenses shall be prorated on a daily basis. The foregoing adjustment provisions shall survive the expiration or termination of the Term.

3.4.4 Notwithstanding any other provision herein to the contrary, it is agreed that if the Building is not ninety-five percent (95%) or more occupied during any calendar year an adjustment shall be made in computing the Actual Building Operating Expenses for such year so that the Actual Building Operating Expenses are computed as though the Building had been ninety-five percent (95%) occupied during such year.

3.4.5 Landlord agrees to keep books and records reflecting the Building Operating Expenses of the Property in accordance with generally accepted accounting principles. Tenant, at its expense, shall have the right (i) within eighteen (18) months after receiving Landlord’s statement (the “Building Operating Expenses Statement”) of Actual Building Operating Expenses for a particular year, to audit Landlord’s books and records relating to the Building Operating Expenses for such year if the Actual Building Operating Expenses Rate exceeds the Base Building Operating Expenses Rate, and (ii) within the first eighteen (18) months following the Commencement Date to audit Landlord’s books and records relating to the Base Building Operating Expenses. If requested by Tenant, Landlord shall provide Tenant with any audit of the Building Operating Expenses and/or Base Building Operating Expenses for such period which has been prepared by a certified public accountant on Landlord’s behalf, or Tenant may elect to conduct such audit. If conducted by Tenant, such audit shall be conducted only during regular business hours at Landlord’s office and only after Tenant gives Landlord fourteen (14) days’ prior written notice. Tenant shall deliver to Landlord a copy of the results of such audit within fifteen (15) days after the receipt of a final copy thereof by Tenant. No audit shall be conducted at any time that Tenant is in monetary default of any terms of this Lease; provided, however, if Tenant disputes any Building Operating Expenses set forth on the Building Operating Expenses Statement which results in a monetary default under this Lease, then Tenant may elect to fund the disputed amount into an escrow account established by Landlord and Tenant in good faith pursuant to a mutually acceptable escrow arrangement. Upon the payment of such disputed amount into such escrow account, Tenant may conduct an audit of Building Operating Expenses and/or Base Building Operating Expenses pursuant to the terms and conditions of this Section. No subtenant shall have any right to conduct an audit and no assignee shall conduct an audit for any period during which such assignee was not in possession of the Tenant Space. Such audit must be conducted by an independent accounting firm that is not being compensated by Tenant on a contingency fee basis. All information obtained through Tenant’s audit with respect to financial matters (including, without limitation, costs, expenses, income) and any other matters pertaining to Landlord and/or the Property as well as any compromise, settlement, or adjustment reached between Landlord and Tenant relative to the results of the audit shall be held in strict confidence by Tenant and its officers, agents, and employees; and Tenant shall cause its auditor and any of its officers, agents, and employees to be similarly bound. As a condition precedent to Tenant’s performance of any audit, Tenant must deliver to Landlord a signed covenant from the auditor in a form reasonably satisfactory to Landlord acknowledging that all of the results of such audit as well as any compromise, settlement, or adjustment reached between Landlord and Tenant shall be held in strict confidence and shall not be revealed in any manner to any person except (i) upon the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion, or (ii) otherwise, if required pursuant to any litigation between Landlord and Tenant related to the facts disclosed by such audit or if required by law. If within such eighteen (18)-month period Tenant

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does not give Landlord written notice stating in reasonable detail any objection to the statement of Actual Building Operating Expenses or the Base Building Operating Expenses, as the case may be, Tenant shall be deemed to have approved such statement in all respects.

3.4.6 For the avoidance of doubt, it is the intent of the parties that this Section 3.4 represents a mechanism only for Landlord’s cost recovery with regard to Building Operating Expenses, and that there is no intent for Tenant’s payment of Building Operating Expenses to include any element of profit to Landlord in connection therewith.

3.5 Payments Generally. Base Rent, all forms of Additional Rent (defined in this Section 3.5, below) payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tenant shall (i) each constitute rent payable hereunder (and shall sometimes collectively be referred to herein as “Rent”), (ii) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States without any abatement, offset or deduction whatsoever (except as specifically provided otherwise herein), and (iii) be payable to Landlord at the address of Landlord specified in Item 16 of the Basic Lease Information (or to such other person or to such other place as Landlord may from time to time designate in writing to Tenant). No receipt of money by Landlord from Tenant after the termination of this Lease, the service of any notice, the commencement of any suit, or a final judgment for possession shall reinstate, continue or extend the Term of this Lease or affect any such notice, demand, suit or judgment. No partial payment by Tenant shall be deemed to be other than on account of the full amount otherwise due, nor shall any endorsement or statement on any check or any letter accompanying any check or payment be deemed an accord and satisfaction, and Landlord shall be entitled to accept such payment without compromise or prejudice to any of the rights of Landlord hereunder or under any Applicable Laws (defined in Section 6.4.1, below). In the event that the Effective Date or the Expiration Date (or the date of any earlier termination of this Lease) falls on a date other than the first or last day of a calendar month, respectively, the Rent payable for such partial calendar month shall be calculated on a per diem basis determined by dividing such Rent by the number thirty (30) and multiplying such amount by the number of days remaining in such calendar month. For purposes of this Lease, all amounts (other than Base Rent) payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, shall constitute “Additional Rent.”

3.6 Late Payments. Tenant hereby acknowledges and agrees that the late payment by Tenant to Landlord of Base Rent or Additional Rent (or any other any sums due hereunder) will cause Landlord to incur administrative costs not contemplated under this Lease and other damages, the exact amount of which would be extremely difficult or impractical to fix. Landlord and Tenant agree that if Landlord does not receive any such payment on or before the date that is five (5) business days after the date on which such payment is due (a “Late Charge Delinquency”), Tenant shall pay to Landlord, as Additional Rent, a late charge (“Late Charge”) equal to five percent (5%) of the amount overdue to cover such additional administrative costs and damages. Notwithstanding the foregoing, Landlord agrees to waive the Late Charge for two (2) late payments hereunder during any consecutive twelve (12) calendar month period during the Term provided such late payment is paid in full within five (5) business days after delivery of written notice of such delinquency. Landlord’s acceptance of any Late Charge pursuant to this Section 3.6, shall not be deemed to constitute a waiver of Tenant’s default with respect to the overdue amount, nor prevent Landlord from exercising any of the other rights and remedies available to Landlord hereunder or under any Applicable Laws.

3.7 Electrical Power. Tenant shall pay for all electricity provided to and/or used in the Tenant Space. An electrical metering device (or electrical metering devices) (collectively, the “Electrical Metering Equipment”) compatible with Landlord’s energy management system for monitoring electricity provided to and/or used in the Tenant Space shall be installed by Landlord prior to the Effective Date at Landlord’s sole cost and expense (without reimbursement by Tenant). Landlord shall bill Tenant monthly for the actual cost to Landlord, without mark-up or surcharge, of all electricity provided to and/or used in the Tenant Space based upon actual measurements of the Electrical Metering Equipment (the “Power Payment”). Tenant shall pay the Power Payment to Landlord, as Additional Rent, within thirty (30) days of delivery of such Power Payment invoice.

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4. TAX ON TENANT’S EQUIPMENT; OTHER TAXES.

4.1 Equipment Taxes. Tenant shall be liable for and shall pay before delinquency (and Tenant hereby indemnifies and holds Landlord harmless from and against any Claims (defined in Section 14.2, below) arising out of, in connection with, or in any manner related to, all governmental fees, taxes, tariffs and other charges levied directly or indirectly against any personal property, fixtures, machinery, equipment, apparatus, systems, connections, interconnections and appurtenances owned by Tenant (or its subtenants and licensees) located in or used by Tenant in or in connection with the Tenant Space. If any such taxes for which Tenant is liable are levied or assessed against Landlord or Landlord’s property, and if Landlord elects to pay the same, Tenant shall pay to Landlord as Additional Rent, within thirty (30) days of Landlord’s demand therefor, that part of such taxes for which Tenant is liable hereunder after Landlord provides Tenant with reasonable documentation evidencing such taxes.

4.2 Additional Taxes. Tenant shall pay to Landlord, as Additional Rent and within thirty (30) days of Landlord’s demand therefor, and in such manner and at such times as Landlord shall direct from time to time by written notice to Tenant, any excise, sales, privilege or other tax, assessment or other charge (other than income or franchise taxes) imposed, assessed or levied by any governmental or quasi-governmental authority or agency upon Landlord on account of (i) the Rent (and other amounts) payable by Tenant hereunder (or any other benefit received by Landlord hereunder), including, without limitation, any gross receipts tax, license fee or excise tax levied by any governmental authority, (ii) this Lease, Landlord’s business as a lessor hereunder, and the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Tenant Space (including, without limitation, any applicable possessory interest taxes), (iii) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Tenant Space, or (iv) otherwise in respect of or as a result of the agreement or relationship of Landlord and Tenant hereunder; provided, however, that the foregoing taxes shall not include taxes paid by Tenant or other tenants of the Property as a separate charge on the value of their leasehold improvements, death taxes, excess profits taxes, franchise taxes and state and federal income taxes, except to the extent imposed in substitution for or in lieu of all or any portion of such taxes.

5. GUARANTY. The payment and performance of the Rent, the Additional Rent and the other liabilities and obligations of Tenant hereunder are guaranteed by Guarantor (defined in Item 3 of the Basic Lease Provisions) under the Guaranty in the form attached hereto as Exhibit “F”.

6. USE; SERVICES TO BE PROVIDED BY TENANT.

6.1 Permitted Use. Tenant shall use the Tenant Space only for the purpose (the “Permitted Use”) of the operation of a meet-me room and the provision of MMR Services to MMR Subtenants and ancillary office and administrative purposes of Tenant (but not any MMR Subtenant), and for no other purpose. Notwithstanding anything in this Lease to the contrary, Tenant may not permit an MMR Subtenant (other than Existing Tenants or Retained Tenants) to occupy more than 200 usable square feet of the Tenant Space without Landlord’s prior written approval, which approval may be withheld in Landlord’s sole discretion; provided, however, that Tenant shall not be in violation of this restriction if Tenant enters into more than one MMR Sublease covering more than 200 usable square feet in the aggregate with the same MMR Subtenant within the Premises to accommodate growth or expansion of such MMR Subtenant in the ordinary course after execution of its initial MMR Sublease provided that each individual MMR Sublease with such MMR Subtenant does not exceed 200 usable square feet and does not contain an expansion option.

6.2 Services to be Provided by Tenant; Tenant Standard of Operation. Tenant shall be responsible for providing all tenant improvements and leasing commissions (but excluding any outstanding commissions for Existing MMR Leases) with respect to all tenants of the Tenant Space (except Retained MMR Tenants) and providing (to the extent not existing on the Effective Date) and maintaining all required MMR Services for each user of any portion of the Tenant Space (including, without limitation, preparation of MMR Subleases, service, support and billing and collection of amounts due); provided, however, existing agreements between Landlord and current users of any portion of the Tenant Space which are not

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assigned to Tenant pursuant to Section 10.7 below will continue to be billed by Landlord to such users, and amounts collected by Landlord from such users will be credited against Tenant’s monetary obligations under this Lease pursuant to Item 11 of the Basic Lease Information. Tenant covenants and agrees to lease and operate the Tenant Space in accordance with the Tenant Standard of Operation throughout the Term of this Lease and to provide MMR Services to MMR Subtenants and Retained MMR Tenants in a non-discriminatory manner. At Landlord’s request, Tenant will provide copper handoffs of circuits for Landlord’s datacenter premises in the Building at Tenant’s initial expense. In such event, Landlord agrees to pay Tenant a reasonable market monthly charge therefor, or Landlord may elect to have Landlord’s customer contract directly with Tenant for such service at a reasonable market monthly charge.

6.3 Building Rules and Regulations. Tenant’s Permitted Use shall be subject to, and Tenant, and Tenant’s licensees and subtenants and their respective employees, agents and invitees shall comply fully with all requirements of, the Building Rules and Regulations. Landlord shall at all times have the right to change such rules and regulations or to amend or supplement them in such manner as may be deemed (by Landlord in the exercise of its sole but good faith discretion) advisable for the safety, care and cleanliness of the Tenant Space, the Building and the Property and for preservation of good order therein, all of which Building Rules and Regulations, as changed, amended, and/or supplemented from time to time, shall be fully carried out and strictly observed by Tenant. Tenant shall further be responsible for the compliance with such Building Rules and Regulations (as the same may be changed, amended and/or supplemented from time to time as provided in this Section 6.3) by Tenant’s licensees and subtenants and their respective employees, agents and invitees. Landlord shall apply the Building Rules and Regulations uniformly to the tenants of the Building. Notwithstanding the foregoing, (i) in the event of a conflict between the Building Rules and Regulations and this Lease, the provisions of this Lease shall prevail and (ii) the Building Rules and Regulations (and any revisions thereto) shall not materially adversely affect any of Tenant’s rights under this Lease or the business operations of the users and occupants of the Tenant Space.

6.4 Compliance with Laws; Hazardous Materials.

6.4.1 Compliance with Laws. Except as otherwise expressly provided in Section 8.1, Tenant, at Tenant’s sole cost and expense, shall timely take all action required to cause the Tenant Space to comply in all respects with all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental authority having jurisdiction (including without limitation any certificate of occupancy), and all covenants, conditions and restrictions affecting the Property now or in the future applicable to the Tenant Space (collectively, “Applicable Laws”) and with all rules, orders, regulations and requirements of any applicable fire rating bureau or other organization performing a similar function. Tenant shall not use the Tenant Space, or permit the Tenant Space to be used, in any manner, or do or suffer any act in or about the Tenant Space which: (i) violates or conflicts with any Applicable Law; (ii) causes or is reasonably likely to cause damage to the Property, the Building, the Tenant Space or the Building and/or Property systems and equipment, including, without limitation, all fire/life safety, electrical, HVAC, plumbing or sprinkler, access control (including, without limitation, Landlord’s Access Control Systems), mechanical, telecommunications, elevator and escalator systems and equipment (collectively, the “Building Systems”); (iii) will invalidate or otherwise violates a requirement or condition of any fire, extended coverage or any other insurance policy covering the Property, the Building, and/or the Tenant Space, or the property located therein, or will increase the cost of any of the same (unless, at Landlord’s election, Landlord permits an activity which will cause an increase in any such insurance rates on the condition that Tenant shall agree in writing to pay any such increase to Landlord immediately upon demand as Additional Rent); (iv) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Building or the Property, or any equipment, facilities or systems of any such Tenant; (v) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, telephone, or other communication signals by antennae or other facilities located at the Property; (vi) amounts to (or results in) the commission of waste in the Tenant Space, the Building or the Property; (vii) violates the Building Rules and Regulations (as the same may be enacted or amended in accordance with the provisions of this Lease); or (viii) other than the Permitted Use. Tenant shall be responsible for any losses, costs or damages in the event that unauthorized parties gain access to the Tenant Space or the Building through access cards, keys or other access devices provided to Tenant by Landlord.

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Tenant shall promptly upon demand reimburse Landlord as additional rent for any additional premium charged for any insurance policy by reason of Tenant’s failure to comply with the provisions of this Section 6.4. Landlord hereby represents and warrants that to the best of Landlord’s actual knowledge, without any independent inquiry or investigation, the Premises are in compliance with all applicable federal, state, county and municipal laws, orders and regulations having jurisdiction and all regulations of any board of fire underwriters having jurisdiction. As used herein, the phrase “Landlord’s actual knowledge” or similar phrase shall mean the actual current knowledge as of the date of this Lease of (i) Christopher Crosby, Senior Vice President of Digital Realty Trust, Inc., (ii) James R. Trout, Senior Vice President of Digital Realty Trust, Inc., (iii) the Building’s general manager, and (iv) the Building’s chief engineer.

6.4.2 Hazardous Materials. No Hazardous Materials (defined below) shall be Handled (defined below) upon, about, in, at, above or beneath the Tenant Space or any portion of the Building or the Property by or on behalf of Tenant, its Transferees (defined in Section 10.1, below), MMR Subtenants or their respective contractors, clients, officers, directors, employees, representatives, licensees, agents, or invitees (the “Tenant Parties”). Notwithstanding the foregoing, normal quantities of those Hazardous Materials customarily used in the conduct of the Permitted Use (including without limitation batteries and equipment for back-up power) may be used at the Tenant Space without Landlord’s prior written consent, but only in compliance with all applicable Environmental Laws (defined below) and only in a manner consistent with Institutional Owner Practices (defined in Section 8.3, below). “Environmental Laws” shall mean and include all now and hereafter existing Applicable Laws regulating, relating to, or imposing liability or standards of conduct concerning public health and safety or the environment. “Hazardous Materials” shall mean and include: (1) any material or substance: (i) which is defined or becomes defined as a “hazardous substance,” “hazardous waste,” “infectious waste,” “chemical mixture or substance,” or “air pollutant” under Environmental Laws; (ii) containing petroleum, crude oil or any fraction thereof; (iii) containing polychlorinated biphenyls (PCB’s); (iv) asbestos, asbestos-containing materials or presumed asbestos-containing materials (collectively, “ACM”); (v) which is radioactive; (vi) which is infectious; or (2) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics, and are defined, or become defined by any Environmental Law. “Handle,” “Handled,” or “Handling” shall mean any installation, handling, generation, storage, treatment, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity of any type in connection with or involving Hazardous Materials. Landlord hereby represents and warrants that to the best of Landlord’s actual knowledge (as defined in Section 6.4.1.), without any independent inquiry or investigation, the Premises do not contain any Hazardous Materials at levels or in conditions that are in violation of applicable Environmental Laws.

6.4.3 Structural Load. Tenant shall not place a load upon the Premises exceeding the number of pounds of live load per square foot specified in Exhibit “K”. Any cabinets, cages or partitions installed by Tenant shall be included in the calculation of the live load.

7. SERVICES TO BE PROVIDED BY LANDLORD.

7.1 Services to be Provided by Landlord. Landlord shall furnish to the common areas of the Building the following services during the Term:

(1) Air conditioning and heating in season, Monday through Friday from 8:00 a.m. to 6:00 p.m., and on Saturday from 9:00 a.m. to 1:00 p.m., at such temperatures and in such amounts as are considered by Landlord to be standard.

(2) Water at those points of supply provided for general use.

(3) Elevators for ingress to and egress from the Building as may in the judgment of Landlord be reasonably required. Landlord may reasonably limit the number of elevators in operation after usual and customary business hours and on Saturday afternoons, Sundays and legal holidays, but at all times at least one (1) elevator in the Building shall be in operation.

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(4) Replacement of fluorescent lamps and incandescent bulb replacement in all public areas.

(5) The operation of a check-in desk at the Building’s main entrance twenty-four (24) hours per day, seven (7) days per week, access control to the Premises from the common area hallway, and video surveillance cameras located inside the Premises (collectively, “Landlord’s Access Control Systems”). Landlord disclaims any and all other responsibility or, obligation to provide additional access control (or any security) to the Building, the Tenant Space, or any portion of any of the above. Landlord reserves the right, to be exercised by Landlord in its sole and absolute discretion, but without assuming any duty, to institute additional access control measures in order to further control and regulate access to the Building or any part thereof. Landlord shall not, under any circumstances, be responsible for providing or supplying security services to the Tenant Space or any part of the Building in excess of the Landlord’s Access Control Systems expressly set forth in this Section 7.1 (and Landlord shall not under any circumstances be deemed to have agreed to provide any services in excess of the above specified Landlord’s Access Control Systems). Tenant may install, at its sole cost and expense, its own security system for the Tenant Space.

(6) Property management services.

7.2 Electricity. Landlord shall furnish electricity to the Tenant Space in accordance with the Premises Specifications. In the event that Tenant shall require and Landlord shall deliver to the Tenant Space electricity in excess of that which Landlord is to provide in accordance with the Premises Specifications, Tenant shall pay to Landlord as Additional Rent, upon demand, Landlord’s then prevailing charge for provision of additional electrical power to tenant spaces in the Building. The obligation of Landlord to provide electricity to the Tenant Space shall be subject to the rules and regulations of the supplier of such electricity and of any governmental authorities regulating providers of electricity. Subject to Landlord’s reasonable approval and Tenant’s compliance with Section 8.3 below, Tenant may install, at Tenant’s sole cost and expense, additional emergency, supplemental or back-up power systems (“Additional Back-Up Power”) for use in the Tenant Space. If the installation of Additional Back-Up Power requires an expansion of the Ancillary Space, Tenant shall pay to Landlord Landlord’s then Building-standard charge for such additional Ancillary Space.

7.3 Interruption of Services. Landlord shall not be liable or responsible to Tenant for any loss, damage or expense of any type which Tenant may sustain or incur if the quantity or character of the electric service is changed, is no longer available, or is no longer suitable for Tenant’s requirements. No interruption or malfunction of any electrical or other service (including, without limitation, heating ventilation and air conditioning “HVAC”) to the Tenant Space (or to any other portion of the Building or Property) shall, in any event, (i) constitute an eviction or disturbance of Tenant’s use and possession of the Tenant Space, (ii) constitute a breach by Landlord of any of Landlord’s obligations under this Lease, (iii) render Landlord liable for damages of any type or entitle Tenant to be relieved from any of Tenant’s obligations under this Lease (including the obligation to pay Base Rent, Additional Rent, or other charges), (iv) grant Tenant any right of setoff or recoupment, (v) provide Tenant with any right to terminate this Lease, or (vi) make Landlord liable for any injury to or interference with Tenant’s business or any punitive, incidental or consequential damages (of any type), whether foreseeable or not, whether arising from or relating to the making of or failure to make any repairs, alterations or improvements, or whether arising from or related to the provision of or failure to provide for or to restore any service in or to any portion of the Property, the Building or the Tenant Space. In the event of any interruption, however, Landlord shall employ commercially reasonable efforts to restore such service or cause the same to be restored in any circumstances in which such restoration is within the reasonable control of Landlord, and to the extent the interruption at issue was caused by any action of Tenant, such restoration shall be performed at Tenant’s expense. Notwithstanding the foregoing, if such interruption was not caused by Tenant or Tenant’s employees, agents, invitees or contractors and Tenant and/or its licensees or subtenants are prevented from making reasonable use of the Tenant Space because of the unavailability of any such service, Tenant shall, as its exclusive remedy therefor, be entitled to an abatement of one days’ Base Rent, MMR Operating Expenses and Tenant’s Proportionate Share of Actual Building Operating Expenses for each day (or part thereof) that Tenant is so prevented from making reasonable use of the Tenant Space. For example, if such

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interruption continues for 1 minute, one day’s Base Rent shall be abated; if such interruption continues for a consecutive period of one day and 3 minutes, two days’ Base Rent, MMR Operating Expenses and Tenant’s Proportionate Share of Actual Building Operating Expenses shall be abated. The maximum rent abatement for any single day regardless of the number or length of interruptions in such day shall not exceed one day’s Base Rent, MMR Operating Expenses and Tenant’s Proportionate Share of Actual Building Operating Expenses. For example, if such interruption occurs for 53 minutes, service is restored but such interruption occurs again within the same day, the rent abatement for such day shall be one day’s Base Rent, MMR Operating Expenses and Tenant’s Proportionate Share of Actual Building Operating Expenses.

8. MAINTENANCE; ALTERATIONS.

8.1 Landlord Maintenance. Except as otherwise expressly provided in this Section 8.1, Landlord shall have no repair and maintenance obligations in connection with the Tenant Space. Landlord shall repair and maintain in good condition, repair and working order (i) the heating, air conditioning and ventilation system (“HVAC”), and the systems dedicated to the Premises, including, but not limited to the systems more particularly described in Premises Specifications shown on Exhibit “D” (collectively, the “Dedicated Equipment”), (ii) floors and walls, foundation, exterior walls and roof of the Building; (iii) the public and other common areas within the Building; (iv) Landlord’s Access Control Systems; and (iv) the equipment providing the services described in Section 7,1 (collectively, “Landlord Repair Obligations”), Landlord shall use commercially reasonable efforts to (i) maintain the Meel-Me Room temperature within the range specified in Item 4(a) of Exhibit “K” and (ii) maintain the Meet-Me Room relative humidity within the range specified in Item 4(b) of Exhibit “K”. In the event Landlord fails to perform the Landlord Repair Obligations, Tenant shall give notice to Landlord of the nature of such repair needs and Landlord shall commence such repairs within ten (10) days (or in the case of an emergency, twenty-four (24) hours) following receipt of such written notice; and Landlord shall not be responsible in any way for failure to make any repairs unless Landlord fails to commence the repairs within such time periods and/or to diligently pursue the completion thereof. Landlord shall provide Tenant with Landlord’s current preventative maintenance schedule and will use commercially reasonable efforts to give Tenant notice of any material changes in such schedule as far in advance as is reasonably required by Tenant. Although Landlord will use reasonable efforts to substantially adhere to the maintenance schedule provided to Tenant, Tenant acknowledges that Landlord may deviate from such schedule. During the Term, Tenant shall have the right to confirm Landlord’s compliance with Landlord’s maintenance schedule by inspecting Landlord’s books and records with respect thereto (“Books and Records”), interviewing Landlord’s relevant employees or contractors, and visually inspecting the related equipment (collectively, “Tenant’s Maintenance Inspection”), but in no event more frequently than twice in a twelve(12)-month period during the Term, unless a prior inspection during the previous twelve (12)-month period shall have revealed a failure of Landlord to comply with such schedules. Tenant shall exercise the foregoing right by delivering prior written notice (“Tenant’s Inspection Notice”) to Landlord of Tenant’s intent to perform Tenant’s Maintenance Inspection, detailing the equipment for which the Books and Records are requested and/or which Tenant wishes to visually inspect. Any visual inspection shall be performed during Landlord’s normal business hours at a time reasonably designated by Landlord. Landlord shall respond to Tenant’s request to perform an inspection within five (5) business days after receipt of Tenant’s Inspection Notice by delivering to Tenant copies of the requested Books and Records and, if a request for an interview or a visual inspection is included in Tenant’s Inspection Notice, designating the time at which Tenant may perform its interview or visual inspection. If Tenant’s inspection reveals that Landlord is delinquent in complying with Landlord’s maintenance schedule, Tenant shall deliver written notice to Landlord of such delinquency including reasonable detail of such delinquency, and Landlord shall cure such delinquency within the time allowed Landlord pursuant to Section 16.1 of this Lease, failing which Landlord shall be in default of its obligations hereunder.

8.1.1 Tenant’s Maintenance Right. If, after notice from Tenant of the need for repairs which are Landlord Repair Obligations, Landlord fails to promptly commence and diligently pursue such requested repairs within the time periods required in Section 8.1, Tenant may, but shall not be obligated to, cause such repairs to be done, as Tenant deems reasonably necessary, and Landlord shall pay to Tenant all reasonable out-of-pocket, third-party costs incurred by Tenant in effectuating such repair.

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8.2 Tenant’s Maintenance. During the Term of this Lease, Tenant shall, at Tenant’s sole cost and expense, maintain the Tenant Space, the Premises’ common area cable management systems comprised of ladder racks, fiber trays, under-floor cable trays and other similar equipment installed for the benefit of all tenants of the Premises, the Additional Back-Up Power, and Tenant’s equipment therein in a clean, sightly, safe and good order and clean condition (and in at least as good order and clean condition as when Tenant took possession), ordinary wear and tear excepted. Notwithstanding the foregoing, Landlord shall keep the Landlord Interconnection Facilities in clean, sightly, safe and good order and clean condition at Landlord’s sole cost and expense (without reimbursement from Tenant).

8.2.1 Landlord’s Maintenance Right. If Tenant fails to perform its covenants of maintenance and repair hereunder and such failure constitutes an Event of Default, or if Tenant or any of Tenant’s technicians or representatives physically damages the Property, the Building, the Tenant Space, or any portion of any of the above, or the personal property of any other tenant or occupant, Landlord may, but shall not be obligated to, perform all necessary or appropriate maintenance and repair, and any amounts expended by Landlord in connection therewith, plus an administrative charge of ten percent (10%), shall be reimbursed by Tenant to Landlord as additional rent within thirty (30) days after Landlord’s demand therefor. For avoidance of doubt, nothing contained in this Section 8.2.1 is intended to limit Landlord’s self-help right in the event of a Self-Help Right Triggering Event (as defined in Section 15.4).

8.3 Alterations. Notwithstanding any provision in this Lease to the contrary, Tenant shall not make or cause to be made any alterations, additions, improvements or replacements to the Tenant Space or any other portion of the Building or Property (collectively, “Alterations”) without the prior written consent and approval of Landlord, which consent and approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Landlord’s consent shall not be required to make nonstructural interior alterations in the Premises for typical build-outs, including, without limitation, cabinets, cages, cable management and other customary installations, repairs, maintenance, and removals of equipment and telecommunication cables within the Tenant Space, if and to the extent that such installations, repairs, maintenance, and removals are (i) usual customary within the industry, (ii) are of a type and extent which are customarily permitted to be made without consent by landlords acting consistently with Institutional Owner Practices (defined below) leasing similar space for similar uses to similar tenants, (iii) in compliance with non-discriminatory Building Rules and Regulations, and (iv) will not affect the Building’s structure, the provision of services to other Building tenants, or the Building’s electrical, plumbing, HVAC, life safety or mechanical systems. For purposes hereof, “Institutional Owner Practices” shall mean practices that are consistent with the practices of the majority of the institutional owners of institutional grade, first-class data center or telecommunications projects in the United States of America. In addition, Tenant shall have the right to make HVAC, electrical plant and other material alterations which affect the structural elements of the Premises and/or the building systems (but not distribution systems) serving the Premises with the prior written approval of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Contractors performing alterations will be subject to the reasonable approval of Landlord and must comply with reasonable, nondiscriminatory Building Rules and Regulations, including, without limitation, maintenance of insurance coverage. Landlord shall provide timely notices to Tenant of all Building-level engineering and construction, power upgrades, and other structural changes that could reasonably be expected to materially affect the Tenant Space, and Tenant shall have the right to comment upon and participate in such decisions prior to their implementation, but without any approval or veto rights.

8.4 Removal of Cable, Wiring and Connecting Lines. Tenant agrees that, upon the expiration or earlier termination of this Lease, Tenant (or, failing which a contractor designated by Landlord) shall, at Landlord’s election, and at Tenant’s sole cost and expense, promptly remove any or all Tenant’s Personal Property (defined below) identified by Landlord for removal in such election, and shall restore those portions of the Building and/or the Tenant Space damaged by such removal of (or by the initial installation of) such Tenant’s Personal Property to their condition immediately prior to the installation or placement of such items. If Tenant fails to promptly remove any such Tenant’s Personal Property pursuant to this Section 8.4, Landlord shall have the right to remove such Tenant’s Personal Property and to restore those portions of the Building and/or the Tenant Space damaged by such removal to their condition immediately prior to the installation or placement of such Tenant’s Personal Property, in

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which case Tenant agrees to reimburse Landlord within thirty (30) days of Landlord’s demand therefor, for all of Landlord’s costs of removal and restoration plus an administrative fee equal to ten percent (10%) of such cost; provided, however, Tenant shall not have any responsibility to reimburse Landlord for such removal costs (or any administrative fees thereon) if the incoming tenant to the Building and/or Tenant Space pays for or otherwise causes such removal costs to be funded (e.g, through a tenant improvement allowance). For purposes hereof, “Tenant’s Personal Property” shall mean, collectively, all cable, wiring, connecting lines, and other installations, equipment or property installed or placed by or for on behalf of Tenant anywhere in the Building and/or the Tenant Space.

9. CASUALTY; EMINENT DOMAIN; INSURANCE.

9.1 Casualty; Eminent Domain.

9.1.1 Casualty. If at any time during the Term of this Lease, a material portion of the Building or the Premises shall be (i) damaged or destroyed by fire or other casualty (a “Casualty”) or (ii) taken under the power of eminent domain or condemned by any competent authority for any public or quasi-public use or purpose, or sold to prevent the exercise thereof (a “Taking”), then Landlord shall have the right to elect, in Landlord’s sole and absolute discretion, to either (a) terminate this Lease by delivery of written notice (a “Termination Notice”) thereof to Tenant or (b) to continue this Lease, in which case, Landlord shall repair and reconstruct the Tenant Space to substantially the same condition in which they existed immediately prior to such Casualty or Taking. If Landlord elects to terminate this Lease and Landlord repairs and/or reconstructs the Building, Landlord may not operate or permit another entity to operate a meet-me room in the Building for five (5) years following the Casualty or Taking. If as a result of the Casualty, the Tenant Space is unfit for use by Tenant in the ordinary conduct of Tenant’s business (as reasonably determined by Tenant) and actually is not used by Tenant, then Landlord shall provide written notice (the “Restoration Notice”) to Tenant as soon as practicable after the Casualty of the period of time (the “Stated Restoration Period”) which shall be required for the repair and restoration of the Building to permit use of the Tenant Space in the ordinary conduct of Tenant’s business and Tenant shall have the right, at its election, (i) to terminate this Lease if (a) the Stated Restoration Period shall be in excess of one hundred eighty (180) days following the Casualty or Taking, (b) fewer than twenty-four (24) months remain in the Term as of the date of the Taking or Casualty, or (c) fewer than twelve (12) months would remain in the Term upon the expiration of the Stated Restoration Period, and Tenant terminates this Lease with written notice thereof to Landlord within thirty (30) days following delivery of the Restoration Notice, or (ii) to terminate the Lease if Landlord shall fail within the Stated Restoration Period to complete the repair and restoration of the Building necessary to allow Tenant’s use of the Tenant Space in the ordinary conduct of Tenant’s business and Tenant delivers written notice of such termination to Landlord within thirty (30) days following the expiration of the restoration deadline. For purposes of the foregoing sentence, the Term shall be determined as if Tenant had exercised any Renewal Option then granted to Tenant.

9.1.2 Base Rent Abatement. In the event that this Lease is terminated as herein permitted, Landlord shall refund to Tenant any prepaid Base Rent less any sum then owing Landlord by Tenant. Landlord shall not be obligated to carry insurance on Tenant’s personal property within the Tenant Space. If this Lease is not terminated as provided in Section 9.1.1 above, Base Rent shall abate proportionately during the period and to the extent that the Tenant Space is unfit for use by Tenant in the ordinary conduct of Tenant’s business (as reasonably determined by Tenant) and actually is not used by Tenant, Landlord shall promptly commence the repair of the damage caused by such Casualty or Taking and thereafter diligently prosecute such repair to completion, subject to Force Majeure, including, without limitation, delays arising from shortages of labor or material, delay in obtaining government approvals or other conditions beyond Landlord’s reasonable control. Landlord shall take commercially reasonable measures to mitigate delays arising from Force Majeure events.

9.1.3 Tenant’s Remedy. Tenant’s right to file a separate claim in the event of a Taking, as provided in Section 9.1.5 below, and Tenant’s termination right and Base Rent abatement, to the extent provided above in this Article 9, shall be Tenant’s sole remedies in the event of a Casualty or Taking, and Tenant shall not be entitled to any compensation or damages for loss of, or interference with, Tenant’s

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business or use or access of all or any part of the Tenant Space resulting from any such damage, repair, reconstruction or restoration; provided, however, that notwithstanding anything to the contrary herein, if any Casualty is caused by the active negligence or omission or willful misconduct of Tenant or any Tenant Party, Tenant shall not be entitled to terminate this Lease under Section 9.1.1 and there shall be no abatement of any Base Rent (or any other Rent or other amounts) due hereunder.

9.1.4 Waiver. Landlord and Tenant agree that the provisions of this Article 9 and the remaining provisions of this Lease shall exclusively govern the rights and obligations of the parties with respect to any and all damage to, or destruction of, all or any portion of the Tenant Space, the Building or the Property, and/or any Taking thereof, and each Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect.

9.1.5 Separate Claim. In the event of a Taking, all sums awarded or agreed upon between Landlord and the condemning authority, whether as damages or as compensation, will be the property of Landlord. Tenant may present its own claim for damages against the condemning authority on account of the unamortized cost of leasehold improvements paid for by Tenant taken by the condemning authority and for damages to, or condemnation of, furniture, trade fixtures and equipment and such other installations as Tenant shall be unable to remove from the Tenant Space (but only to the extent that the terms and provisions of this Lease provide that such items will remain the property of Tenant upon the termination of this Lease), and the reimbursement of Tenant’s cost in moving and relocating Tenant’s personal property, trade fixtures and equipment and other installations to which Tenant shall be entitled and is able to remove from the Tenant Space and such other claims Tenant may have against the condemning authority for the value of the leasehold estate taken and Tenant may retain any separate award made by the condemning authority to Tenant, but only to the extent Tenant’s claim does not diminish Landlord’s claim against the condemning authority.

9.2 Tenant’s Insurance. Tenant shall, at Tenant’s expense, procure and maintain throughout the Term of this Lease a policy or policies of insurance in accordance with the terms and requirements set forth in Exhibit “B” to this Lease. Tenant hereby waives its rights against the Landlord Group (as defined in Item 19 of the Basic Lease Information, above) with respect to any claims or damages or losses (including any claims for bodily injury to persons and/or damage to property) which are caused by or result from (i) risks insured against under any insurance policy carried by Tenant at the time of such claim, damage, loss or injury, or (ii) risks which would have been covered under any insurance required to be obtained and maintained by Tenant under this Lease had such insurance been obtained and maintained as required. The foregoing waivers shall be in addition to, and not a limitation of, any other waivers or releases contained in this Lease; provided, however, the foregoing waivers shall not apply to any claims, damages or losses arising from or related to the gross negligence or willful misconduct of Landlord or any member of the Landlord Group.

10. ASSIGNMENT AND SUBLETTING.

10.1 Restrictions on Transfers. Except as provided in Section 10.2, Tenant shall not assign this Lease, nor enter any other agreement to transfer, mortgage, pledge, hypothecate, encumber or permit a lien to attach to its interest under this Lease (any such assignment or the like may sometimes be referred to herein as a “Transfer” and any person or entity to whom a Transfer is made or sought to be made is referred to herein as a “Transferee”), without Landlord’s express prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Except as provided in Section 10.2, no Transfer {whether voluntary, involuntary or by operation of law) shall be valid or effective without Landlord’s prior written consent and, at Landlord’s election, any Transfer or attempted Transfer shall constitute an Event of Default of this Lease.

10.2 Permitted Transfers. Notwithstanding anything to the contrary in this Lease, Tenant may, without the consent of Landlord, assign its interests in this Lease to (i) an Affiliate of Tenant Parent, or (ii) any assignee in the business of providing MMR Services which acquires all or substantially all of the business of Tenant Parent whether by stock purchase, asset purchase or other transfer, (iii) any public

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offering of the securities of Tenant Parent, or (iv) any merger or combination of Tenant Parent, Tenant and/or any parent entity of the foregoing (each, a “Permitted Transfer”). For purposes of the foregoing, a sale of those assets of Tenant Parent and the Tel^x Affiliates that generates ninety percent (90%) or more of the aggregate gross revenues of Tenant Parent and the Tel^x Affiliates for the last full Tenant Parent fiscal year prior to any such sale shall be deemed to constitute a sale of “substantially all” of the assets of Tenant Parent and the Tel^x Affiliates. In the event Tenant Parent and Tenant assign their rights and interest in and to this Lease, directly or indirectly, to an assignee permitted with the prior written consent of Landlord under clause (ii) above, and the parent entity of such assignee (or another creditworthy entity reasonably satisfactory to Landlord) assumes the obligations of Tenant Parent and Tenant in writing by an assumption agreement in form reasonably satisfactory to Landlord, Tenant Parent and Tenant shall be released from liability thereafter accruing under this Lease, including the Guaranty.

10.3 MMR Subleases. Notwithstanding anything herein to the contrary, Tenant may, without Landlord’s consent, but subject to Section 6.1, license or sublease portions of the Premises to parties (each a “Permitted Subtenant” and collectively, the “Permitted Subtenants”), for the placement and maintenance of computer, switch and/or communications equipment and connections with the communications cable and facilities of other tenants in the Premises or the Building. Each MMR Sublease shall be subject to the terms and conditions of this Lease and the Building’s Rules and Regulations. The rent or other amount payable to Tenant pursuant to each MMR Sublease shall not be based in whole or in part on the income or profits of any person from the Property.

10.4 Transfer Notice to Landlord. If Tenant desires to make any Transfer (other than a Permitted Transfer), then at least twenty (20) days prior to the proposed effective date of the proposed Transfer, Tenant shall submit to Landlord a written request (a “Transfer Notice”) for Landlord’s consent, which notice shall include: (i) a statement containing: (a) the name and address of the proposed Transferee; (b) current, certified financial statements of the proposed Transferee, and any other information and materials (including, without limitation, credit reports, business plans, operating history, bank and character references) required by Landlord to assist Landlord in reviewing the financial responsibility, character, and reputation of the proposed Transferee; (c) all of the principal terms of the proposed Transfer; and (d) such other information and materials as Landlord may reasonably request (and if Landlord requests such additional information or materials, the Transfer Notice shall not be deemed to have been received until Landlord receives such additional information or materials) and (ii) one (1) original of the proposed assignment or other Transfer setting forth the major economic terms thereof on a form reasonably approved by Landlord and four (4) originals of the Landlord’s standard form of “Assignment and Assumption of Lease and Consent” or other Transfer documentation executed by Tenant and the proposed Transferee. If Tenant modifies any of the terms and conditions relevant to a proposed Transfer specified in the Transfer Notice, Tenant shall re-submit such Transfer Notice to Landlord for its consent pursuant to all of the terms and conditions of this Article 10.

10.5 No Release; Subsequent Transfers. Except as expressly provided in Section 10.2, no Transfer will release Tenant from Tenant’s obligations under this Lease, alter the primary liability of Tenant to pay the Rent and to perform all other obligations to be performed by Tenant hereunder, or will release Guarantor from Guarantor’s obligations under the Guaranty. In no event shall the acceptance of any payment by Landlord from any other person be deemed to be a waiver by Landlord of any provision hereof. Consent by Landlord to one Transfer will not be deemed consent to any subsequent Transfer. In the event of breach by any Transferee of Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against such Transferee or successor. The voluntary or other surrender of this Lease by Tenant or a mutual termination thereof shall not work as a merger and shall, at the option of Landlord, either (i) terminate all and any existing agreements effecting a Transfer, or (ii) operate as an assignment to Landlord of Tenant’s interest under any or all such agreements.

10.6 Landlord’s Rights Relating to Assignee or Subtenant. Each assignee must assume all obligations under this Lease, and each subtenant must confirm that its sublease is subject and subordinate to this Lease. Receipt by Landlord of rent from any assignee, subtenant or occupant of the Premises or any part thereof shall not be deemed a release of Tenant under this Lease. In the event that, following an assignment

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or subletting, this Lease or the rights and obligations of Tenant hereunder are terminated for any reason, including without limitation in connection with default by or bankruptcy of Tenant, Landlord may, at its sole option, consider this Lease to be thereafter a direct lease to the assignee or subtenant of Tenant upon the terms and conditions contained in this Lease, unless Landlord has executed a separate recognition agreement with such assignee or subtenant, in which case the provisions of such recognition agreement shall prevail over contradictory provisions of this Lease.

10.7 Existing MMR Leases/Retained Leases. It is the intent of Landlord and Tenant to cooperate in good faith to attempt to cause (i) all Existing MMR Tenants with premises only in the Premises to be assigned to Tenant and (ii) all Existing MMR Tenants with premises in the Premises and also leasing other space in the Building (except tenants solely using Landlord’s Interconnections Facilities) to enter into a new segregated MMR Sublease with respect to the applicable portion of the Premises leased by such Existing MMR Tenant. Landlord and Tenant agree to use commercially reasonable efforts to obtain necessary approvals from the Building lenders and the Existing MMR Tenants to effectuate the foregoing transfers. Such efforts shall include, without limitation, the execution of recognition agreements between Landlord and Existing MMR Tenants as provided in Section 10.9 below. If, despite the party’s exercise of commercially reasonable efforts, the requisite approvals required to effect a transfer of an Existing MMR Lease to Tenant has not been obtained by March 31, 2007, then such Existing MMR Lease (each, a “Retained MMR Lease”) shall be retained by Landlord for the duration of its existing term. Landlord shall not issue any approvals, consents or agree to any amendments, modifications, renewals or extensions of any such Retained MMR Lease without Tenant’s prior written consent, which consent may not be unreasonably withheld, but which may be conditioned upon requiring the tenant under such Retained MMR Lease (the “Retained MMR Tenant”) to consent to an assignment or transfer of its Retained MMR Lease from Landlord to Tenant. Notwithstanding the foregoing, if a Retained MMR Lease contains an expansion and/or renewal option and Landlord, after using commercially reasonable efforts, is unable to convince such Retained MMR Tenant to enter into a MMR Sublease with Tenant, then Landlord may renew and/or expand such Retained MMR Lease in accordance with its terms. All Retained DLR Tenant Revenue shall be credited against Base Rent and Percentage Rent payable by Tenant to Landlord in accordance with Item 11 of the Basic Lease Information.

10.8 Retained MMR Tenant Default.

10.8.1 Upon a Retained MMR-Only Tenant’s failure to pay amounts owed under its Retained MMR Lease with respect to the Premises or any other material default by a Retained MMR-Only Tenant under such Retained MMR Lease, Landlord shall exercise commercially reasonable remedies at the direction of Tenant, including without limitation, proceeding against the assets of such Retained MMR Tenant located in the Premises to the extent directed by Tenant and permitted under the applicable Retained MMR Lease and Applicable Laws.

10.8.2 Upon a Retained Building/MMR Tenant’s failure to pay amounts owed under its Retained MMR Lease or any other default by a Retained Building/MMR Tenant under such Retained MMR Lease, Landlord shall exercise commercially reasonable remedies and shall make an equitable division of any amounts received from such Retained Building/MMR Tenant in accordance with the ratio of the outstanding rent and other amounts owed by such Retained Building/MMR Tenant with respect to (i) the Premises and (ii) the other premises leased by such Retained Building/MMR Tenant pursuant to the Retained MMR Lease.

10.9 Recognition Agreements. Upon Tenant’s request, Landlord shall enter into a commercially reasonable agreement to recognize the MMR Subleases of Tenant’s MMR Subtenants in the Building (including, without limitation, any Existing Tenant considering a new MMR Sublease with Tenant).

11. ESTOPPEL CERTIFICATES.

11.1 Estoppel Certificate By Tenant. At any time and from time to time, within ten (10) business days after written request by Landlord, Tenant shall execute, acknowledge and deliver to Landlord a statement in writing certifying all matters reasonably requested by Landlord or any current or prospective

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purchaser, Holder of any Security Document, ground lessor or master lessor. Tenant acknowledges and agrees that it understands that any statement delivered (or to be delivered) pursuant to this Section 11.1 may be relied upon by any prospective purchaser of the Building or the Property or by any prospective mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Property.

11.2 Estoppel Certificate By Landlord. At any time and from time to time, within ten (10) business days after written request by Tenant, Landlord shall execute, acknowledge and deliver to Tenant a statement in writing certifying all matters reasonably requested by Tenant or any current or prospective purchaser, assignee, lender or investor of Tenant. Tenant may require that any estoppel certificate given by Landlord be in the form of Exhibit “P”. Landlord acknowledges and agrees that it understands that any statement delivered (or to be delivered) pursuant to this Section 11.2 may be relied upon by any prospective assignee, lender or investor of Tenant.

12. SUBORDINATION AND ATTORNMENT; LENDER RIGHTS.

12.1 Subordination and Attornment. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Property or any portion thereof, or any lessor of a ground or underlying lease with respect to the Property or any portion thereof (any such mortgagee, beneficiary or lessor, a “Holder”), this Lease will be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Property; (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed for which the Property or any portion thereof; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust (collectively, “Security Documents”) which may now exist or hereafter be executed which constitute a lien upon or affect the Property or any portion thereof, or Landlord’s interest and estate in any of said items. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such Security Documents to this Lease. In the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building or the Tenant Space by reason of any termination or foreclosure of any such Security Documents (and notwithstanding any subordination of such Security Document to this Lease that may or may not have occurred), at the election of Landlord’s successor in interest, Tenant and each MMR Subtenant agrees to attorn to and become the tenant or subtenant, as the case may be, of such successor, in which event Tenant’s and each MMR Subtenant’s right to possession of the Property will not be disturbed as long as Tenant and/or such MMR Subtenant is not in Default under this Lease. Tenant and each MMR Subtenant hereby waives any right under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder and/or the obligations of any MMR Subtenant under any MMR Sublease in the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building or the Tenant Space by reason of any termination or foreclosure of any such Security Documents. Tenant and each MMR Subtenant covenants and agrees to execute and deliver, within ten (10) days of receipt thereof, and in the form reasonably required by Landlord or in the standard form required by any Holder, any additional documents evidencing the priority or subordination of this Lease and Tenant’s agreement to attorn with respect to any such Security Document; provided, however, any such agreement subordinating this Lease to such lease, mortgage or deed of trust shall contain a nondisturbance provision in the standard form of such Holder.

12.2 Mortgage and Ground Lessor Protection. Tenant agrees to give each Holder, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has been notified in writing of the address of such Holder (hereafter, a “Noticed Holder”). Tenant further agrees that if Landlord shall have failed to cure such default within thirty (30) days after such notice to Landlord (or if such default cannot be cured or corrected within that time, then within such additional time as may be necessary if Landlord has commenced such cure within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such default), then prior to Tenant pursuing any termination remedy for such default provided hereunder, at law or in equity, any Noticed Holder shall have an additional thirty (30) days within which to cure or correct

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such default (or if such default cannot reasonably be cured or corrected within that time, then such additional time as may be necessary if the Noticed Holder has commenced within such thirty (30) days and is diligently pursuing the remedies or steps necessary to cure or correct such default).

12.3 SNDA. At any time that the Building is made subject to any Security Document(s), Landlord shall use commercially reasonable good faith efforts to cause the mortgagee and any lessor (whether under a ground or master lease) to deliver to Tenant a commercially reasonable subordination, attornment and non-disturbance agreement for the benefit of Tenant (the “SNDA”), providing that so long as Tenant is not in default under this Lease after the expiration of any applicable notice and cure periods, Tenant may remain in possession of the Tenant Space under the terms of this Lease, even if the mortgagee or its successor should acquire Landlord’s title to the Building. Further, with respect to all Security Document(s) presently encumbering the Building, Landlord shall use commercially reasonable good faith efforts to cause the mortgagee and any lessor (whether under a ground or master lease) to deliver to Tenant and all MMR Subtenants commercially reasonable SNDAs, providing that so long as Tenant (or the applicable MMR Subtenant) is not in default under this Lease after the expiration of any applicable notice and cure periods, Tenant (or the applicable MMR Subtenant) may remain in possession of the Tenant Space under the terms of this Lease (or the MMR Subtenant may remain in possession of the space leased pursuant to the MMR Sublease), even if the mortgagee or its successor should acquire Landlord’s title to the Building.

13. SURRENDER OF TENANT SPACE; HOLDING OVER.

13.1 Tenant’s Method of Surrender. Upon the expiration of the Term of this Lease, or upon any earlier termination of this Lease, Tenant shall, subject to the provisions of this Article 13, quit and surrender possession of the Tenant Space to Landlord in good order and clean condition, reasonable wear and tear excepted. If Tenant fails to surrender the Tenant Space within sixty (60) days following the expiration or any earlier termination of this Lease in accordance with the terms of this Lease, then Tenant shall indemnify, protect, defend and hold Landlord harmless from, and shall reimburse Landlord for its first-party losses, costs and expenses in connection with, all Claims (including, without limitation, costs and expenses incurred by Landlord in returning the Tenant Space to the condition in which Tenant was to surrender and claims made by any succeeding tenant founded on or resulting from Tenant’s failure to surrender the Tenant Space) arising out of or in any manner relating to such failure to quit and surrender possession of the Tenant Space to Landlord in the condition required hereunder upon such date.

13.2 Disposal of Tenant’s Personal Property. If any property not belonging to Landlord remains in the Tenant Space after the expiration of or any earlier termination of the Term of this Lease, and Tenant fails to remove such property within seventy-five (75) days after written notice to Tenant, Tenant shall be deemed to have authorized Landlord to make such disposition of such property as Landlord may desire without liability for compensation or damages to Tenant in the event that such property is the property of Tenant; and in the event that such property is the property of someone other than Tenant, Tenant shall indemnify and hold Landlord harmless from all Claims arising out of, in connection with, or in any manner related to any removal, exercise or dominion over and/or disposition of such property by Landlord. Tenant shall pay to Landlord Base Rent at the holdover rates set forth in Section 13.3 below during such time as any property not belonging to Landlord remains in the Tenant Space after the expiration or earlier termination of the Term of this Lease.

13.3 Holding Over. If Tenant should remain in possession of all or any portion of the Tenant Space after the expiration of the Term of this Lease (or any earlier termination of this Lease), without the execution by Landlord and Tenant of a new lease or an extension of this Lease, then Tenant shall be deemed to be occupying the entire Tenant Space as a tenant-at-sufferance, upon all of the terms contained herein, except as to term and Base Rent and any other provision reasonably determined by Landlord to be inapplicable. During any such holdover period, Tenant shall pay to Landlord (A) monthly Base Rent in an amount equal to (i) one hundred twenty-five percent (125%) with respect to the first sixty (60) days of such holdover, (ii) one hundred fifty percent (150%) with respect to the next thirty (30) days of such holdover, and (iii) two hundred percent (200%) thereafter, of the Base Rent payable by Tenant to Landlord during the last month of the Term of this Lease, plus (B) one hundred percent (100%) of the Additional Rent payable

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by Tenant to Landlord during the last month of the Term of this Lease. The monthly rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof nor any acceptance by Landlord of any rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord’s rights or remedies with respect to such holdover. Notwithstanding any provision to the contrary contained herein, (a) Landlord expressly reserves the right to require Tenant to surrender possession of the Tenant Space no later than sixty (60) days after the expiration of the Term of this Lease or earlier termination hereof or at any time during any holdover after the first sixty (60) days thereof and the right to assert any remedy at law or in equity to evict Tenant and collect damages in connection with any such holdover, (b) Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims (including, without limitation, all lost profits and other consequential damages, attorneys’ fees, consultants’ fees and court costs incurred or suffered by or asserted against Landlord) arising out of or in any manner related to Tenant’s failure to surrender the Tenant Space on the expiration or earlier termination of this Lease in accordance with the provisions of this Lease, and (c) Tenant shall pay to Landlord Base Rent at the holdover rates set forth in this Section 13.3 from the first day following the expiration or earlier termination of this Lease through the entire period of such holdover.

13.4 Survival. The provisions of Article 13 shall survive the expiration or early termination of this Lease.

14. WAIVER OF CLAIMS; INDEMNITY.

14.1 Waiver. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of, and to the fullest extent permitted by law, waives all claims it may have against the Landlord Group (as defined in Item 19 of the Basic Lease Information) for damage to or loss of property (including, without limitation, loss of profits and intangible property) or personal injury or loss of life or other damages of any kind resulting from the Building, the Tenant Space or any part thereof becoming out of repair, by reason of any repair or alteration thereof, or resulting from any accident within the Property, the Building, the Tenant Space or on or about any space adjoining the same, or resulting directly or indirectly from any act or omission of any person, or due to any condition, design or defect of the Property, the Building, the Tenant Space or any space adjoining the same, or the mechanical systems of the Building or the Premises, which may exist or occur, whether such damage, loss or injury results from conditions arising upon the Tenant Space or upon other portions of the Property, the Building or from other sources or places, and regardless of whether the cause of such damage, loss or injury or the means of repairing the same is accessible to Tenant; provided, however, that such assumption and waiver shall not apply to the extent such claims are determined by a court of competent jurisdiction to have been proximately caused the gross negligence or willful misconduct of Landlord. Tenant agrees that Landlord will not have any responsibility or liability for any damage to Tenant’s equipment or interruption of Tenant’s operations which is caused by any other tenant or occupant of the Premises, the Building or the Property or the employees, agents, contractors, technicians, representatives, or invitees of any such tenant or occupant.

14.2 Indemnification.

14.2.1 Tenant’s Indemnification. Subject to Sections 9.1.4, Tenant hereby agrees to indemnify, defend, and hold harmless Landlord and the Landlord Group from and against (and to reimburse Landlord and the Landlord Group) for any and all claims, actions, suits, proceedings, losses, damages (including, without limitation, any form of consequential damages included in third-party claims), obligations, liabilities, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees, legal costs, and other costs and expenses of defending against any claims, actions, suits, or proceedings) (collectively, “Claims”) asserted by third parties against Landlord or the Landlord Group arising from, in connection with, or in any manner relating to (or alleged to arise from, to be in connection with, or to be in any manner related to) the use or occupancy of the Tenant Space, the Building or the Property by Tenant or any person claiming by, through or under Tenant, its partners, and their respective officers, agents, servants or employees of Tenant or any such person (collectively, “Tenant Parties”); provided, however, Tenant’s indemnification, defense and hold harmless obligations under this Section

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shall not extend to Claims covered by Landlord’s indemnity of Tenant in Section 14.2.2 below. Tenant’s obligations under this Section 14.2.1 shall survive the expiration or termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Tenant Space and the Building. Notwithstanding any provision to the contrary contained in this Section 14.2.1, nothing contained in this Section 14.2.1 shall be interpreted or used in any way to affect, limit, reduce or abrogate any insurance coverage provided by any insurer to either Tenant or Landlord. This indemnity provision shall survive the termination or expiration of this Lease. Landlord shall provide Tenant with timely notice of any such claim and Tenant shall have the opportunity to defend the claim with its counsel or its insurer’s counsel.

14.2.2 Landlord’s Indemnification. Subject to Sections 9.1.4, 9.2, and 14.1, Landlord shall defend, indemnify, and hold harmless Tenant and the Tenant Parties (and to reimburse Tenant and any Tenant Parties) from and against all third-party Claims arising from, in connection with, or in any manner relating to (or alleged to arise from, to be in connection with, or to be in any manner related to) any occurrence in the common areas of the Property, any wrongful lock-out of Tenant (or any MMR Subtenant or Tenant Party) from the Premises, or the negligence or willful misconduct of Landlord, any member of the Landlord Group, any Affiliate of Landlord or any of their respective agents, contractors, employees or representatives; provided, however, such indemnification shall not extend to Claims covered by Tenant’s indemnity of Landlord in Section 14.2.1 above. In the event that any action or proceeding is brought against Tenant or any member of the Tenant Parties by reason of any such Claim, Landlord upon notice from Tenant shall defend such action or proceeding at Landlord’s cost and expense by counsel reasonably approved by Tenant. Landlord’s obligations under this Section 14.2.2 shall survive the expiration or termination of this Lease as to any matters arising prior to such expiration or termination or prior to Tenant’s vacation of the Tenant Space and the Building. This indemnity provision shall survive the termination or expiration of this Lease.

14.3 Liens. Notwithstanding anything to the contrary herein, in no event shall Tenant have any right (express or implied) to create or permit there to be established any lien or encumbrance of any nature against the Tenant Space, the Building or the Property or against Landlord’s or Tenant’s interest therein or hereunder, including, without limitation, for any improvement or improvements by Tenant, and Tenant shall fully pay the cost of any improvement or improvements made or contracted for by Tenant. Any mechanic’s lien filed against the Tenant Space, the Building or the Property, or any portion of any of the above, for work claimed to have been done, or materials claimed to have been furnished to Tenant, shall be duly discharged by Tenant within ten (10) business days after the filing of the lien.

15. TENANT DEFAULT.

15.1 Events of Default By Tenant. Each of the following acts or omissions of Tenant or occurrences shall constitute an “Event of Default”:

15.1.1 Any failure or refusal by Tenant to timely pay any Rent or any other payments or charges required to be paid hereunder, or any portion thereof, within five (5) business days of notice that the same is due; provided, however, that Landlord shall not be required to send such written notice to Tenant more than twice in any twelve (12)-month period and after two (2) such written notices, Landlord shall have no obligation to give Tenant written notice of any subsequent default during the remainder of such twelve (12)-month period and Tenant’s failure or refusal to timely pay Rent or other sums hereunder when due during the remainder of such twelve (12)-month period shall constitute an Event of Default.

15.1.2 Any failure by Tenant to perform or observe any other covenant or condition of this Lease if such failure continues for a period of ten (10) days following written notice to Tenant of such failure; provided, however, that in the event Tenant’s failure to perform or observe any covenant or condition of this Lease to be performed or observed by Tenant cannot reasonably be cured within ten (10) days following written notice to Tenant, Tenant shall not be in default if Tenant commences to cure same within the ten (10)-day period and thereafter diligently prosecutes the curing thereof to completion within thirty (30) days following such written notice; provided, however, that Landlord shall not be required to send such written notice to Tenant more than three (3) times in any twelve (12)-month period for the same

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non-monetary default and after three (3) such written notices for the same non-monetary default, Landlord shall have no obligation to give Tenant written notice of the same non-monetary default during the remainder of such twelve (12)-month period and such third same non-monetary default shall, at the election of Landlord, constitute an Event of Default without further notice and opportunity to cure.

15.1.3 The filing or execution or occurrence of any one of the following: (i) a petition in bankruptcy or other insolvency proceeding by or against Tenant, (ii) petition or answer seeking relief under any provision of the Bankruptcy Act, (iii) an assignment for the benefit of creditors, (iv) a petition or other proceeding by or against Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any of Tenant’s property which proceeding or appointment is not dismissed within ninety (90) days, or (v) a proceeding by any governmental authority for the dissolution or liquidation of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, which proceeding is not dismissed within ninety (90) days.

15.1.4 Any Event of Default by Tenant under Section 15.1.1 in an amount equal to or greater than $200,000.00, and/or any Event of Default by one or more other Tel^x Tenants under any other MMR Lease which, when aggregated with any Event of Default by Tenant under Section 15,1.1, is in an amount equal to or greater than $200,000.00 (any such event, a “Material Monetary Default”) which is not cured within ten (10) days following written notice (a “Cross-Default Notice”) from Landlord to Tenant and all other Tel^x Tenants that Landlord intends to exercise its Cross-Default Remedy (as defined and limited as provided in Section 15.3); provided, however, if either Landlord sells the Building to a party that is not an Affiliate of Tenant or Tenant assigns its interest in this Lease to a party that is not an Affiliate of Tenant in accordance with the provisions of Section 10.2, then, in any such event, this Section 15.1.4 shall be null and void and of no further force and effect; provided, further, however, if Tenant assigns its interest in this Lease to a party that is not an Affiliate of Tenant in accordance with the provisions of Section 10.2 and another Tel^x Tenant assigns its interest in its MMR Lease to the same or a party that is not an Affiliate of such Tenant assignee, this Section 15.1.4 shall remain in effect as to Landlord and such assignees, but shall be of no further force or effect as to Landlord, Tenant and the other Tel^x Tenants.

15.1.5 Any Event of Default by Tel^x Parent under the Operating Agreement; provided, however, if either Landlord sells the Building to a party that is not an Affiliate of Landlord or Tenant assigns its interest in this Lease to a party that is not an Affiliate of Tenant in accordance with the provisions of Section 10.2, then, in any such event, this Section 15.1.5 shall be null and void and of no further force and effect.

In the event Tenant Parent or Tenant in good faith disputes a written notice of non-monetary default (including without limitation, the failure of Tenant to maintain the Tenant Standard of Operation) under Section 15.2 of this Lease, either Tenant or Landlord may initiate the Dispute Resolution Procedures and each agree to be bound thereby.

The parties hereto acknowledge and agree that all of the notice periods provided in this Section 15.1 are in lieu of, and not in addition to, the notice requirements of any Applicable Laws.

15.2 Remedies. Upon the occurrence of any Event of Default by Tenant, Landlord shall have, in addition to any other remedies available to Landlord at law or in equity, the option to pursue any one or more of the remedies described in Section 1 of Exhibit “C” attached hereto and incorporated herein by this reference, each and all of which shall, subject to applicable law, be cumulative and nonexclusive, without any notice or demand whatsoever (and all of the other provisions of Section 1 of Exhibit “C” shall apply to an Event of Default by Tenant hereunder).

15.3 Cross-Default Remedy. If a Material Monetary Default occurs under Section 15.1.4, Landlord shall deliver the Cross-Default Notice to Tenant and all other Tel^x Tenants and follow the other provisions of this Section 15.3 prior to the exercise of the Cross-Default Remedy. The Cross-Default Notice is in addition to the notice required under Section 15.1 of this Lease and is in addition to all notices of monetary default required under any other MMR Lease. In the event Tenant Parent, Tenant or any other Tel^x Tenant acting in good faith (i) disputes the fact that a Material Monetary Default has occurred or the

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amounts claimed by the applicable DLR Landlord, (ii) pays all amounts not in dispute to the applicable DLR Landlord, (iii) pays all amounts in dispute into an escrow with an escrow agent reasonably satisfactory to Landlord and Tenant to be held pursuant to the verms of an escrow agreement reasonably satisfactory to Landlord and Tenant, and (iv) initiates the Dispute Resolution Procedures set forth on Exhibit “J”, each within ten (10) days following delivery of the Cross-Default Notice, neither Landlord nor any other DLR Landlord shall have the right to exercise the Cross-Default Remedy until ten (10) days following the conclusion of the Dispute Resolution Procedures and the failure of Tenant Parent, Tenant and/or any other Tel^x Tenant to pay (or cause to be paid from such escrow) all amounts determined to be due to Landlord and/or the other DLR Landlords as a result of the Dispute Resolution Procedures. If within ten (10) days following the conclusion of the Dispute Resolution Procedures, Tel^x, Tenant and/or any other Tel^x Tenant fails to pay (or cause to be paid from such escrow) any amount determined to be due to Landlord and/or any other DLR Landlord as a result of the Dispute Resolution Procedures, Landlord and the other DLR Landlords may exercise the Cross-Default Remedy. As used herein, the Cross-Defauit Remedy is the right of Landlord to pursue any remedy available to Landlord under Section 15.2 of this Lease and the concurrent right of each other DLR Landlord to pursue any remedy available to such DLR Landlord under its MMR Lease.

15.4 Landlord’s Self-Help Right. If a Self-Help Right Triggering Event (defined below) occurs, and Tenant fails to commence to cure such Self-Help Right Triggering Event within twenty-four (24) hours and diligently pursue and complete such cure, Landlord shall have the right to cure such Self-Help Right Triggering Event, and shall be entitled to be reimbursed by Tenant for the reasonable costs incurred in effectuating such cure upon demand, together with an additional service charge of fifteen percent (15%). In curing any Self-Help Right Triggering Event, Landlord shall use commercially reasonable efforts to effect such cure in a manner that complies with the reasonable rules, regulations and procedures that Tenant has enacted with respect to the use and operation of the Building’s Meet-Me Room. As used herein, the term “Self-Help Right Triggering Event” shall mean (i) an emergency, the curing of which is Tenant’s responsibility under this Lease, or (ii) Landlord’s receipt of a legitimate complaint, as determined by Landlord following the procedure set forth below, from a tenant of the Building that Tenant, by act or omission, is materially interfering with such tenant’s use of the Premises pursuant to such tenant’s permitted use. Upon receipt of a complaint which Landlord, acting in good faith, believes to be legitimate, Landlord shall give notice to Tenant of such complaint and unless Tenant responds within twenty-four (24) hours that the applicable MMR Subtenant is in monetary default of its agreements with Tenant, such complaint shall be deemed to be legitimate and shall constitute a Self-Help Right Triggering Event. If such complaint is legitimate, or is deemed to be legitimate, and Tenant fails to commence to cure within such twenty-four (24)-hour period, Landlord shall have the self-help right described above.

16. LIMITATION OF LANDLORD’S LIABILITY.

16.1 Landlord Default. In the event that Landlord shall fail to perform any obligation of Landlord to be performed under this Lease, Tenant’s sole and exclusive remedy for any such failure shall be an action for money damages, specific performance and/or injunctive relief (Tenant hereby waiving the benefit of any laws granting Tenant a lien upon the property of Landlord and/or upon rental due Landlord or granting Tenant a right to terminate this Lease upon a default by Landlord); provided, however, that Landlord shall not be in default hereunder (and Tenant shall have no right to pursue any such claim for damages in connection with any such failure) unless and until Tenant shall have delivered to Landlord a written notice specifying such default with particularity, and Landlord shall thereafter have failed to cure such default within thirty (30) days (or, if the nature of Landlord’s obligation is such that more than thirty (30) days are reasonably required for its performance, then not unless Landlord shall have failed to commence such performance of such cure within such thirty (30) day period and thereafter diligently pursue the same to completion). Notwithstanding the foregoing, in the event of a Landlord obligation which materially adversely affects Tenant’s use of the Tenant Space for the Permitted Use, Landlord shall commence to perform such obligation within ten (10) business days (or in the case of an emergency, twenty-four (24) hours) of receipt of Tenant’s written notice. Unless and until Landlord shall have so failed 10 so cure any such failure after such notice, Tenant shall not have any remedy or cause of action by reason thereof. All obligations of Landlord hereunder will be construed as covenants, not conditions; and all such obligations will be binding upon Landlord only during the period of Landlord’s possession of the Building and not thereafter.

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16.2 Landlord’s Liability. In consideration of the benefits accruing under this Lease to Tenant and notwithstanding anything to the contrary in this Lease or in any exhibits, riders, amendments, or addenda to this Lease (collectively, the “Lease Documents”), it is expressly understood and agreed by and between the parties to this Lease that: (i) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to (a) any actual or alleged breach or breaches by or on the part of Landlord of any representation, warranty, covenant, undertaking or agreement contained in any of the Lease Documents, or (b) any matter relating to Tenant’s occupancy of the Tenant Space (collectively, the “Landlord’s Lease Undertakings”), shall be limited solely to an amount equal to the lesser of (1) Landlord’s interest in the Property, and (2) the equity interest Landlord would have had in the Property if the Building and the Land were encumbered by independent secured financing equal to eighty percent (80%) of the value of the Property; (ii) Tenant shall have no recourse against any other assets of the Landlord Group (as defined in the Basic Lease Information); (iii) except to the extent of Landlord’s interest in the Property, no personal liability or personal responsibility of any sort with respect to any of Landlord’s Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against, the Landlord Group, and (d) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost economic opportunities or any form of consequential damage as the result of any actual or alleged breach of Landlord of Landlord’s Lease Undertakings. Notwithstanding anything in this Lease to the contrary but subject to the provisions of Sections 13.1 and 13.3 of this Lease, at no time shall Tenant be responsible or liable to Landlord for any lost profits, lost economic opportunities or any form of consequential damage as the result of any actual or alleged breach by Tenant of Tenant’s covenants, duties or obligations under this Lease.

16.3 Transfer of Landlord’s Interest. Landlord shall have the right, from time to time, to assign its interest in this Lease in whole or, to a direct or indirect wholly owned subsidiary of DLR, in part. Notwithstanding the foregoing, in connection with any assignment in part to a wholly-owned subsidiary, (i) Landlord shall provide a written notice to Tenant specifying the rights and obligations so assigned and (ii) Landlord shall guaranty the performance of the obligations assigned to such wholly-owned subsidiary; provided, however, Landlord’s maximum liability under such guaranty shall not exceed the maximum liability it would have had under this Lease if such obligations had not been assigned. Landlord and each successor to Landlord shall be fully released from the performance of Landlord’s obligations under the Lease Documents and the Operating Agreement insofar as it affects the Building and this Lease (but no other DLR Landlord is released from its obligations under any other MMR Lease or the Operating Agreement) upon their transfer of Landlord’s interest in the Property to a third party provided that Landlord’s transferee assumes all of Landlord’s obligations under the Lease Documents. Provided that Landlord’s transferee assumes all obligations of Landlord under the Lease Documents, Landlord shall not be liable for any obligation under the Lease Documents after a transfer of its interest in the Property and Tenant agrees to look solely to the responsibility of the successor in interest of Landlord in and to this Lease for all obligations and liabilities accruing on or after the date of such transfer. If any security has been given by Tenant to secure the faithful performance of any of the covenants of this Lease, Landlord may transfer or deliver said security, as such, to Landlord’s successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security.

17. MISCELLANEOUS

17.1 Severability. If any provision of this Lease is determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Lease shall not be affected thereby.

17.2 Performance. The covenants and obligations of Tenant pursuant to this Lease shall be independent of performance by Landlord of the covenants and obligations of Landlord pursuant to this Lease. Tenant’s performance of each of its obligations under this Lease shall be a condition precedent to the duty of Landlord to perform its obligations hereunder.

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17.3 Attorneys’ Fees and Costs. If either Landlord or Tenant initiates any litigation, mediation, arbitration or other proceeding regarding the enforcement, construction or interpretation of this Lease, then the non-prevailing party shall pay the prevailing party’s attorneys’ fees and costs (including, without limitation, all expense reimbursements, expert witness fees and litigation costs). In addition, if it should otherwise be necessary or proper for Landlord to consult an attorney concerning the review of instruments requested by Tenant, such as waivers of Landlord’s statutory or contractual landlord’s lien, non- disturbance agreements and instruments evidencing a proposed Transfer, or for the purpose of collecting Rent or otherwise seeking enforcement against Tenant, or any of its assigns, of Tenant’s obligations under this Lease, Tenant agrees to pay to Landlord its actual attorneys’ fees whether suit be brought or not to the extent such fees exceed $500.00. Should Landlord be made a party to any litigation instituted by Tenant against a party other than Landlord, or by a third party against Tenant, Tenant shall indemnify, hold harmless and defend Landlord from any and all Claims arising out or, in connection with, or in any manner related to such litigation.

17.4 Waiver of Right to Jury Trial. IN ORDER TO LIMIT THE COST OF RESOLVING ANY DISPUTES BETWEEN THE PARTIES, AND AS A MATERIAL INDUCEMENT TO EACH PARTY TO ENTER INTO THIS LEASE, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH EXPRESSLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF, IN CONNECTION WITH, OR IN ANY MANNER RELATED TO THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES. THE FILING OF A CROSS-COMPLAINT BY ONE AGAINST THE OTHER IS SUFFICIENT TO MAKE THE PARTIES “ADVERSE.”

17.5 Headings; Time; Survival. The headings of the Articles and Sections of this Lease are for convenience only and do not define, limit or construe the contents thereof. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. Each of the parties hereto acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. In all instances where Tenant is required to pay any sum or do any act at a particular indicated time or within an indicated period, it is understood that time is of the essence. Any obligations of Tenant accruing prior to the expiration of this Lease shall survive the termination of this Lease, and Tenant shall promptly perform all such obligations whether or not this Lease has expired.

17.6 Notices. Any notice which may or shall be given under the provisions of this Lease shall be in writing and may be delivered by (i) by hand delivery or personal service, (ii) by a reputable overnight courier service which provides evidence of delivery, or (iii) by telecopy (so long as a confirming copy is forwarded by a reputable overnight courier service within twenty-four (24) hours thereafter), if for Landlord, to the Building office and at the address specified in Item 15 of the Basic Lease Information, or if for Tenant, at the address specified in Item 2 of the Basic Lease Provisions, and, if a Cross-Default Notice under Section 15.1.4, to each other DLR Landlord and each other Tel^x Tenant at the address specified in each other MMR Lease, or at such other addresses as either party may have theretofore specified by written notice delivered in accordance herewith. Such address may be changed from time to time by either party by giving notice as provided herein. Notice shall be deemed given, (a) when delivered (if delivered by hand or personal service), (b) if sent by a reputable overnight courier service, on the business day immediately following the business day on which it was sent, or (c) the date the telecopy is transmitted. If the term Tenant as used in this Lease refers to more than one (1) person and/or entity, and notice given as aforesaid to any one of such persons and/or entities shall be deemed to have been duly given to Tenant. Notwithstanding any provision of this Lease to the contrary, in the case where statutory law requires that any notice, notice to quit or pay rent, summons or complaint (or any other form of writing required in connection with the assertion of rights against Tenant, the enforcement of Tenant’s obligations under this Lease or the termination of Tenant’s rights hereunder) (collectively, “Statutory Written Notices or Complaints”) must be delivered or served in a particular form, delivered to or served on Tenant through delivery to or service on a particular representative of Tenant, delivered or served in a particular manner (or by a particular method), for purposes of determining compliance with such applicable statutory

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requirements, the time, manner or method of delivery of all such Statutory Written Notices or Complaints delivered to or served on all of the Tenant addressees for notices listed in Item 2 of the Basic Lease Information (other than the timing, manner and/or method of delivery of the Statutory Written Notice or Complaint to the first addressee listed in Item 2 of the Basic Lease Information) shall be disregarded, and if the timing, manner and, method of delivery and form of the Statutory Written Notice or Complaint delivered to the first addressee listed in Item 2 of the Basic Lease Information shall satisfy the applicable statutory requirements, then such statutory requirements shall be deemed satisfied with respect to the timing, manner, and method of delivery and form with respect to all Tenant addressees as of the date of delivery to such first addressee.

17.7 Governing Law; No Counterclaim; Jurisdiction. This Lease shall be governed by, and construed in accordance with, the laws of the state in which the Property is located. It is mutually agreed that in the event Landlord commences any summary proceeding for non-payment of Rent, Tenant will not interpose any counterclaim (other than a compulsory counterclaim) of whatever nature or description in any such proceeding. The foregoing shall not by construed to prevent Tenant from bringing a separate action related to such counterclaims. In addition, Tenant hereby submits to local jurisdiction in the state in which the Property is located and agrees that any action by Tenant against Landlord shall be instituted in the state in which the Property is located and that Landlord shall have personal jurisdiction over Tenant for any action brought by Landlord against Tenant in the state in which the Property is located.

17.8 Incorporation; Amendment; Merger. This Lease, along with any exhibits and attachments or other documents referred to herein, all of which are hereby incorporated into this Lease by this reference, constitutes the entire and exclusive agreement between Landlord and Tenant relating to the Tenant Space, and each of the aforementioned documents may be altered, amended or revoked only by an instrument in writing signed by the party to be charged thereby. All prior or contemporaneous oral agreements, understandings and/or practices relative to the leasing or use of the Tenant Space are merged herein or revoked hereby.

17.9 Exclusive. Landlord has designated Tenant as its exclusive Landlord-sponsored meet-me room operator for the Building. [***]

17.10 Examination of Lease. This Lease shall not be binding or effective until each of the parties hereto have executed and delivered an original or counterpart hereof to each other.

17.11 Recordation. Unless required by law, neither Tenant nor any person or entity acting through, under or on behalf of Tenant shall record or cause the recordation of this Lease, a short form memorandum of this Lease or any reference to this Lease.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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17.12 Authority. The persons executing this Lease on behalf of Landlord and Tenant represent to the other party that they are duly authorized to execute and deliver this Lease pursuant to their respective by-laws, operating agreement, resolution or other legally sufficient authority. Further, each party and the persons executing this Lease on their behalf represent to the other party that (i) if it is a partnership, the undersigned are all of its general partners, (ii) it has been validly formed or incorporated, (iii) it is duly qualified to do business in the state in which the Property is located, and (iv) this Lease is being executed on its behalf and for its benefit.

17.13 Successors and Assigns. Except as otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon, and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives and permitted successors and assigns.

17.14 Force Majeure. A party shall incur no liability to the other party with respect to, and shall not be responsible for any failure to perform, any of its obligations hereunder (other than payment obligations or obligations that may be cured by the payment of money (e.g., maintaining insurance)) if such failure is caused by any reason beyond the control of the party obligated to perform such obligations, including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by fire, earthquake, civil commotion, or failure or disruption of utility services (collectively, “Force Majeure”). The amount of time for a party to perform any of its obligations (other than payment obligations) shall be extended by the amount of time it is delayed in performing such obligation by reason or any force majeure occurrence whether similar to or different from the foregoing types of occurrences.

17.15 No Partnership or Joint Venture; No Third Party Beneficiaries. Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, or partnership, or joint venturer, or any other relationship between Landlord and Tenant other than landlord and tenant. Landlord shall have no obligations hereunder to any person or entity other than Tenant or any person or entity claiming through Tenant, and no other parties shall have any rights hereunder as against Landlord.

17.16 Access by Landlord. Landlord, Landlord’s agents and employees shall have the right to enter upon any and all parts of the Tenant Space at any reasonable time upon prior reasonable oral or written notice (except in the case of an emergency when as much prior notice as Landlord in good faith determines is practicable given the circumstances) to examine the condition thereof, to clean, to make any repairs, alterations or additions required to be made by Landlord hereunder, to show the Tenant Space to prospective purchasers or tenants or mortgage lenders (prospective or current), to determine whether Tenant is complying with all of its obligations under this Lease, to exercise any of Landlord’s rights or remedies hereunder, to perform its obligations under Retained MMR Leases, and for any other purpose deemed reasonable by Landlord. In connection with Landlord’s rights hereunder, Landlord shall at all times have and retain a key with which to unlock all of the doors in, on or about the Tenant Space, and Landlord shall have the right to use any and all means by which Landlord may deem proper to open such doors to obtain entry to the Tenant Space. Tenant hereby waives any claim for damages for any injury to Tenant’s business or inconvenience to, or interference with, Tenant’s business, any loss of occupancy or quiet enjoyment of the Tenant Space or any other loss occasioned by such entry, and Tenant shall not be entitled to any abatement or reduction of Rent by reason thereof, and no such entry to the Tenant Space shall be deemed or construed to be a forcible or unlawful entry into or a detainer of the Tenant Space or an eviction, actual or constructive, of Tenant from any part of the Tenant Space. Notwithstanding anything herein to the contrary, except for emergencies, Landlord shall use reasonable efforts to minimize disruption of Tenant’s business or occupancy during such entries. Notwithstanding anything in Sections 17.16 and 17.17, any rules or regulations promulgated by Landlord or any maintenance schedule relative to Landlord’s access to the Tenant Space to the contrary, Landlord agrees that (except in the case of an emergency) Landlord’s access to the Premises shall be subject to Landlord’s compliance with reasonable procedures required by Tenant, provided that (i) Landlord has received reasonable prior written notice of such procedures, (ii) such procedures do not interfere with Landlord’s ability to perform Landlord’s obligations under this Lease or any other lease demising premises in the Building, and (iii) Tenant reimburses Landlord for the additional costs Landlord incurs in complying with such procedures within thirty (30) days following Landlord’s written demand therefor. Notwithstanding anything herein to the

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contrary, except for emergencies, Landlord shall use reasonable efforts to minimize disruption of Tenant’s business or occupancy during such entries.

17.17 Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant’s use or possession of the Tenant Space or giving rise to any claim for set-off or abatement of Rent: (i) to change the name or street address of the Building and/or the Property; (ii) to install, affix and maintain all signs on the exterior and/or interior of the Building and/or the Property; (iii) to show the Tenant Space, the Building and/or the Property to mortgagees, prospective mortgagees, prospective purchasers and ground lessors, and prospective lessees at reasonable hours; (iv) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Property, and/or to make such alterations to Building as Landlord deems desirable; (v) to install, operate and maintain systems which monitor, by closed circuit television or otherwise, all persons entering or leaving the Building and/or the Property; (vi) to install and maintain pipes, ducts, conduits, wires and structural elements located in the Tenant Space and which serve other parts or other tenants or occupants of the Building and/or the Property; (vii) to retain at all times master keys or pass keys to the Tenant Space; (viii) the exclusive right to create any additional improvements to structural and/or mechanical systems, interior and exterior walls and/or glass, which Landlord deems necessary without the prior consent of Tenant; and (ix) subject to Section 17.9, the absolute right to lease space in the Building and the Property and to create such other tenancies in the Building and the Property as Landlord, in its sole business judgment, shall determine is in the best interests of the Property (and Landlord does not represent and Tenant does not rely upon any specific type or number of tenants occupying any space in the Building and the Property during the Term of this Lease). Notwithstanding the foregoing, Landlord’s ability to exercise its rights pursuant to clauses (iv), (vi) and (viii) shall be conditioned upon such exercise by Landlord not having a material adverse effect on (A) Tenant’s use or occupancy of the Premises or (B) the business operations and use and occupancy of the Premises by MMR Subtenants.

17.18 Counterparts; Execution by Facsimile. This Lease may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which shall constitute one and the same Lease. Landlord and Tenant agree that the delivery of an executed copy of this Lease by facsimile shall be legal and binding and shall have the same full force and effect as if an original executed copy of this Lease had been delivered.

17.19 Confidentiality. Each party agrees that (i) the terms and provisions of this Lease are confidential and constitute proprietary information of the parties and (ii) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose any term or provision of this Lease to any other person without first obtaining the prior written consent of the other party, except that each party shall have the right to disclose such information for valid business, legal and accounting purposes.

17.20 Conference Rooms. Tenant shall be entitled to use Landlord’s conference room, if any, in the Building to meet with prospective users of the Premises on an “as available” basis upon reasonable prior notice. The use of such conference room shall be free of charge for the first year following the Effective Date, and thereafter Landlord may charge its standard hourly rate for the use of such conference room if it charges such a rate to other tenants in the Building.

17.21 Tenant Expansion Rights. Tenant shall be entitled to expand the Premises to include Ancillary Space pursuant to the terms and conditions of Exhibit “G” to the expansion Ancillary Space that is described and depicted on Exhibit “G-l”. Further, if Tenant desires to expand the Premises, Tenant shall advise Landlord and if Landlord has space available in the Building that is contiguous to the Premises, Landlord shall offer such premises to Tenant on the following terms: (i) if the space is conditioned to provide equivalent MMR Systems and capacities as set forth in the Premises Specifications, Tenant may lease all or a portion of such additional space in increments as close to 3,000 rentable square feet as is commercially reasonable at [***] per rentable square foot per month (increased by [***] per annum on a compounded basis from and after the Effective Date), with a term co-terminous with remaining term of this Lease (including renewal options), and (ii) if such adjacent space is not conditioned, Tenant may lease such

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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space on a triple net basis from Landlord in increments as close to 5,000 rentable square feet as is commercially reasonable at the rate of [***] per rentable square foot per year, increased by [***] per annum on a compounded basis from the Effective Date for the Premises, with a term co-terminous with remaining term of this Lease (including renewal options). If the space is delivered in an unconditioned state, Landlord shall provide a reasonable amount of mutually acceptable common area space at no additional rent or cost for Tenant to install necessary equipment and systems to make such space usable for MMR Services, including power, back-up power, security, HVAC and conduits. Tenant’s expansion rights under this paragraph shall be subordinate to any existing rights to lease in existing leases with other tenants in the Building, but any expansion or lease rights granted to third party tenants with respect to any premises contiguous to the Premises shall be subordinate to the expansion rights of Tenant hereunder. Tenant shall be provided the right to inspect premises contiguous to the Premises, subject to the rights of existing tenants of such space. The measurement and determination of the number or rentable square feet contained in any expansion space shall be performed in a manner consistent with Landlord’s then practices for all tenants of the Building. Notwithstanding anything in this Lease to the contrary, to the extent Tenant fails to exercise its expansion rights described in this Section and Exhibit “G” within five (5) years following the Effective Date, such unexercised expansion rights shall automatically terminate, time being of the essence with respect to the exercise thereof.

17.22 Definitions. Initially-capitalized terms not defined in Exhibit “I” attached hereto shall have the meanings otherwise ascribed to such terms in this Lease.

17.23 Incorporation of Exhibits. All of the terms and conditions of all of the Exhibits to this Lease are hereby incorporated into this Lease.

[SIGNATURES ON NEXT PAGE]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Lease as of the Effective Date.

LANDLORD:

DIGITAL – BRYAN STREET PARTNERSHIP, L.P.,

a Texas limited partnership

By: DRT – Bryan Street, LLC,
a Delaware limited liability company,
its general partner

By: Digital Realty Trust, L.P., a Maryland limited partnership,
its Member and Manager

By: Digital Really Trust, Inc.,
a Maryland corporation,
Its General Partner

By:	/S/    MICHAEL F. FOUST
Name:	Michael F. Foust
Its:	Chief Executive Officer

TENANT:

TEL^X - DALLAS, LLC,

a Delaware limited liability company

By:	/S/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President

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EXHIBIT “B”

INSURANCE REQUIREMENTS

Policies

A. Commercial general liability insurance (including contractual liability):	$2,000,000 million single limit; $5,000,000 million aggregate limit
B. “All Risk” Personal Property Insurance:	Full Replacement Value of Tenant’s Personal Property in Tenant Space.
C. Workers’ Compensation Insurance:	in accordance with the laws of the state in which the Property is located, and Employer’s Liability insurance with a limit not less than $1,000,000 Bodily Injury Each Accident; $1,000,000 Bodily Injury By Disease - Each Person; and $1,000,000 Bodily Injury By Disease - Policy Limit.

Requirements:

All insurance required under this Lease shall be issued by insurers with a “General Policyholders Rating” of at least A-, X, as set forth in “Best’s Insurance Guide.” Such insurers shall be authorized to do business in the state in which the Property is located. The commercial general liability policies procured hereunder shall name the Landlord Group (as defined in the Basic Lease Information) and Landlord’s managing agent, and any Holders of any Security Documents designated by Landlord as additional insureds. Prior to occupying the Tenant Space and upon subsequent requests of Landlord, Tenant shall submit to Landlord evidence that Tenant has the insurance policies required hereunder in effect and, if requested by Landlord, shall provide Landlord with certificate of insurance evidencing such policies. All insurance policies procured hereunder shall contain a provision stating that the insurer shall endeavor to provide at least thirty (30) days written notice to Landlord and all others named as additional insureds prior to any cancellation or material modification of such policy. If Tenant does not deliver to Landlord a certificate or other proof of renewal or coverage from another insurance carrier prior to the expiration dates of each expiring policy, Landlord may give written notice to Tenant of such failure and if Tenant does not obtain such insurance within five (5) business days of receipt of such notice, Landlord may obtain such insurance on behalf of Tenant, and Tenant shall, within ten (10) business days after Landlord’s demand therefor, pay to Landlord an amount equal to the cost of such insurance policies plus an administrative surcharge of five percent (5%). All of Tenant’s insurance policies with respect to the Tenant Space shall be endorsed so as to include a waiver of subrogation in accordance with and to the full extent of Tenant’s waiver of claims with respect to the Landlord Group set forth in Sections 9.2 and 14.1 of this Lease.

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EXHIBIT “C”

STATE LAW PROVISIONS

1. REMEDIES FOR EVENTS OF DEFAULT.

1.1 Landlord’s Right to Terminate Upon Tenant Default. This Lease and the Term and estate hereby granted and the demise hereby made are subject to the limitation that if and whenever any Event of Default shall occur, Landlord may, at Landlord’s option, in addition to all other rights and remedies given hereunder or by law or equity, do any one or more of the following without notice or demand, any such notice or demand being hereby waived:

1.1.1 Terminate this Lease, in which event Tenant shall immediately surrender possession of the Tenant Space to Landlord.

1.1.2 Enter upon and take possession of the Tenant Space and expel or remove Tenant and any other occupant therefrom, with or without having terminated this Lease.

1.1.3 Alter locks and other security devices at the Tenant Space.

1.1.4 Terminate any and all agreements, subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant, with Landlord or with third parties, and affecting the Tenant Space or any part of the Meet-Me Room or the Building.

1.2 No Surrender or Merger. Exercise by Landlord of any one or more remedies hereunder granted or otherwise available shall not be deemed to be an acceptance of surrender of all or any part of the Tenant Space by Tenant, whether by agreement or by operation of law, it being understood that such surrender can be effected only by the written agreement of Landlord and Tenant. Except for a wrongful lock-out, (a) no such alteration of security devices and no removal or other exercise of dominion by Landlord over the property of Tenant or others on or about the Tenant Space shall be deemed unauthorized or constitute a conversion, Tenant hereby consenting, after any Event of Default, to the aforesaid exercise of dominion over Tenant’s property within the Building, and (b) all claims for damages by reason of such re-entry and/or possession and/or alteration of locks or other security devices are hereby waived, as are all claims for damages by reason of any distress warrant, forcible detainer proceedings, sequestration proceedings or other legal process. Tenant agrees that any re-entry by Landlord may be pursuant to judgment obtained in forcible detainer proceedings or other legal proceedings or without the necessity for any legal proceedings in accordance with applicable laws, as Landlord may elect, and Landlord shall not be liable in trespass or otherwise.

1.3 Damages Upon Default. If Landlord elects to terminate this Lease by reason of an Event of Default, then, notwithstanding such termination, Tenant shall be liable for and shall pay to Landlord the sum of all rental and other indebtedness accrued to the date of such termination, plus, as damages, an amount equal to the then present value of the rental reserved hereunder (including, without limitation, Rent and all other charges under this Lease) for the remaining portion of the Term of this Lease (had such Term not been terminated by Landlord prior to the expiration of the Term of this Lease), less the then present value of the fair rental value of the Tenant Space for such period.

In the event that Landlord elects to terminate this Lease by reason of any Event of Default, in lieu of exercising the rights of Landlord under the preceding paragraph of this Section 1.3, Landlord may instead hold Tenant liable for all rental and other indebtedness accrued to the date of such termination, plus such rental and other indebtedness as would otherwise have been required to be paid by Tenant to Landlord during the period following termination of the Term of this Lease measured from the date of such termination by Landlord until the expiration of the Term of this Lease (had Landlord not elected to terminate this Lease on account of such Event of Default) diminished by any net sums thereafter received by Landlord through reletting the Tenant Space during said period (after deducting expenses

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incurred by Landlord as provided in Section 1.5 below). Actions to collect amounts due by Tenant provided for in this paragraph of this Section 1.4 may be brought from time to time by Landlord during the aforesaid period, on one or more occasions, without the necessity of Landlord’s waiting until the expiration of such period, and in no event shall Tenant be entitled to any excess of rental (or rental plus other sums) obtained by reletting over and above the rental provided for in this Lease.

1.4 Repossession of Tenant Space. If Landlord elects to repossess the Tenant Space without terminating this Lease, Tenant shall be liable for and shall pay to Landlord all rental and other indebtedness accrued to the date of such repossession, plus Rent required to be paid by Tenant to Landlord during the remainder of the Term of this Lease until the expiration of the Term of this Lease, diminished by any net sums thereafter received by Landlord through reletting the Tenant Space during said period (after deducting expenses incurred by Landlord as provided in Section 1.5 below). In no event shall Tenant be entitled to any excess of any rental obtained by reletting over and above the rental herein reserved. Actions to collect amounts due by Tenant as provided in this Section 1.4 may be brought from time to time, on one or more occasions, without the necessity of Landlord’s waiting until the expiration of the Term of this Lease.

1.5 Landlord’s Expenses. Upon an Event of Default, Tenant shall also be liable for and shall pay to Landlord, in addition to any sum provided to be paid pursuant to this Lease: (i) the costs and expenses of securing new tenants, including expenses for refixturing, alterations and other costs in connection with preparing the Tenant Space for the new tenant and any reasonable or necessary alterations, (ii) the cost of removing and storing Tenant’s or other occupant’s property, and (iii) all reasonable expenses incurred by Landlord in enforcing Landlord’s remedies, including reasonable attorneys’ fees. Past due rental and other past due payments shall bear interest from maturity at the Default Rate (as defined in Section 1.9 below) until paid.

1.6 Cumulative Remedies; Equitable Relief. The specific remedies to which Landlord may resort under the provisions of this Lease are cumulative and are not intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by Tenant of any provisions of this Lease. In addition to the other remedies provided in this Lease, subject to Applicable Laws, Landlord shall be entitled to a restraint by injunction of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific performance of any such covenants, conditions or provisions.

1.7 Reletting. Tenant acknowledges that Landlord has entered into this Lease in reliance upon, among other matters, Tenant’s agreement and continuing obligation to pay all rental due throughout the Term. As a result, Tenant agrees that Landlord has no obligation to: (i) relet the Tenant Space prior to leasing any other space within the Building; or (ii) relet the Tenant Space (A) at a rental rate or otherwise on terms below market, as then determined by Landlord in its reasonable discretion; (B) to any entity not satisfying Landlord’s then standard financial credit risk criteria; (C) for a use (1) not consistent with Tenant’s use prior to default; (2) which would violate then applicable law or any restrictive covenant or other lease affecting the Building; (3) which would impose a greater burden upon the Building’s facilities than Tenant’s use in accordance with this Lease; or (4) which would involve any use of Hazardous Materials (other than those Hazardous Materials permitted to be used by Tenant under this Lease); or (D) for meet-me room purposes; or (iii) make any alterations to the Tenant Space or the Building or otherwise incur any costs in connection with any such reletting, unless such costs are reimbursed by the new tenant of the Tenant Space or by Tenant.

1.8 Waiver of Landlord’s Lien. Landlord hereby expressly waives and releases any and all contractual liens and security interests or constitutional and/or statutory liens and security interests arising by operation of law to which Landlord might now or hereafter be entitled on all the property of Tenant which Tenant now or hereafter places in or upon the Premises (except for judgment liens that may arise in favor of Landlord). The waiver and release contained herein shall not waive, release or otherwise affect any unsecured claim Landlord may have against Tenant.

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1.9 Default Rate. Tenant shall pay to Landlord interest on all such delinquent amounts payable by Tenant under this Lease at an interest rate (the “Default Rate”) equal to the lesser of (a) four percent (4%) per annum in excess of the rate (the “Prime Rate”) published as the prime rate by The Wall Street Journal (or its successor, assign or a comparable publication) in its listing of “Money Rates” or (b) the maximum lawful rate from the date such amounts are first delinquent until the date the same are paid. In no event, however, shall the charges permitted under this Section 1.9 hereof or elsewhere in this Lease, to the extent the same are considered to be interest under applicable law, exceed the maximum lawful rate of interest.

2. MARGIN TAX. The term “Taxes” as used in Section 3.4 of this Lease shall also include all taxes attributable to taxable margin levied pursuant to Chapter 171 of the Texas Tax Code, as the same may be amended, superseded or replaced from time to time.

3. CALCULATION OF CHARGES. Landlord and Tenant are knowledgeable and experienced in commercial transactions and agree that the provisions set forth in this Lease for determining charges, amounts and additional rent payable by Tenant (including, without limitation, payments under Section 3.4 are commercially reasonable and valid even though such methods may not state a precise mathematical formula for determining such charges. Accordingly, Tenant hereby voluntarily and knowingly waives all rights and benefits of Tenant under Section 93.012 of the Texas Property Code, as such Section now exists or as may be hereafter amended or succeeded.

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EXHIBIT “D”

PREMISES SPECIFICATIONS

2323 Bryan St.

Commitments for 2323 Bryan Street

1) Utility Feed- 600 Amp breaker at 480 Volts dedicated to the Meet Me Room

2) Generator- 400 kW of generated supported power

3) Cooling – Four (4) x 20 Ton units. Total of 80 Tons dedicated to the Meet Me Room in an N+1 configuration

4) DC Plant- 2000 Amp bus with 800 Amps of Rectifiers

5) UPS-80 kVa UPS dedicated to the MMR

6) Fire detection and suppression equipment in the Premises in accordance with Applicable Laws

7) Landlord’s Access Control Systems

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EXHIBIT “E”

EXCLUSIONS TO BUILDING OPERATING EXPENSES AND MMR OPERATING EXPENSES

The following shall be excluded from Building Operating Expenses and MMR Operating Expenses:

(1) Costs for capital improvements and capital expenditures, other than capital improvements and expenditures which, although capital in nature, can reasonably be expected to reduce the normal operating costs of the Building, as well as all capital improvements made in order to comply with any law promulgated by any governmental authority (other than the costs to cure any governmental law violations existing as of the Effective Date), and except for items which, though capital for accounting purposes, are properly considered maintenance and repair items, such as painting of common areas, replacement of carpet in elevator lobbies, and the iike, with any such capital improvements or costs to be amortized over the useful economic life of such improvements as determined by Landlord in its reasonable discretion (without regard to the period over which such improvements may be depreciated or amortized for federal income tax purposes);

(2) Costs for repair, replacements and general maintenance paid by proceeds of insurance or by Tenant, other tenants in the building or other third parties, and alterations attributable solely to tenants of the Building other than Tenant;

(3) Costs for principal, interest, amortization or other payments on loans to Landlord and all refinancings thereof;

(4) Costs for depreciation of the Building, building equipment and Landlord’s personal property;

(5) Costs and expenses incurred in connection with leasing space in the Building to tenants (including Tenant), including, without limitation, marketing costs (other than marketing costs related to this Lease and the Operating Agreement), leasing commissions and the costs of any inducements provided to tenants, including but not limited to tenant improvement work, tenant finish allowances, costs incurred for materials and labor in connection with the installation of multi-tenant floor corridor configurations, security systems, rent allowances, lease takeover costs, payment of moving costs and other similar costs and expenses;

(6) Costs for legal expenses, other than those incurred for the general benefit of the Building’s tenants (e.g., tax disputes);

(7) Costs for renovating or otherwise improving space for occupants of the Building or vacant space in the Building;

(8) Costs for correcting structural defects or defects in the construction of the Building;

(9) Costs for overtime or other expenses of Landlord in curing defaults or performing work expressly provided in this Lease to be borne at Landlord’s expense;

(10) Costs for taxes paid by Tenant or other tenants of the Property as a separate charge on the value of their leasehold improvements, death taxes, excess profits taxes, franchise taxes and state and federal income taxes, except to the extent imposed in substitution for or in lieu of all or any portion of such taxes, except to the extent imposed in lieu of all or any part of taxes;

(11) Costs for alterations, maintenance, repair or replacements attributable solely to specific tenants or occupants of the Building or for building equipment or systems dedicated to premises of other tenants in the Building and not the Tenant Space;

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(12) Costs for fees for professional services including legal, architectural, engineering, accounting and appraisal that (a) are not directly related to the management, operation, repair and maintenance of the Building, or (b) are related to the purchase or leasing of the Building;

(13) Costs incurred by Landlord to the extent that Landlord is entitled to receive reimbursement for such costs from any source (including, but not limited to, insurance and tenants of the Building);

(14) Costs for real estate commissions, attorneys’ fees and other costs and expenses incurred in connection with negotiations with purchasers or potential purchasers of the Building;

(15) Costs for all costs and expenses (including but not limited to attorneys’ fees) incurred in connection with disputes with tenants or other occupants of the Building;

(16) Costs for expenses in connection with services or other benefits which are not provided to Tenant, but which are provided solely to other tenants or occupants of the Building;

(17) Costs incurred by Landlord due to the violation by Landlord, or any other tenants of the Building, of the terms and conditions of any lease of space in the Building;

(18) Costs for Landlord’s general overhead and general administrative expenses;

(19) Costs for rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment or machinery ordinarily considered to be of a capital nature, if such machinery or equipment would constitute a capital expenditure if purchased by Landlord;

(20) Costs for advertising and promotional expenditures;

(21) Costs for penalties or fines incurred by Landlord due to a violation by Landlord of any legal requirement, building codes or any other government rule or requirement;

(22) Costs for salary, benefits and commissions of Landlord’s officers, management supervisors and leasing agents;

(23) Costs for expenses related to compliance with environmental laws;

(24) Costs necessitated by or resulting from the negligence of Landlord, its agents, officers, or employees or Landlord’s breach of its obligations under this Lease or any lease with other tenants in the Building; and

(25) Costs for any amounts payable under any ground lease.

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EXHIBIT “G”

TENANT EXPANSION RIGHTS

1. Rooftop Premises.

1.1 Landlord hereby grants to Tenant during the Term the non-exclusive right to install, maintain and operate, at Tenant’s sole cost and expense, the number of rooftop masts (the “Rooftop Masts”) set forth in Exhibit “G-l”, supporting antennae and/or satellite dishes with the characteristics and dimensions reasonably approved by Landlord, and related equipment as necessary to connect such antennae and satellite dishes to Tenant’s allied machinery and equipment in the Building (the antennae, satellite dishes and related equipment being collectively referred to as the “Antenna Equipment”) on portions of the roof of the Building in the exact locations reasonably specified by Landlord, after giving good faith consideration to any location requested by Tenant. Notwithstanding anything herein to the contrary, Tenant’s right to install, maintain and operate the Antenna Equipment is subject to the Antenna Equipment (i) not adversely affecting in any material manner the structure of the Building, the roof of the Building, the warranty for the roof of the Building or the safety of the Building; (ii) not adversely affecting in any material manner the electrical, mechanical or any other system of the Building or the functioning thereof; (iii) not adversely interfering with the operation of the Building or the provision of services or utilities to other current or future tenants and occupants of the Building; and (iv) being otherwise approved by Landlord in writing (which approval shall not be unreasonably, withheld, conditioned or delayed).

1.2 Tenant shall install, maintain and operate the Antenna Equipment in compliance with (i) all present and future governmental and fire underwriting laws, ordinances, orders, rules and regulations (collectively, “Applicable Antenna Laws”) applicable to the Antenna Equipment and the Building, including, without limitation, the rules and regulations of the Federal Communications Commission and the Federal Aviation Administration and any other governmental and quasi- governmental authorities having jurisdiction with respect to the Building or Tenant’s installation, maintenance and/or operation of the Antenna Equipment, and (ii) the conditions of any bond or warranty maintained by Landlord on the roof.

1.3 Prior to installation of the Antenna Equipment and any modifications or changes thereto, Tenant shall submit to Landlord in writing all plans for Landlord’s approval, and may only commence the installation after having obtained Landlord’s written approval, which shall not be unreasonably withheld, conditioned, or delayed. The size, weight, style, type, materials, exact location, method of installation and other matters related to the Antenna Equipment shall be subject to the prior written approval of Landlord, which shall not be unreasonably withheld, conditioned, or delayed. Landlord may supervise any roof work. The Antenna Equipment shall be clearly marked to show Tenant’s name, suite number, address, telephone number, the name of the person to contact in case of emergency and the transmission lines shall be identified at the bottom and top of each line. In the event Tenant requires an electric power supply and/or usage in connection with the Antenna Equipment which is different from that currently provided by Landlord, Tenant shall, at its sole cost and expense, obtain such power supply and pay any and all recurring charges associated with such power supply. Any work performed in connection therewith shall comply with the provisions of the Lease. Landlord shall provide to Tenant reasonable access to the roof of the Building and affected areas of the base Building for the maintenance and operation of the Antenna Equipment. Access to the roof of the Building or other areas of the Building will be available by requesting access according to the Building policy. Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord as a result of such access at times other than the normal business hours of the Building. All access to the roof of the Building or other areas of the Building shall be subject to the continuing control of, and reasonable security and safety procedures established by, Landlord.

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1.4 Tenant shall, at its sole cost and expense, be responsible for the maintenance of the Antenna Equipment and any cable, wiring, connecting lines, conduit, and other installations, equipment or property installed or placed by or for on behalf of Tenant anywhere on the rooftop or the Building (collectively, the “Rooftop Equipment”) in accordance with all Applicable Antenna Laws and the terms of this Lease. At the expiration or earlier termination of this Lease or termination of Tenant’s right to possess the Tenant Space, Tenant shall remove the Rooftop Equipment from the Building and restore the roof and the Building areas affected to the condition existing prior to installation of the Rooftop Equipment, all at Tenant’s sole cost and expense. The removal shall be performed in a good and workmanlike manner without causing any interference or damage to the Building, structures, equipment, or operations of Landlord or any of the tenants and other occupants of the Building. Should any interference, damage or destruction occur, it shall be immediately remedied by Tenant, at Tenant’s sole cost and expense. If Tenant fails to remove the Rooftop Equipment within thirty (30) days after the expiration or earlier termination of the Term or the termination of Tenant’s right to possess the Tenant Space, Landlord shall have the right, but not the obligation, to elect either (i) to remove the Rooftop Equipment at Tenant’s cost and expense plus a 10% administrative fee, and Landlord shall have no liability for the return of, or damage to, the Rooftop Equipment, or (ii) to treat the Rooftop Equipment as abandoned by Tenant. Tenant shall indemnify and hold Landlord harmless from and against any and all demands, liability, liens, claims, losses, costs and expenses (including reasonable attorneys’ fees) relating to or arising from the design, construction, installation, operation, maintenance, existence and/or removal of the Rooftop Equipment.

2. Heat Rejection Equipment. A reasonable amount of space on the Property to accommodate Item 1 of Exhibit “G-l”, the location of which and the plans and specifications therefor, to be subject to Landlord’s approval, such approval not to be unreasonably withheld, conditioned or delayed.

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EXHIBIT “G-l”

TENANT EXPANSION RIGHTS (SPECIFICATIONS)

1) Ancillary space for the purpose of additional heat rejection equipment (20 Ton Unit) and necessary connecting conduits, in a location and pursuant to plans and specifications therefor, approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed.

2) Masts- Five (5) three foot mast on the roof that can support three (3) antennae per mast.

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EXHIBIT “I”

CERTAIN DEFINITIONS

“Affiliate” shall mean any individual, partnership, limited liability company, corporation, trust, real estate investment trust, association or other entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with such party. The term “control,” as used in this Lease, means the right to exercise, directly or indirectly, more than fifty percent (50%) of the voting rights attributable to a controlled corporation, partnership or limited liability company or the power to direct or cause the direction of the management or policies of an entity.

“Breakpoint” shall mean the Threshold Amount under this Lease for a calendar year.

“Cross-Default Notice” shall have the meaning set forth in Section 15.1.4 of the Standard Lease Provisions.

“Current Base Rent” shall mean Current Premises Income minus Landlord Provided Power.

“Current Premises Income” shall mean the dollar amount of rent per rentable square foot of the Premises being collected by Landlord on a monthly basis from the Tenant Space on the Effective Date.

“DLR” shall mean Digital Realty Trust, L.P., a Delaware limited partnership.

“DLR Landlord” shall mean with respect to each MMR Lease, the applicable DLR Affiliate that is the landlord under such MMR Lease.

“Existing MMR Lease” shall mean a lease between Landlord and a third party tenant for space in the Tenant Space that is in effect on the Effective Date.

“Existing MMR Tenant” shall mean the Tenant under an Existing MMR Lease.

“Gross Revenue” shall mean (i) all gross revenue collected by Tenant from its MMR Subtenants in the Premises plus (ii) all Retained Tenant Revenue.

“HVAC” shall mean heating, ventilation and air conditioning.

“Increased Base Rent Notice” shall have the meaning set forth in Item 11 of the Basic Lease Information.

“Landlord Interconnection Facilities” shall have the meaning set forth in Section 1.3 of the Standard Lease Provisions.

“Landlord Provided Power” shall mean an amount equal to (i) the kilowatt hours utilized for the Premises for the last full calendar month prior to the Effective Date (ii) multiplied by the average cost per kilowatt hour for the Building for the twelve (12)-month period prior to the Effective Date.

“MMR Lease” shall mean a lease by and between a DLR Affiliate, as landlord, and Tenant Parent or a Tel^x Affiliate, as tenant, for meet-me room suites in a MMR Building.

“MMR Services” means the services typically provided by companies in the primary business of providing carrier-neutral interconnections, such as the Switch & Data, Equinix, CRG West and Telehouse, including without limitation, furnishing of space, racks and pathway in the Premises to tenants for the purpose of such tenants’ placement and maintenance of computer, switch and/or communications equipment and connections with the communications cable and facilities of other tenants in the Premises, and common area cable management systems comprised of ladder racks, fiber trays, under-floor cable trays and other similar equipment installed for the benefit of all tenants of the Premises.

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“MMR Sublease” shall mean and refer to any sublease, lease, license or occupancy agreement between an MMR Subtenant and Tenant pursuant to which such MMR Subtenant subleases or otherwise uses and occupies any portion of the Premises.

“MMR Subtenant” shall mean and refer to any tenant, subtenant, licensee or other permitted user of any portion of the Premises who contracts with Tenant with respect to use of a portion of the Premises.

“MMR Systems” shall mean the power, UPS plant, DC plant, back-up generator, fire suppression, fire detection, conduits, HVAC systems, monitoring systems, and other systems, dedicated or shared, and equipment serving the Premises, including the systems identified in the Premises Specifications.

“Permitted Transferee” shall mean shall mean an assignee of this Lease that is either (i) permitted without the approval of Landlord pursuant to Section 10.2 of this Lease or (ii) approved or otherwise consented to by Landlord pursuant to Article 10 of this Lease.

“Retained Building/MMR Tenant” shall mean a Retained Tenant that leases space in the Premises and also leases other space in the Building.

“Retained MMR Lease” shall have the meaning set forth in Section 10.7 of this Lease.

“Retained MMR-Only Tenant” shall mean a Retained Tenant that only leases space in the Premises and does not lease other space in the Building.

“Retained MMR Tenant” shall have the meaning set forth in Section 10.7 of this Lease.

“Retained Tenant Revenue” shall mean (i) the gross revenue collected by Landlord from all Retained MMR-Only Tenants for the applicable period of the MMR Lease term, plus (ii) gross revenue payable to Landlord for any Retained MMR/Building Tenants pursuant to the terms of the applicable Retained MMR Leases for the applicable period of the MMR Lease term (whether or not such amounts are actually collected from the applicable Retained MMR/Building Tenants, it being the intent of the parties that Landlord bear the credit/default risk of the Retained MMR/Building Tenants).

“Tel^x Tenant” shall mean with respect to each MMR Lease, Tenant Parent or the applicable Tel^x Affiliate that is the tenant under such MMR Lease.

“Tenant Standard of Operation” shall mean the operation of the Premises to provide MMR Services in the Premises to the MMR Subtenants and the Retained MMR Tenants at a level consistent with the level of services provided by Tenant Parent in that certain building located at 56 Marietta Street NW, Atlanta, Georgia and the Tenant Parent building located at 60 Hudson, New York, New York for the period prior to the acquisition by GI Manager L.P., a Delaware limited partnership (“GI”), either directly or through one or more GI Affiliates, of a controlling equity interest in Tenant Parent.

“Threshold Amount” shall have the meaning set forth in Exhibit “Q”.

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EXHIBIT “J”

DISPUTE RESOLUTION PROCEDURES

A party shall initiate the Dispute Resolution Procedures by delivering written notice (the “Dispute Resolution Notice”) to the other party specifying in reasonable detail the matter in dispute, the amount in controversy, if applicable, and the remedy sought. Any claims raised in a Dispute Resolution Notice shall be brought no later than the expiration of the statute of limitations applicable to the facts or circumstances giving rise to such claims. All matters raised in a Dispute Resolution Notice that are not barred by the applicable statute of limitation shall be resolved exclusively in binding arbitration before one arbitrator, with such arbitration to be conducted pursuant to the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time of the delivery of the Dispute Resolution Notice (the “JAMS Rules”). Alternatively, the parties may mutually agree on a case-by-case basis, to have the JAMS Streamlined Arbitration Rules and Procedures in effect at the time of the delivery of the Dispute Resolution Notice to serve as the JAMS Rules. The arbitrator shall be appointed in accordance with the JAMS Rules. In the event that JAMS does not have an office in the state where the Building is located, then the parties shall negotiate in good faith to determine a separate third-party dispute resolution service (i.e. the American Arbitration Association) to select the arbitrator, which service’s standard rules and regulations shall govern the conduct of the arbitration hearing (unless otherwise mutually agreed by the parties).

Hearings shall be held in the metropolitan area in which the Building is located, or another venue determined by mutual agreement of the parties. Notwithstanding anything in this Exhibit to the contrary, the parties shall each have the right to file with a court of competent jurisdiction an application for temporary or preliminary injunctive relief, writ of attachment, writ of possession, temporary protective order or appointment of a receiver if the arbitration award to which the party may be entitled may be rendered ineffectual in the absence of such relief or if there is no other adequate remedy.

The arbitrator shall make the award in accordance with the terms of this Lease and the laws of the State in which the Building is located. The arbitrator shall have the power to grant legal and equitable remedies, and award damages, that may be granted or awarded by a judge of a court of competent jurisdiction in the State in which the Building is located. The arbitrator shall prepare and provide to the parties a written decision on all matters subject to the arbitration, including factual findings and the reasons that form the basis of the arbitrator’s decision. The award of the arbitrator shall be distributed to the parties no later than ten (10) business days after the close of the arbitration hearing, and the award shall be accompanied by an explanation of the reasoning behind the award. The award of the arbitrator shall be final and non-appealable.

The arbitration proceedings shall be reported by a certified shorthand court reporter. If requested by either party, written transcripts of the proceedings shall be prepared and made available to the parties.

The arbitrator shall have the authority to make the final determination regarding oral and written discovery permitted in any arbitration conducted pursuant to this Exhibit. Each party to the arbitration will be permitted to take up to three (3) depositions, none of which may be longer, from beginning to end, including intermissions, than four (4) hours, unless good cause is shown to the arbitrator to warrant additional oral discovery. Discovery by means of interrogatories, requests for admission and document production requests shall be governed by the JAMS Rules, as applied by the arbitrator. All discovery disputes shall be resolved by the arbitrator.

Except as may be required by law or reasonably necessary to implement any award, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties to the arbitration,

The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of the prevailing party’s Costs and Expenses. As used herein, the term “Costs and Expenses” means all reasonable pre-award and post-award expenses of the arbitration, including reasonable attorneys’ fees, the Arbitrator’s fees and disbursements, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone charges, court costs, and witness fees.

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EXHIBIT “K”

SERVICE LEVEL

1. Electricity Consumption Threshold/Specifications:	400 KW
2. Target Battery Capacity:	Nine (9) minutes at full load.
3. Back-up Generator:	One (1) 1300 KW Building generator is maintained by Landlord’s engineering staff. Back-up Power is included in all AC amperage usage.
4. HVAC Specs:	Eighty (80) total tons delivered by Liebert up flow air-cooled chilled water system. System is dedicated to Suite 2440 and maintained by Landlord’s engineering staff.
(a) Target Temperature:	Between 68 degrees Fahrenheit and 78 degrees Fahrenheit.
(b) Target Relative Humidity:	Between 45% and 55%.
5. Maximum Structural Load:	75 pounds of live load per square foot. Any cabinets, cages or partitions installed by Landlord shall be included in the calculation of the live load.

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EXHIBIT “L”

CONFIRMATION OF BASE RENT MEMORANDUM

1. The Effective Date of the Lease is the          day of                                                  , 20        .

2. The Term of the Lease expires on the          day of                                                  , 20        .

3.	Rental Period	Monthly Base Rent
		$
		$
		$
		$
		$
		$
		$

4. All capitalized terms not defined herein shall have the meaning assigned to them in the Lease.

Agreed and executed this                  day of                                                  , 20        .

LANDLORD:

DIGITAL – BRYAN STREET PARTNERSHIP, L.P.,

a Texas limited partnership

By: DRT – Bryan Street, LLC, a Delaware limited liability company, its general partner

By: Digital Realty Trust, L.P., a Maryland limited partnership, its Member and Manager

By: Digital Realty Trust, Inc., a Maryland corporation, Its General Partner

By:
Name: Title:	Glenn H. Benoist, Sr. Vice President

TENANT:

TEL^X – DALLAS, LLC,

a Delaware limited liability company

By:
Name: Title:	J. Todd Raymond President

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EXHIBIT “M”

CONDUIT SPACE

Non-exclusive access to the spaces listed below. Tenant acknowledges that such spaces will be shared with Landlord and other third parties:

1) Building Gutter- labeled as Building Gutter 1;

2) 4” Riser-labeled MMR 6 & MMR 7;

3) Building Entry- Leonard St 4” & Crocket St 4”; and

4) Innerduct- 23^rd floor to 24^th floor- labeled 1D,1E,2D,2E,3A,3B,3C,3E,4A,4B,4C.

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EXHIBIT “Q”

THRESHOLD AMOUNT

As used herein the term “Threshold Amount” shall mean the following amounts during the following periods:

[***] per month for months 1 – 12 of the Term.

[***] per month for months 13 – 24 of the Term.

[***] per month for months 25 – 36 of the Term.

[***] per month for months 37 – 48 of the Term.

[***] per month for months 49 – 60 of the Term.

[***] per month for months 61 – 72 of the Term.

[***] per month for months 73 – 84 of the Term.

[***] per month for months 85 – 96 of the Term.

[***] per month for months 97 – 108 of the Term.

[***] per month for months 109 – 120 of the Term.

[***] per month for months 121 – 132 of the Term.

[***] per month for months 133 – 144 of the Term.

[***] per month for months 145 – 156 of the Term.

[***] per month for months 157 – 168 of the Term.

[***] per month for months 169 – 180 of the Term.

[***] per month for months 181 – 192 of the Term.

[***] per month for months 193 – 204 of the Term.

[***] per month for months 205 – 216 of the Term.

[***] per month for months 217 – 228 of the Term.

[***] per month for months 229 – 240 of the Term.

If Item 9 of the Basic Lease Information is adjusted pursuant to Item 11 of the Basic Lease Information, an appropriate adjustment will be made to the Threshold Amount.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EX-10.20

Exhibit 10.20

Confidential Treatment Requested by The Telx Group, Inc.

FIRST AMENDMENT TO MASTER MEET-ME-ROOM LEASE

THIS FIRST AMENDMENT TO MASTER MEET-ME-ROOM LEASE (this “Amendment”) is made and effective as of June 29, 2007 (the “Effective Date”) by and between DIGITAL – BRYAN STREET PARTNERSHIP, L.P., a Texas limited partnership (“Landlord”), and TEL^X – DALLAS, LLC, a Delaware limited liability company (“Tenant”).

RECITALS

A. Pursuant to that certain Master Meet-Me-Room Lease between Landlord and Tenant dated as of December 1, 2006 (the “Lease”), Tenant has certain rights to use and occupy certain premises (the “Current MMR Premises”) located in the Building, as more particularly described in the Lease.

B. All capitalized terms used herein without definition are defined as set forth in the Lease.

C. Landlord and Tenant hereby desire by this Amendment to amend the Lease upon and subject to each of the terms, conditions, and provisions set forth herein.

NOW, THEREFORE, in consideration of the recitals set forth above, the agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. WRR Space. As of the Effective Date, the Premises shall be expanded to include certain space identified as Suite No. 2700, containing approximately 193 square feet, and as further depicted on Exhibit “A” attached hereto and incorporated herein by reference (the “WRR Space”). Notwithstanding anything herein to the contrary, this Amendment and Tenant’s rights with respect to the WRR Space are subject to the rights of all tenants, licensees and other occupants of the Building under any lease, license or other agreement existing as of the Effective Date granting such parties rights with respect to the WRR Space. Tenant shall accept and shall have the right to occupy the WRR Space in its “AS IS, WHERE IS” condition. Tenant acknowledges and agrees that (i) no representation or warranty (express or implied) has been made by Landlord as to the condition of the WRR Space or its suitability or fitness for the conduct of Tenant’s Permitted Use, its business or for any other purpose and (ii) Landlord shall have no obligation to construct or install any improvements in or to make any other alterations or modifications to the WRR Space. The taking of possession of the WRR Space by Tenant shall conclusively establish that the WRR Space was at such time in good order and clean condition. Tenant’s right to use, occupy, lease and sublease the WRR Space shall be subject to all terms and conditions of the Lease and this Amendment. Except as otherwise provided in this Amendment, all references in the Lease to the Premises shall include the WRR Space.

2. Base Rent and Threshold Amount. As of the Effective Date, Base Rent shall be as set forth in Exhibit “C” attached hereto and incorporated herein by reference and Exhibit “Q” to the Lease shall be deleted and replaced with Exhibit “Q” attached hereto and incorporated herein by reference.

3. Service Level. As of the Effective Date, Exhibit “K” to the Lease shall be deleted and replaced with Exhibit “K” attached hereto and incorporated herein by reference and Landlord shall furnish electricity to the WRR Space in accordance with the specifications set forth in Exhibit “K” attached hereto.

4. Conduit Space. As of the Effective Date, the Conduit Space shall be expanded to include the additional conduit described in Exhibit “B” attached hereto and incorporated herein by reference.

5. WRR Space Permitted Use; Exclusive.

5.1 WRR Space Permitted Use. Landlord and Tenant acknowledge and agree that the Permitted Use under the Lease shall be expanded to include WRR Services (defined below). As defined herein, “WRR Services” shall mean the services typically provided by companies in the primary business of providing roof top access and secure space for the placement and maintenance of equipment on the Building roof to tenants for the purpose of such tenants’ placement and maintenance, subject to the terms and conditions of the Lease as amended hereby, of

computer, switch and/or communications equipment (including without limitation rooftop antennae, satellite dishes and other telecommunications equipment) and connections between such equipment and the communications cable and/or facilities of other tenants in the WRR Space, and common area cable management systems comprised of ladder racks, fiber trays, under-floor cable trays and other similar equipment installed in the WRR Space for the benefit of tenants of the WRR Space.

5.2 Exclusive. Landlord has designated Tenant as its exclusive Landlord-sponsored wireless radio room operator for the Building for WRR Services that include one or more interconnections in the Current MMR Premises (“MMR Interconnected WRR Services”). [***]

6. Rooftop Premises. As of the Effective Date, Exhibit “G-1” to the Lease shall be deleted and replaced with Exhibit “G-1” attached hereto and made a part hereof for all purposes.

7. Treatment of Existing WRR Leases.

7.1 Assignment. As of the date of this Amendment, Wai-Wize I, LP and Fiber Tower Corporation are tenants of the WRR Space pursuant to those certain Wireless-Radio-Room Leases dated November 14, 2006 and March 7, 2006, respectively (collectively, the “Existing WRR Leases”). The Existing WRR Leases shall each be included in the definition of the term “Existing MMR Lease” and the tenants under the Existing WRR Leases shall each be included in the definition of the term “Existing MMR Tenant.”

7.2 WRR Services. Tenant will be responsible for maintaining all required WRR Services for each user of any portion of the WRR Space (except Retained WRR Tenants) (including, without limitation, preparation of WRR Subleases, services, support and billing and collection of amounts due); provided, however, Landlord shall remain solely responsible for billing Retained WRR Tenants. Tenant shall provide WRR Services to WRR Subtenants and Retained WRR Tenants in a non-discriminatory manner. Tenant covenants and agrees to lease and operate the WRR Space in accordance with the Tenant Standard of WRR Space Operation (as defined below) throughout the WRR Term and to provide WRR Services to WRR Subtenants and Retained WRR Tenants in a non-discriminatory manner. As used herein, “Tenant Standard of WRR Space Operation” shall mean the operation of the WRR Space to provide WRR Services in the WRR Space to the WRR Subtenants and the Retained WRR Tenants at a level consistent with the level of services provided by Landlord as of the Effective Date. The second paragraph of Section 15.1.5 of the Lease is hereby amended in its entirety to read as follows:

In the event Tenant Parent or Tenant in good faith disputes a written notice of non-monetary default (including without limitation, the failure of Tenant to maintain the Tenant Standard of Operation or the Tenant Standard of WRR Space Operation) under Section 15.2 of the Lease, either Tenant or Landlord may initiate the Dispute Resolution Procedures and each agree to be bound thereby.

7.3 Tenant’s WRR Space Maintenance. Section 8.2 of the Lease is hereby amended to reflect that Tenant’s maintenance obligations described in Section 8.2 of the Lease shall include the WRR Space’s common area cable management systems comprised of ladder racks, fiber trays, and other similar equipment installed for the benefit of all tenants of the WRR Space.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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7.4 WRR Space Structural Load. Tenant shall not place a load upon the WRR Space exceeding the number of pounds of live load per square foot specified in Paragraph 3 above. Any cabinets, cages or partitions installed by Tenant shall be included in the calculation of the live load.

8. Landlord’s Retained Rights. Notwithstanding anything in the Lease or this Amendment to the contrary, Landlord shall retain the right to enter the WRR Space to perform Landlord’s obligations under Retained WRR Leases. Tenant agrees to cooperate with Landlord in the event Landlord requires use of any portion of the WRR Space or other equipment therein to meet said obligations. During the WRR Term, Landlord agrees not to operate in any other portion of the Building a centralized access point between the roof of the Building and other portions of the Building for the connection of antennae, satellite dishes and similar telecommunications equipment; provided, however, that notwithstanding anything in the Lease or this Amendment to the contrary, Landlord shall retain the right to grant to tenants and other parties rights to access and use the roof for any reason, including, without limitation, the right to install, maintain and operate rooftop masts, antennae, satellite dishes and other telecommunications equipment, and to connect such equipment to any portion of the Building without entering into any agreement with Tenant and Tenant shall have no rights with respect thereto.

9. Tenant Parties. The Lease is hereby amended to reflect that the term “Tenant Parties” as defined in Section 6.4.2 of the Lease shall include WRR Subtenants.

10. Electricity. An electrical metering device (or electrical metering devices) in the WRR Space is or shall be installed by Landlord, at Tenant’s sole cost and expense, for measuring electrical consumption by the WRR Space.

11. Interruption of Services. Notwithstanding anything in the Lease to the contrary, in the event of an interruption of services (as described in Section 7.3 of the Lease), Tenant shall be entitled to an abatement of Rent only with respect to the portion of the Premises affected by the interruption.

12. Casualty. The Lease is hereby amended to delete “Premises” in the first sentence of Section 9.1.1 of the Lease and to substitute “Tenant Space” therefor.

13. Subordination and Attornment. The Lease is hereby amended (i) to add “and each WRR Subtenant” after “each MMR Subtenant” in the third, fourth and fifth sentences of Section 12.1 of the Lease, (ii) to add “and WRR Subtenant’s” after “MMR Subtenant’s” in the third sentence of Section 12.1 of the Lease, (iii) to add “and/or such WRR Subtenant” after “and/or such MMR Subtenant” in the third sentence of Section 12.1 of the Lease, and (iv) to add “and/or the obligations of any WRR Subtenant under any WRR Sublease” after “and/or the obligations of any MMR Subtenant under any MMR Sublease” in the fourth sentence of Section 12.1 of the Lease.

14. Access by Landlord. The Lease is hereby amended to add “and/or Retained WRR Leases” after “Retained MMR Leases” in the first sentence of Section 17.16 of the Lease.

15. Landlord’s Self-Help Right. The Lease is hereby amended to delete “Premises” in the third sentence of Section 15.4 of the Lease and substitute “Tenant Space” therefor.

16. Execution and Enforcement.

16.1 Authority. Landlord and Tenant each represent and warrant to the other that (i) it is fully authorized and has obtained all requisite corporate approvals to execute this Amendment and perform its obligations under the Lease as amended by this Amendment, (ii) its execution of this Amendment will not constitute a breach under any agreement to which it is a party, and (iii) it is not required to obtain the consent of any person or party prior to the execution of this Amendment (or if such consent is required, then it has obtained such consent).

16.2 Entire Agreement. The Lease, as amended by this Amendment, constitutes the entire and exclusive agreement between Landlord and Tenant relating to the Tenant Space, and each of the aforementioned documents may be altered, amended or revoked only by an instrument in writing signed by the party to be charged

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thereby. All prior or contemporaneous oral agreements, understandings and/or practices relative to the leasing or use of the Tenant Space are merged herein or revoked hereby.

16.3 Remainder of Lease to Continue in Effect. Except as amended by this Amendment, the Lease shall remain in full force and effect and is hereby ratified and confirmed by Landlord and Tenant. In the event of any conflict between the provisions of the Lease and the provisions of this Amendment, the provisions of this Amendment shall prevail.

16.4 Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of which taken together shall constitute one and the same Amendment. This Amendment may be executed and delivered by facsimile or other electronic counterparts, each of which shall have the same validity as an original counterpart.

16.5 Exhibits. All exhibits attached hereto are incorporated herein by this reference:

Exhibit A – Depiction of WRR Space

Exhibit B – Additional Conduit Space

Exhibit C – Base Rent as of the Effective Date

Replacement Exhibit G-l – Tenant Expansion Rights (Specifications)

Replacement Exhibit K – Service Level

Replacement Exhibit Q – Threshold Amount

[signature page to follow]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first written above.

LANDLORD:

DIGITAL – BRYAN STREET PARTNERSHIP, L.P.,

a Texas limited partnership

By:	DRT – Bryan Street, LLC,
	a Delaware limited liability company, its general partner
	By:	Digital Realty Trust, L.P.,
		a Maryland limited partnership, its Member and Manager
		By:	Digital Realty Trust, Inc., a Maryland corporation, its General Partner
			By:	/s/ Glenn H. Benoist, Sr.
			Name:	Glenn H. Benoist, Sr.
			Title:	Vice President

TENANT:
TELX – DALLAS, LLC a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Its:	President

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CONSENT

The undersigned hereby consents to the modifications contained herein and agrees that its guaranty attached as Exhibit “F” to the Lease shall remain in full force and apply to the Lease as modified hereby.

THE TELX GROUP, INC.,
a Delaware corporation
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

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EXHIBIT “C”

BASE RENT AS OF THE EFFECTIVE DATE

Period			Monthly Base Rent
Effective Date	to	11/30/2007	[***]
12/1/2007	to	11/30/2008	[***]
12/1/2008	to	11/30/2009	[***]
12/1/2009	to	11/30/2010	[***]
12/1/2010	to	11/30/2011	[***]
12/1/2011	to	11/30/2012	[***]
12/1/2012	to	11/30/2013	[***]
12/1/2013	to	11/30/2014	[***]
12/1/2014	to	11/30/2015	[***]
12/1/2015	to	11/30/2016	[***]
12/1/2016	to	11/30/2017	[***]
12/1/2017	to	11/30/2018	[***]
12/1/2018	to	11/30/2019	[***]
12/1/2019	to	11/30/2020	[***]
12/1/2020	to	11/30/2021	[***]
12/1/2021	to	11/30/2022	[***]
12/1/2022	to	11/30/2023	[***]
12/1/2023	to	11/30/2024	[***]
12/1/2024	to	11/30/2025	[***]
12/1/2025	to	11/30/2026	[***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

REPLACEMENT EXHIBIT “G-l”

TENANT EXPANSION RIGHTS (SPECIFICATIONS)

1) Ancillary space for the purpose of additional heat rejection equipment (20 Ton Unit) and necessary connecting conduits, in a location and pursuant to plans and specifications therefor, approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed.

2) Masts:

• Five (5) three foot masts on the roof that can support three (3) antennae per mast;

• Six (6) antenna masts approximately 6” x 4” on the parapet of the Building. Mounting of antennas shall be located on the unistrut mounts around the interior of the parapet extending up to three feet (3’) above the top of the parapet; and

• Five (5) rooftop masts not more than eight feet (8’) in total length and extending no more than six feet (6’) above the top of the parapet wall, four inches (4”) in diameter, and not more than the weight that Landlord shall determine, in its sole and absolute discretion, is appropriate for the roof.

REPLACEMENT EXHIBIT “K”

SERVICE LEVEL

A. Service Level for Current MMR Premises:

1.      Electricity Consumption          Threshold/Specifications:	400 KW
2.      Target Battery Capacity:	Nine (9) minutes at full load
3.      Back-up Generator:	One (1) 1300 KW shared Building generators are maintained by Landlord’s engineering staff. Back-up Power is included in all AC amperage usage.
4.      HVAC Specs:	Eighty (80) total tons delivered by Liebert up flow air-cooled chilled water system. System is dedicated to Suites 2440 and maintained by Landlord’s engineering staff.
(a)    Target Temperature:	Between 68 degrees Fahrenheit and 78 degrees Fahrenheit.
(b)    Target Relative Humidity:	Between 45% and 55%.
5.      Maximum Structural Load:	75 pounds of live load per square foot. Any cabinets, cages or partitions installed by Landlord shall be included in the calculation of the live load.

B. Service Level for WRR Space:

1.      Electricity Consumption Threshold/Specifications:	Ten (10) KW
2.      Target Battery Capacity: DC Plant	6 minutes
3.      Back-up Generator:	One (1) 1300kW building generator.
4.      HVAC Specs:	3 total tons
(a)    Target Temperature:	Between 68 degrees Fahrenheit and 78 degrees Fahrenheit.
(b)    Target Relative Humidity:	Between 45% and 55%.
5.      Maximum Structural Load:	100 pounds of live load per square foot. Any cabinets, cages or partitions installed by Landlord shall be included in the calculation of the live load.

EX-10.21

Exhibit 10.21

Confidential Treatment Requested by The Telx Group, Inc.

SECOND AMENDMENT TO MASTER MEET-ME-ROOM LEASE

THIS SECOND AMENDMENT TO MASTER MEET-ME-ROOM LEASE (this “Amendment”) is made and effective as of August 3, 2007 (the “Effective Date”) by and between DIGITAL – BRYAN STREET PARTNERSHIP, L.P., a Texas limited partnership (“Landlord”), and TEL^X – DALLAS, LLC, a Delaware limited liability company (“Tenant”).

RECITALS

A. Pursuant to that certain Master Meet-Me-Room Lease between Landlord and Tenant dated as of December 1, 2006 (the “Lease Agreement”), as amended by that certain First Amendment to Master Meet-Me-Room Lease dated June 29, 2007 (the “First Amendment”), Tenant has certain rights to use and occupy certain premises (the “Current MMR Premises”) located in the Building, as more particularly described in the Lease. The Lease Agreement, as amended by the First Amendment, is herein referred to as the “Lease”.

B. All capitalized terms used herein without definition are defined as set forth in the Lease.

C. Landlord and Tenant hereby desire by this Amendment to amend the Lease upon and subject to each of the terms, conditions, and provisions set forth herein.

NOW, THEREFORE, in consideration of the recitals set forth above, the agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant hereby agree as follows:

1. MMR Expansion Space. As of the earlier date (the “MMR Expansion Commencement Date”) to occur of (i) the MMR Expansion Space Completion Date (as defined in Exhibit “C”), or (ii) November 1, 2007, the Premises shall be expanded to include certain space currently identified as Suite Nos. 2442, 2445 and 2460, containing approximately 5,240 rentable square feet, and as further depicted on Exhibit “A” attached hereto and incorporated herein by reference (the “MMR Expansion Space”). Subject to Exhibit “C” attached to this Amendment and incorporated herein by reference, Tenant shall accept and shall have the right to occupy the MMR Expansion Space in its “AS IS, WHERE IS” condition. Tenant acknowledges and agrees that (i) no representation or warranty (express or implied) has been made by Landlord as to the condition of the MMR Expansion Space or its suitability or fitness for the conduct of Tenant’s Permitted Use, its business or for any other purpose and (ii) Landlord shall have no obligation to construct or install any improvements in or to make any other alterations or modifications to the MMR Expansion Space except as expressly provided in this Amendment. The taking of possession of the MMR Expansion Space by Tenant shall conclusively establish that the MMR Expansion Space was at such time in good order and clean condition. Tenant’s right to use, occupy, lease and sublease the MMR Expansion Space shall be subject to all terms and conditions of me Lease and this Amendment. Except as otherwise provided in this Amendment, all references in the Lease to the Premises shall include the MMR Expansion Space.

2. Base Rent and Threshold Amount. As of the MMR Expansion Commencement Date, Base Rent shall be as set forth in Exhibit “B” attached hereto and incorporated herein by reference and Exhibit “Q” to the Lease shall be deleted and replaced with Exhibit “Q” attached hereto and incorporated herein by reference.

3. Service Level. As of the MMR Expansion Commencement Date, Exhibit “K” to the Lease shall be deleted and replaced with Exhibit “K” attached hereto and incorporated herein by reference.

4. Electricity. Landlord shall furnish electricity to the MMR Expansion Space in accordance to the MMR Expansion Space Specifications (as defined in Exhibit “C”). Electrical consumption by the MMR Expansion Space shall be measured by an electrical metering device (or electrical metering devices) in the MMR Expansion Space installed by Landlord as part of the MMR Expansion Space Specifications.

5. Execution and Enforcement.

5.1 Authority. Landlord and Tenant each represent and warrant to the other that (i) it is fully authorized and has obtained all requisite corporate approvals to execute this Amendment and perform its obligations under the Lease as amended by this Amendment, (ii) its execution of this Amendment will not constitute a breach under any agreement to which it is a party, and (iii) it is not required to obtain the consent of any person or party prior to the execution of this Amendment (or if such consent is required, then it has obtained such consent).

5.2 Entire Agreement. The Lease, as amended by this Amendment, constitutes the entire and exclusive agreement between Landlord and Tenant relating to the Tenant Space, and each of the aforementioned documents may be altered, amended or revoked only by an instrument in writing signed by the party to be charged thereby. All prior or contemporaneous oral agreements, understandings and/or practices relative to the leasing or use of the Tenant Space are merged herein or revoked hereby; provided, however, the provisions of this Section shall not operate to amend, modify or otherwise terminate the Operating Agreement or that certain Referral Agreement dated as of December 1, 2006 by and between the parties to the Operating Agreement.

5.3 Remainder of Lease to Continue in Effect. Except as amended by this Amendment, the Lease shall remain in full force and effect and is hereby ratified and confirmed by Landlord and Tenant. In the event of any conflict between the provisions of the Lease and the provisions of this Amendment, the provisions of this Amendment shall prevail.

5.4 Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of which taken together shall constitute one and the same Amendment. This Amendment may be executed and delivered by facsimile or other electronic counterparts, each of which shall have the same validity as an original counterpart.

5.5 Exhibits. All exhibits attached hereto are incorporated herein by this reference:

Exhibit A — Depiction of MMR Expansion Space

Exhibit B — Base Rent as of the MMR Expansion Commencement Date

Exhibit C — Work Letter

Schedule “C-l” — MMR Expansion Space Specifications

Schedule “C-2” — Acceptance Criteria

Schedule “C-3” — Gating Process — Project Delivery Cycle

Exhibit D — Early Access for Additional Alterations

Replacement Exhibit K — Service Level

Replacement Exhibit Q — Threshold Amount

[signature page to follow]

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first written above.

LANDLORD:

DIGITAL – BRYAN STREET PARTNERSHIP, L.P.,

a Texas limited partnership

By: DRT – Bryan Street, LLC,
a Delaware limited liability company,
its general partner

By: Digital Realty Trust, L.P., a Maryland limited partnership,
its Member and Manager

By: Digital Realty Trust, Inc.,
a Maryland corporation,
its General Partner

By:	/S/    GLENN H. BENOIST, SR.
Name:	Glenn H. Benoist, Sr.
Title:

TENANT:

TEL^X – DALLAS, LLC

a Delaware limited liability company

By:	/S/    J. TODD RAYMOND
Name:	J. Todd Raymond
Its:	President

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CONSENT

The undersigned hereby consents to the modifications contained herein and agrees that its guaranty attached as Exhibit “F” to the Lease shall remain in full force and apply to the Lease as modified hereby.

THE TELX GROUP, INC.,
a Delaware corporation
By:	/S/    J. TODD RAYMOND
Name:	J. Todd Raymond
Title:	President

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EXHIBIT “B”

BASE RENT AS OF THE MMR EXPANSION

COMMENCEMENT DATE

Period			Monthly Base Rent
MMR Expansion Commencement
Date	to	11/30/2007	[***]
12/1/2007	to	11/30/2008	[***]
12/1/2008	to	11/30/2009	[***]
12/1/2009	to	11/30/2010	[***]
12/1/2010	to	11/30/2011	[***]
12/1/2011	to	11/30/2012	[***]
12/1/2012	to	11/30/2013	[***]
12/1/2013	to	11/30/2014	[***]
12/1/2014	to	11/30/2015	[***]
12/1/2015	to	11/30/2016	[***]
12/1/2016	to	11/30/2017	[***]
12/1/2017	to	11/30/2018	[***]
12/1/2018	to	11/30/2019	[***]
12/1/2019	to	11/30/2020	[***]
12/1/2020	to	11/30/2021	[***]
12/1/2021	to	11/30/2022	[***]
12/1/2022	to	11/30/2023	[***]
12/1/2023	to	11/30/2024	[***]
12/1/2024	to	11/30/2025	[***]
12/1/2025	to	11/30/2026	[***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EXHIBIT “C”

WORK LETTER

1. PLANNING AND CONSTRUCTION DRAWINGS AND SPECIFICATIONS

1.1 Construction Drawings and Specifications. Landlord will provide Tenant with construction drawings and specifications for the improvements to be performed in the MMR Expansion Space (the “Construction Drawings and Specifications”) prepared by the Architect (as defined below) based upon, and consistent with, the specifications (the “MMR Expansion Space Specifications”) attached as Schedule “C-l” and incorporated herein by reference. Tenant will approve or disapprove the Construction Drawings and Specifications in writing within ten (10) business days after receiving them. Tenant’s disapproval of the Construction Drawings and Specifications must be limited to, and based upon, an inconsistency between the Construction Drawings and Specifications and Schedule “C-l”. If Tenant disapproves the Construction Drawings and Specifications, Landlord will provide appropriately revised Construction Drawings and Specifications to Tenant for approval (or disapproval) within ten (10) business days on the same basis as set forth above.

1.2 Changes to Construction Drawings and Specifications. After final approval of the Construction Drawings and Specifications under Section 1.1 above, Tenant may request any change, addition or alteration in any of the MMR Expansion Space Specifications or Construction Drawings and Specifications (collectively, “Tenant Changes”). If Landlord approves the Tenant Changes (which approval will not be unreasonably withheld, conditioned or delayed), Landlord will notify Tenant by delivering a “Change Order Proposal” setting forth the anticipated additional cost and delay in completing Landlord’s Work which would be caused by such revisions. Tenant will approve or disapprove the increased cost and delay within five (5) business days after such notice. If Tenant so approves, Tenant will execute a change order (“Change Order”) describing the Tenant Changes and the additional cost and delay. If Tenant fails to approve the increased cost and delay within five (5) business days after such notice, Tenant will be deemed to have withdrawn the proposed change and Landlord will not proceed to perform such change. The term “Landlord’s Work” shall mean all work to be performed pursuant to the MMR Expansion Space Specifications and the Construction Drawings and Specifications and all Tenant Changes.

2. COSTS OF THE TENANT IMPROVEMENTS

2.1 Construction Costs. Tenant shall bear all costs incurred by Landlord in performing Landlord’s Work (including, without limitation, design of Landlord’s Work and preparation of the Construction Drawings and Specifications, costs of construction labor and materials, costs of permits, asbestos survey costs, related taxes and insurance costs, all of which costs are herein collectively called the “Construction Costs”). In consideration for Landlord’s construction supervision services, Tenant shall pay to Landlord a construction supervision fee equal to three percent (3%) of the Construction Costs.

2.2 Progress Payments. The Construction Costs shall be paid by Tenant to Landlord as follows:

(i) Landlord may submit or cause Landlord’s contractor to submit to Tenant’s Representative applications for progress payments (each, an “Application for Payment”), in a standard AIA Application and Certificate for Payment form no more often than monthly. Each Application for Payment shall be for the aggregate cost of the Construction Costs incurred prior to the month in which the applicable Application for Payment is delivered and for which a prior Application for Payment has not been previously submitted to Tenant. The costs and expenses for which each reimbursement is requested shall be segregated and reasonably detailed within a schedule attached to each Application for Payment.

(ii) Each Application for Payment shall be certified by Landlord, Landlord’s contractor or the Architect as to the matters contained therein.

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(iii) Within ten (10) business days after Landlord’s submission of an Application for Payment to Tenant, Tenant shall pay to Landlord an amount equal to the payment requested on the Application for Payment.

3. CONSTRUCTION OF LANDLORD’S WORK

3.1 Completion of Landlord’s Work. Landlord’s Work shall be constructed by a contractor or vendor selected by Landlord and approved by Tenant and in accordance with the approved Construction Drawings and Specifications. For information purposes, a description of Landlord’s construction gating process and project delivery cycle is attached hereto as Schedule “C-3” and incorporated herein by reference. Within thirty (30) days after the execution and delivery of this Amendment by Landlord and Tenant, Landlord, with approval by Tenant’s Representative, shall select the General Contractor, the architect (the “Architect”), the commissioning agent and the project inspecting engineer (the “Project Inspecting Engineer”) and shall develop the tentative milestone construction schedule (the “Milestone Construction Schedule”) and construction budget (the “Budget”) with respect to Landlord’s Work. Tenant shall provide Landlord with such information and respond to Landlord’s requests for approvals as is necessary to finalize the foregoing selections, Milestone Construction Schedule and Budget within three (3) business days of Landlord’s request Tenant shall not unreasonably withhold, condition or delay any approval required of Tenant hereunder.

3.2 Punch List. When Landlord reasonably believes that the construction of Landlord’s Work is Substantially Completed, Landlord shall schedule a walk-through of the MMR Expansion Space to be attended by the Architect, Landlord and Tenant. Landlord and Tenant shall agree upon, and the Architect (or, failing that, Landlord) shall prepare, a “Landlord’s Work Punch List” identifying the corrective work of the type commonly found on an architectural Punch List with respect to Landlord’s Work, which list shall be in accordance with industry standards and shall be based on whether such items were required by the Construction Drawings and Specifications. Landlord shall promptly commence the correction of Landlord’s Work Punch List items and diligently pursue such work to completion.

3.3 Tenant’s Representative. Tenant shall designate a sole representative (“Tenant’s Representative”) with respect to matters related to Landlord’s Work, who shall have the full authority and responsibility to act on behalf of Tenant with respect to such matters. Landlord will provide notice to Tenant’s Representative on an ongoing basis of the progress of Landlord’s Work. Tenant’s Representative shall have the right to attend construction meetings and review Landlord’s Work at each critical stage of the project, including monitoring the Site Commissioning/Turn Up.

4. MISCELLANEOUS

4.1 Definitions. The “MMR Expansion Space Completion Date” shall mean the date on which all of the following events (“MMR Expansion Space Completion Date Conditions”) have occurred or would have occurred but for Tenant Delay (as defined below: (1) Landlord has Substantially Completed (as defined below) Landlord’s Work, (2) Landlord has performed its site commissioning/turn up (the “Site Commissioning/Turn-Up”) with respect to Landlord’s Work pursuant to the acceptance criteria (“Acceptance Criteria”) set forth on Schedule “C-2” attached hereto and incorporated herein by reference, (3) Landlord has cured any deficiencies in Landlord’s Work identified in the Site Commissioning/Turn-Up, (4) Landlord has delivered to Tenant a copy of the Site Commissioning/Turn-Up report to Tenant, and (5) Landlord has delivered possession of the MMR Expansion Space to Tenant As used in this Amendment, the term “Substantially Completed” shall mean (i) the Architect has certified that Landlord’s Work is complete except for minor details of construction or mechanical adjustments which do not materially interfere with Tenant’s use and enjoyment of the MMR Expansion Space for the Permitted Use, and (ii) Landlord’s Work has been inspected and approved by the appropriate governmental entity having jurisdiction to permit the issuance of a certificate of occupancy. “Dedicated Equipment” as used in the Lease shall include the systems dedicated to the MMR Expansion Space, including, but not limited to, the systems more particularly described in the MMR Expansion Space Specifications described in the attached Schedule “C-2”.

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4.2 Risk of Loss. All materials, work and installations of any nature brought upon or installed in the Tenant Space before the MMR Expansion Space Completion Date shall be at the risk of the party who brought such materials or items onto the MMR Expansion Space.

4.3 Cooperation. Landlord and Tenant shall use good faith efforts to cooperate in Landlord’s and Tenant’s shared goal to cause the MMR Expansion Space Completion Date to occur within four (4) months following the Effective Date and to resolve any material concerns of Tenant with respect to the construction of Landlord’s Work and/or the timely completion thereof.

4.4 Disputes. During its monitoring and inspection, if Tenant has any issue or dispute it wishes to raise with Landlord, Tenant shall give written notice thereof to Landlord. Landlord and Tenant will discuss the issue or dispute and work in good faith to seek a resolution thereof acceptable to Landlord and Tenant. In the event of a dispute between Landlord and Tenant related to Landlord’s performance of Landlord’s Work, any other issue relating to this Exhibit, and/or the Site Commissioning/Turn-Up, the parties agree to abide by the decision of the Project Inspecting Engineer.

5. ADDITIONAL ALTERATIONS

5.1 Tenant may, at Tenant’s sole cost and expense, construct and install, or have constructed and installed, additional alterations (the “Additional Alterations”) in the MMR Expansion Space pursuant to the terms and conditions of Exhibit “D”.

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SCHEDULE “C-l”

MMR EXPANSION SPACE SPECIFICATIONS

Program Outline 2323

Bryan MMR Expansion

April 30, 2007 – Revision 6

General:

Digital Realty Trust is planning for the expansion of the MMR at 2323 Bryan Street to accommodate a lease agreement with TelX.

Allocated area will be approximately 4200 SQFT adjacent to suite 2440, north side of building.

Typical spaces / approximate sizes

MMR - Suite 2440	4200 SQFT
Electrical Equipment Room - Suite 2460	962 SQFT

We will consider the use of quality surplus and/or reconditioned equipment for this project. Digital Realty Trust may purchase some or all of the major equipment directly.

Redundancy Requirements Summary:

a) Electrical Utility Feed: N. Use existing generator on Bus riser # 2.

b) 480V Distribution / ATS: N, Existing emergency riser

c) UPS: N

d) Mechanical CRAC Units: N+l

e) Mechanical Heat Rejection: N+l

-1-

Architectural:

1) Typical Finishes: a) Walls – Painted gypsum board; Color to be ICI “Frost” (MP#55YY 80/072) b) Columns to be painted Accent Color 1, Benjamin Moore “Oxford Grey” ( #2128-40) c) Doors and frames – Hollow metal painted Accent Color 1, as above in Semi-Gloss d) Floor Tile (VCT) – Armstrong Excelon Stonetex “Pebble Gray” (#52122) e) Wall Base is to be Burke Rubber Wall base (4”) “ORE” ( #628) f) Existing concrete ceiling structure shall be left exposed. The ceiling structure shall be painted flat black. g) Match existing finishes if above finishes are not currently in use.

Structural:

1) Provide structural review of all areas where infrastructure equipment is proposed to be located, such as the roof, slabs on grade, elevated slabs, etc. 2) Explore structural design to support installation of new infrastructure equipment in Suite 2460. Expect need for additional steel support.

Electrical System Design:

1) Use existing 600A feed on Bus Riser # 2. 2) Basis of the MMR Expansion design shall be new capacity consisting of (2) 80 kVA UPS systems, 2000 Amp DC Plant populated with 600A of rectifiers at N+1. 3) Confirm available electrical power capacity for the “Critical Customer IT Equipment Load”

The calculations shall consider the UPS system typology, miscellaneous loads and mechanical equipment implemented at this building: a) Air – cooled DX System b) The goal is for an infrastructure designed to support 210 kW of Critical Customer IT Equipment Load. 130kW of this load is AC and 80 kW is DC. c) Emergency Power Off (EPO) systems shall comply with Digital Realty Guideline Specification 25-98-00-01 d) Electrical Coordination study and Arc-Flash study to be provided by Electrical Engineer of record

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Generators / Sub-Stations / Switchgear / Automatic Transfer Switches:

1) Generator: Use existing riser system. Confirm capacity availability. a) 480 Volt Electrical Substation & Main Switchgear: Existing b) New Electrical Equipment: Match Existing c) UL-rated 891 Equipment d) Consider use of 100% rated breakers where appropriate

UPS Systems:

1) UPS systems shall be designed as an N system with 2 x 80 kVA modules. Consider 208 input, 208 output system. a) Static switch to be momentary rated b) Provide external maintenance bypass – a separate board c) Preferred Vendors: Liebert and MGE d) Power distribution: i) Preferred vendors: PDI, United Power

DC Plant

1) 2000 Amp System with 600 Amps of rectifiers required. 2) Battery back-up should support 1600 amps for 60 minutes. 3) Requires 5 BDFB’s.

Grounding:

1) Data Center Grounding: Refer to Digital Realty Trust’s Telecommunications Grounding and Bonding Standard 16700 latest revision. 2) Lightning Protection: Expand / modify as required to protect all new roof top equipment installations.

Mechanical:

1) Non-raised floor environment a) Provide upflow cooling 2) Freeblow cooling - provide elbow on unit. 3) Space Condition will be 68 - 78 degrees Fahrenheit. 40 – 55% relative humidity. 4) CRAC Units shall be installed in a “number of units needed + 1 configuration – that is one redundant unit will be provided in addition to the number of units needed to cool the Critical Customer IT Equipment Load. a) CRAC Units - Preferred vendors: Liebert or Stoltz. 5) Where steel framed equipment support platforms are provided on the roof, pipes and conduits shall not hang lower then 6-inches from the bottom of the steel.

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6) All conduits and piping to be supported off of the roof deck on building standard sleeper and secured with anti-vibration clamp/straps. 7) All piping shall be welded steel for 2” and larger pipe size. Pipe sizes 2” and smaller may be copper type L soldered connections. 8) All mechanical piping will be routed overhead. 9) Leak detection shall be provided and shall only be “rope type” (no exceptions). a) CRAC / CRAH unit manufacturer shall provide leak detection system for the drip pan of the unit. 10) Provide code required ventilation for DC Power Plant Batteries.

Fire Protection:

1) Augment and extend existing system(s) if possible.

2) Connect or extend existing fire panel.

3) Do not tie datacenter HVAC system to Fire Alarm System for automatic shutdown.

4) Extend existing Analaser.

5) No gaseous or chemical fire protection.

BAS – Building Automation Systems: Upgrade is ~ 80 % Complete

1) Digital Realty Trust has standardized their Energy Management & Monitoring System on Tour Andover Controls. Generally, this system shall monitor and/or control. a) CRAC Units b) Mechanical Heat Rejection Equipment & Pumps c) UPS Systems d) PDU’s e) Fire Alarm – General Alarm monitored from a volt free contact in the Fire Alarm Panel f) Water Flow Switch – Alarm monitored from a volt free contact g) Security System – General Alarm monitored from a volt free contact in the Security System h) Meet Me Room Temperature/Humidity sensors – quantity to be determined based on room size / configuration i) Lighting j) Power Metering & Monitoring System / EMS – Energy Management System 2) This system shall monitor all of the critical equipment for this Meet Me Room. All alarms shall page the building engineer (and/or service provider).

3) Control wiring to be in conduit in MEP spaces and within 10 vertical feet of the floor. All other conditions should have wiring in a tray, hung on J-hooks or tie-wrapped to other piping in a workmanlike manner.

4

Power Metering & Monitoring System / EMS – Energy Management System:

1) Digital Realty Trust has standardized their Power Metering & Monitoring System / EMS – Energy Management System on Square D PowerLogic.

2) Provide a revenue grade meter at the main distribution voltage supply switch that supplies power to the system(s) serving the Meet Me Room.

Security:

1) Digital Realty Trust has standardized their Security Systems on AMAG (implemented in partnership with Tour Andover Controls). This system will provide access control and DVR recording of cameras.

2) Main entry doors (quantity to be determined) will have dual authentication access control consisting of a combination card & biometric finger print reader.

3) The other door(s) from the Meet Me Room shall be exit only – alarmed & monitored.

4) Electrical room will have one card reader access door. All other doors will be key only access / exit only – alarmed & monitored.

5) Provide one color cameras at each of the following locations: a) At each entry and egress door from the Meet Me Room.

Commissioning

1) An independent commissioning agent shall be included in the design team a) Follow DLR “Test and Commissioning Standard for Datacenters.” b) Commissioning agent shall to be selected at Gate 2-1 c) Commissioning by approved vendor.

5

Mechanical and Electrical Load Calculator

Item		Units	@		Notes
Total Square Footage (Rentable)	5,240	sf
Raised Floor Square Footage (Gross)	4,200	sf
Watts per Square Foot	50	W/sf
IT Process Load	233	kVA
IT Process Load	210	kW			Includes AC Load of 130 kW and DC Load of 80 kW
UPS required	233	kVA	0.9		Power Factor of UPS
Process Lighting and Convenience	17	kW	4		W/sf of raised floor
MEP Critical Cooling Burden	23	kW	l0	%	of kVA
Total Precision Cooling Load	250	kW
Sensible Cooling Required	71	Tons	3.516		kW/ton
Assumed Illegible T	20	Illegible F
Required airflow	39,523	cfm
Mechanical Load	1.50	kW/ton	Rejection		Air Cooled DX
Electrical Load for Mechanical Systems	107	kW
Combined Process and Critical Loads	357	kW	10	%
Factor
Required Generator Capacity	393	kW
Required 480V 30 Power	413	kVA	0.95		Power Factor
Maximum number of Racks	39
KVA per Rack	6.0	kVA
KW per Rack	5.4	kW
Square Footage Required per Rack	108	sf

6

EXHIBIT “D”

EARLY ACCESS FOR ADDITIONAL ALTERATIONS

1. Early Access. Tenant shall be responsible for installing, at Tenant’s sole cost and expense, any and all work (other than Landlord’s Work) for the MMR Expansion Space (collectively, the “Additional Alterations”). Tenant’s right to perform the Additional Alterations shall be subject to Landlord’s prior written approval of the plans and specifications therefor (the “Additional Alterations Construction Drawings and Specifications”) and the contractors who will perform such work, such consent not to be unreasonably withheld, conditioned or delayed. Landlord shall respond to a request by Tenant for Landlord’s consent to the plans and specifications for the Additional Alterations and the contractors who will perform the Additional Alterations within ten (10) business days after such a request Tenant and its contractors, subcontractors, space planner/interior architect, engineers, consultants, vendors, suppliers and other representatives, and their respective employees, shall be permitted to enter the MMR Expansion Space (“Early Access”) at least thirty (30) days prior to the MMR Expansion Space Completion Date (the “Early Access Period”) for the purposes of inspecting same, for performing the Additional Alterations, as well as installing fixtures and equipment (including, but not limited to, telephone, communications and computer equipment, further including wiring and cabling for same). Any such permission shall constitute a license only, conditioned upon Tenant’s:

(a) working in harmony with Landlord and Landlord’s agents, contractors, workmen, mechanics and suppliers and with other tenants and occupants of the Building; and

(b) furnishing Landlord with such insurance as Landlord may reasonably require against liabilities which may arise out of such entry.

Notwithstanding anything in this Lease to the contrary, the Early Access Period may be reduced by Landlord to the extent such Early Access materially interferes with Landlord’s ability to complete Landlord’s Work.

2. Construction of the Additional Alterations. Tenant may request Landlord to perform the Additional Alterations, in which event the general contractor performing Landlord’s Work shall perform the Additional Alterations. If Landlord performs the Additional Alterations, the provisions of this Paragraph 2 and Paragraph 3 below shall apply. “Additional Alterations Costs” shall mean all costs incurred by Landlord in connection with the design, construction, installation and permitting of the Additional Alterations, including, without limitation, Landlord’s costs related to Landlord’s employees involved in the Additional Alterations. Landlord and Tenant shall cooperate to create a preliminary budget for the Additional Alterations, which budget shall be subject to Landlord’s and Tenant’s reasonable approval. After the final completion of Punch List (defined below) items, Landlord and Tenant shall cooperate to create a final budget detailing all Additional Alterations Costs. Within ten (10) business days after the parties’ approval of such final budget, Tenant shall pay to Landlord an amount equal to one hundred ten percent (110%) of the Additional Alterations Costs based on the final budget.

3. Punch List. If Landlord performs the Additional Alterations, then when Landlord reasonably believes that the construction of the Additional Alterations is substantially completed, Landlord shall schedule a walk-through of the MMR Expansion Space to be attended by the project architect, Landlord and Tenant. Landlord and Tenant shall agree upon, and the architect (or, failing that, Landlord) shall prepare, a “Punch List” identifying the corrective work of the type commonly found on an architectural Punch List with respect to the Additional Alterations, which list shall be in accordance with industry standards and shall be based on whether such items were required by the approved Additional Alterations Construction Drawings and Specifications. If Landlord performs the Additional Alterations, Landlord shall promptly commence the correction of Punch List items and diligently pursue such work to completion.

1

REPLACEMENT EXHIBIT “K”

SERVICE LEVEL

A. Service Level for Current MMR Premises:

1. Electricity Consumption     Threshold/Specifications:	400 KW
2. Target Battery Capacity:	Nine (9) minutes at full load
3. Back-up Generator:	One (1) 1300 KW shared Building generators are maintained by Landlord’s engineering staff. Back-up Power is included in all AC amperage usage.
4. HVAC Specs:	Eighty (80) total tons delivered by Liebert up flow air-cooled chilled water system. System is dedicated to Suites 2440 and maintained by Landlord’s engineering staff.
(a) Target Temperature:	Between 68 degrees Fahrenheit and 78 degrees Fahrenheit.
(b) Target Relative Humidity:	Between 45% and 55%.
5. Maximum Structural Load:	75 pounds of live load per square foot. Any cabinets, cages or partitions installed by Landlord shall be included in the calculation of the live load.

B. Service Level for WRR Space:

1. Electricity Consumption Threshold/Specifications:	Ten (10) KW
2. Target Battery Capacity:	None.
3. Back-up Generator:	None.
4. HVAC Specs:	5 total tons delivered by Liebert up flow air-cooled condenser water system. Heat rejection is shared with air conditioners dedicated to Suite 570 and maintained by Landlord’s engineering staff.
(a) Target Temperature:	Between 68 degrees Fahrenheit and 78 degrees Fahrenheit.
(b) Target Relative Humidity:	Between 45% and 55%.
5. Maximum Structural Load:	100 pounds of live load per square foot. Any cabinets, cages or partitions installed by Landlord shall be included in the calculation of the live load.

1

C. Service Level for MMR Expansion Space:

1. Electricity Consumption     Threshold/Specifications:	210 KW
2. Target Battery Capacity:	DC-Sixty (60) minutes at 80% load AC-Eight (8) minutes at 80% load
3. Back-up Generator:	One (1) 1300 KW shared Building generator is maintained by Landlord’s engineering staff. Back-up Power is included in all AC amperage usage.
4. HVAC Specs:	One Hundred (100) total tons delivered by Liebert DX unites. System is dedicated to Suite 2442 & 2445 and maintained by Landlord’s engineering staff
(a) Target Temperature:	Between 68 degrees Fahrenheit and 78 degrees Fahrenheit.
(b) Target Relative Humidity:	Between 45% and 55%.
5. Maximum Structural Load:	75 pounds of live load per square foot. Any cabinets, cages or partitions installed by Landlord shall be included in the calculation of the live load.

2

REPLACEMENT EXHIBIT “O”

THRESHOLD AMOUNT

Period			Threshold Amount
MMR Expansion Commencement Date	to	11/30/2007	[***]
12/1/2007	to	11/30/2008	[***]
12/1/2008	to	11/30/2009	[***]
12/1/2009	to	11/30/2010	[***]
12/1/2010	to	11/30/2011	[***]
12/1/2011	to	11/30/2012	[***]
12/1/2012	to	11/30/2013	[***]
12/1/2013	to	11/30/2014	[***]
12/1/2014	to	11/30/2015	[***]
12/1/2015	to	11/30/2016	[***]
12/1/2016	to	11/30/2017	[***]
12/1/2017	to	11/30/2018	[***]
12/1/2018	to	11/30/2019	[***]
12/1/2019	to	11/30/2020	[***]
12/1/2020	to	11/30/2021	[***]
12/1/2021	to	11/30/2022	[***]
12/1/2022	to	11/30/2023	[***]
12/1/2023	to	11/30/2024	[***]
12/1/2024	to	11/30/2025	[***]
12/1/2025	to	11/30/2026	[***]

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EX-10.22

Exhibit 10.22

Confidential Treatment Requested by The Telx Group, Inc.

THIRD AMENDMENT TO

MASTER MEET-ME-ROOM LEASE

THIS THIRD AMENDMENT TO MASTER MEET-ME-ROOM LEASE (this “Amendment”) is made and entered into as of (but not necessarily on) the latest date of execution as shown on the signature page hereof (the “3A Effective Date”), by and between DIGITAL-BRYAN STREET PARTNERSHIP, L.P., a Texas limited partnership (“Landlord”), and TEL^X – DALLAS, LLC, a Delaware limited liability company (“Tenant”).

WITNESSETH:

WHEREAS, Digital Realty Trust, L.P., a Maryland limited partnership (“DLR”) and The Tel^x Group, Inc., a Delaware corporation (‘Tenant Parent”) have entered into that certain Operating Agreement (the “Operating Agreement”) dated as of December 1, 2006;

WHEREAS, Landlord and Tenant have heretofore entered into that certain Master Meet-Me-Room Lease having an effective date of December 1, 2006 (the “Original Lease”), as amended by that certain First Amendment to Master Meet-Me-Room Lease having an effective date of June 29, 2007 (the “First Amendment”), and that certain Second Amendment to Master Meet-Me-Room Lease having an effective date of August 3, 2007 (the “Second Amendment”) (the Original Lease, as so amended, the “Lease”), covering approximately 11,838 square feet of space in Suite 2440 of the Building (the “Premises”) and certain conduit space and certain ancillary space in the wireless radio room (collectively, the “Tenant Space”) in that certain building (the “Building”) located at 2323 Bryan Street, Dallas, Texas;

WHEREAS, Tenant Parent and Tenant have requested that DLR allocate the entirety of the MMR Alteration Allowance (as defined in Article VI of the Operating Agreement) (i.e., $2,400,000.00) to fund certain Alterations to the Tenant Space at the Building; and

WHEREAS, Landlord and Tenant desire to further modify the terms of the Lease in accordance with the terms and conditions herein provided.

NOW, THEREFORE, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid by each party hereto to the other, the receipt and sufficiency of which are hereby mutually acknowledged, Landlord and Tenant hereby agree as follows:

1. MMR Alteration Allowance. Landlord has agreed to provide to Tenant the entire $2,400,000.00 MMR Alteration Allowance (as defined in Article VI of the Operating Agreement) for certain MMR Alterations (as defined in Article VI of the Operating Agreement) to the Tenant Space.

-1-

2. Base Rent.

A. Current Base Rent. Currently, Exhibit “B” to the Second Amendment, related to Tenant’s Base Rent under the Lease, states;

Period			Monthly Base Rent
MMR Expansion Commencement Date	to	11/30/2007	[***]
12/1/2007	to	11/30/2008	[***]
12/1/2008	to	11/30/2009	[***]
12/1/2009	to	11/30/2010	[***]
12/1/2010	to	11/30/2011	[***]
12/1/2011	to	11/30/2012	[***]
12/1/2012	to	11/30/2013	[***]
12/1/2013	to	11/30/2014	[***]
12/1/2014	to	11/30/2015	[***]
12/1/2015	to	11/30/2016	[***]
12/1/2016	to	11/30/2017	[***]
12/1/2017	to	11/30/2018	[***]
12/1/2018	to	11/30/2019	[***]
12/1/2019	to	11/30/2020	[***]
12/1/2020	to	11/30/2021	[***]
12/1/2021	to	11/30/2022	[***]
12/1/2022	to	11/30/2023	[***]
12/1/2023	to	11/30/2024	[***]
12/1/2024	to	11/30/2025	[***]
12/1/2025	to	11/30/2026	[***]

B. Additional Base Rent. Pursuant to the terms of the Operating Agreement, to fully amortize Landlord’s cost of the MMR Alteration Allowance allocated herein over a ten (10) year term at an interest rate of ten percent (10%) per annum compounded monthly, Tenant’s additional Base Rent (the “3A Supplemental Rent”) for the period beginning on April 1, 2008 through and including March 31, 2018 (the “3A Supplemental Rent Period”) shall be as follows:

Period			Additional Monthly Base Rent
4/1/2008	to	3/31/2018	[***]

C. Total Base Rent. Accordingly, effective as of the 3A Effective Date, (i) Exhibit “B” to the Second Amendment shall be deleted in its entirety, (ii) Exhibit “C” to the First Amendment shall be deleted in its entirety, and (iii) Item 9 of the Basic Lease Information of the Lease is hereby amended in its entirety to read as follows:

9. Base Rent: [***] per month for the period December 1 , 2006 through June 28, 2007 [***] per month for the period June 29, 2007 through October 31, 2007

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

-2-

[***] per month for the period November 1, 2007 through November 30, 2007

[***] per month for the period December 1, 2007 through March 31, 2008

[***] per month for the period April 1, 2008 through November 30, 2008

[***] per month for the period December 1, 2008 through November 30, 2009

[***] per month for the period December 1, 2009 through November 30, 2010

[***] per month for the period December 1, 2010 through November 30, 2011

[***] per month for the period December 1, 2011 through November 30, 2012

[***] per month for the period December 1, 2012 through November 30, 2013

[***] per month for the period December 1, 2013 through November 30, 2014

[***] per month for the period December 1, 2014 through November 30, 2015

[***] per month for the period December 1, 2015 through November 30, 2016

[***] per month for the period December 1, 2016 through November 30, 2017

[***] per month for the period December 1, 2017 through March 31, 2018

[***] per month for the period April 1, 2018 through November 30, 2018

[***] per month for the period December 1, 2018 through November 30, 2019

[***] per month for the period December 1, 2019 through November 30, 2020

[***] per month for the period December 1, 2020 through November 30, 2021

[***] per month for the period December 1, 2021 through November 30, 2022

[***] per month for the period December 1, 2022 through November 30, 2023

[***] per month for the period December 1, 2023 through November 30, 2024

[***] per month for the period December 1, 2024 through November 30, 2025

[***] per month for the period December 1, 2025 through November 30, 2026

D. Prepayment Option. Notwithstanding anything to the contrary herein, during the period beginning April 1, 2008, through and including December 31, 2009 (the “3A Prepayment Period”). Tenant shall have the option to make payments to Landlord (each, a “3A Principal Prepayment”), in increments of $100,000.00, of any of the then-outstanding principal balance of the MMR Alteration Allowance, as outlined on the amortization schedule attached hereto as Schedule 2.D, plus any and all accrued and unpaid interest on such 3A Principal Prepayment. In the event that Tenant elects to make a 3A Principal Prepayment, Tenant shall deliver a written notice (each, a “3A Prepayment Notice”) thereof to Landlord at least five (5) business days prior to the date of such prepayment (each, a “3A Prepayment Date”). If Tenant makes a 3A Principal Prepayment, Landlord and Tenant shall promptly enter into an amendment to the Lease reflecting such payment and the appropriate reduction of Base Rent for the balance of the 3A Supplemental Rent Period. Landlord’s obligation to accept each 3A Principal Prepayment shall be conditioned upon (i) the occurrence of the 3A Prepayment Date during the 3A Prepayment Period, and (ii) there being no outstanding Event of Default or condition which, with the passing of time and/or the giving of notice shall become an Event of Default, as of the date of the 3A Prepayment Notice or the 3A Prepayment Date.

3. Tenant Estoppel. Tenant hereby confirms and ratifies the Lease, as amended hereby, and accepts the Tenant Space “AS IS”, without the benefit of further improvements, except as expressly provided in this Amendment, and without the warranty of suitability or fitness for a particular purpose.

4. Commissions. Tenant represents that it has dealt with no broker, agent or other person in connection with this Amendment and that no broker, agent or other person brought about this Amendment, and Tenant shall indemnify and hold Landlord harmless from and against

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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any and all claims, losses, costs or expenses (including attorneys’ fees and expenses) by any broker, agent or other person claiming a commission or other form of compensation by virtue of having dealt with Tenant with regard to this transaction contemplated by this Amendment. The provisions of this paragraph shall survive the expiration of the Lease Term or any renewal or extension thereof.

5. Confidentiality. Notwithstanding anything to the contrary contained in the Lease, each party agrees that (i) the terms and provisions of the Lease and this Amendment are confidential and constitute proprietary information of the parties and (ii) it shall not disclose, and it shall cause its partners, officers, directors, shareholders, employees, brokers and attorneys to not disclose any term or provision of the Lease, as amended hereby, to any other person without first obtaining the prior written consent of the other party, except that each party shall have the right to disclose such information for valid business, legal and accounting purposes and/or if advisable under any applicable securities laws regarding public disclosure of business information.

6. Miscellaneous.

A. Any capitalized term or phrase used in this Amendment shall have the same meaning as the meaning ascribed to such term or phrase in the Lease unless expressly otherwise defined in this Amendment.

B. In the event that the terms of the Lease conflict or are inconsistent with those of this Amendment, the terms of this Amendment shall govern.

C. Except as amended by this Amendment, the terms of the Lease shall remain in full force and effect.

D. Submission of this Amendment for examination does not constitute an offer, right of first refusal, reservation of, or option for, any premises in the Building. This Amendment shall become effective only upon execution and delivery by both Landlord and Tenant.

[SIGNATURE PAGES TO FOLLOW]

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Amendment to be executed as of, but not necessarily on, the 3A Effective Date.

LANDLORD:

DIGITAL – BRYAN STREET PARTNERSHIP, L.P.,

a Texas limited partnership

By: DRT – Bryan Street, LLC,
a Delaware limited liability company,
its General Partner

By: Digital Realty Trust, L.P., a Maryland limited partnership,
its Member and Manager

By: Digital Realty Trust, Inc.,
a Maryland corporation,
its General Partner

By:	/S/    GLENN H. BENOIST, SR.
Name:	Glenn H. Benoist, Sr.
Title:	Vice President
Date:	3/31/08

TENANT:

TEL^X – DALLAS, LLC,

a Delaware limited liability company

By:	/S/    CHRIS DOWNIE
Name:	Chris Downie
Title:	VP, Treasurer
Date:	3-31-08

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GUARANTOR CONSENT AND AGREEMENT

The undersigned hereby consents to the modifications to the Lease contained herein and agrees that (i) its Guaranty dated November 20, 2006, remains in full force and effect and shall apply to the Lease as amended hereby, and (ii) the Guaranteed Payments (as defined in the Guaranty) shall include the 3A Supplemental Rent and all other sums which may become due and owing as provided herein.

THE TELX GROUP, INC.,
a Delaware corporation
By:	/S/    CHRIS DOWNIE
Name:	Chris Downie
Title:	President, CFO

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EX-10.23

Exhibit 10.23

AMENDED AND RESTATED LOAN AGREEMENT

Dated as of August 10, 2007

Between

COLO PROPERTIES ATLANTA, LLC,

as Borrower

and

UBS REAL ESTATE SECURITIES INC.,

as Lender

TABLE OF CONTENTS

		Page
I.         DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1	Definitions	2
Section 1.2	Principles of Construction	21
II.        THE LOAN
Section 2.1	The Loan	21
2.1.1	Agreement to Lend and Borrow	21
2.1.2	Single Disbursement to Borrower	21
2.1.3	The Note	21
2.1.4	Use of Proceeds	21
Section 2.2	Interest Rate	21
2.2.1	Applicable Interest Rate	21
2.2.2	Interest Calculation	22
2.2.3	Determination of Interest Rate	22
2.2.4	Usury Savings	24
Section 2.3	Loan Payments	25
2.3.1	Payment Before Maturity Date	25
2.3.2	Payment on Maturity Date	25
2.3.3	Interest Rate after Default	26
2.3.4	Late Payment Charge	26
2.3.5	Method and Place of Payment	26
Section 2.4	Prepayments	26
2.4.1	Voluntary Prepayments	26
2.4.2	Mandatory Prepayments	27
2.4.3	Prepayments After Default	27
2.4.4	Optional Repayment	27
Section 2.5	Interest Rate Cap	28
III.      REPRESENTATIONS AND WARRANTIES
Section 3.1	Borrower Representations	29
3.1.1	Organization	29
3.1.2	Proceedings	29
3.1.3	No Conflicts	29
3.1.4	Litigation	29
3.1.5	Agreements	30
3.1.6	Consents	30
3.1.7	Title	30
3.1.8	No Plan Assets	30

-i-

3.1.9	Compliance	30
3.1.10	Financial Information	31
3.1.11	Condemnation	31
3.1.12	Utilities and Public Access	31
3.1.13	Separate Lots	31
3.1.14	Assessments	31
3.1.15	Enforceability	31
3.1.16	Assignment of Leases	31
3.1.17	Insurance	31
3.1.18	Licenses	32
3.1.19	Flood Zone	32
3.1.20	Physical Condition	32
3.1.21	Boundaries	32
3.1.22	Leases	32
3.1.23	Filing and Recording Taxes	33
3.1.24	Single Purpose	33
3.1.25	Tax Filings	39
3.1.26	Solvency	39
3.1.27	Federal Reserve Regulations	40
3.1.28	Organizational Chart	40
3.1.29	Bank Holding Company	40
3.1.30	No Other Debt	40
3.1.31	Investment Company Act	40
3.1.32	Access/Utilities	40
3.1.33	No Bankruptcy Filing	40
3.1.34	Full and Accurate Disclosure	40
3.1.35	Foreign Person	41
3.1.36	No Change in Facts or Circumstances; Disclosure	41
3.1.37	Management Agreement	41
3.1.38	Perfection of Accounts	41
3.1.39	Intentionally Omitted	41
3.1.40	Patriot Act	41
Section 3.2	Survival of Representations	42
IV.      BORROWER COVENANTS
Section 4.1	Borrower Affirmative Covenants	42
4.1.1	Existence; Compliance with Legal Requirements	42
4.1.2	Taxes and Other Charges	42
4.1.3	Litigation	43
4.1.4	Access to Property	43
4.1.5	Further Assurances; Supplemental Mortgage Affidavits	43
4.1.6	Financial Reporting	43
4.1.7	Title to the Property	45
4.1.8	Estoppel Statement	45
4.1.9	Leasing Matters	46

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4.1.10	Alterations	49
4.1.11	Material Agreements	49
4.1.12	Performance by Borrower	50
4.1.13	Costs of Enforcement/Remedying Defaults	50
4.1.14	Business and Operations	50
4.1.15	Loan Fees	50
4.1.16	Intentionally Omitted	50
4.1.17	Handicapped Access	50
4.1.18	Intentionally Omitted	51
4.1.19	Notice of Certain Events	51
4.1.20	Further Assurances	51
4.1.21	Taxes on Security	51
4.1.22	Principal Place of Business, State of Organization	51
Section 4.2	Borrower Negative Covenants	52
4.2.1	Liens	52
4.2.2	Dissolution	52
4.2.3	Change in Business	52
4.2.4	Debt Cancellation	52
4.2.5	Affiliate Transactions	53
4.2.6	Zoning	53
4.2.7	Assets	53
4.2.8	No Joint Assessment	53
4.2.9	Principal Place of Business	53
4.2.10	ERISA	53
4.2.11	Material Agreements	54
4.2.12	Intentionally Omitted	54
V.       INSURANCE, CASUALTY AND CONDEMNATION
Section 5.1	Insurance	54
5.1.1	Insurance Policies	54
5.1.2	Insurance Company	58
Section 5.2	Casualty and Condemnation	58
5.2.1	Casualty	58
5.2.2	Condemnation	58
5.2.3	Casualty Proceeds	59
Section 5.3	Delivery of Net Proceeds	59
5.3.1	Minor Casualty or Condemnation	59
5.3.2	Major Casualty or Condemnation	59
VI.      RESERVE FUNDS
Section 6.1	Intentionally Omitted	63
Section 6.2	Tax Funds	63
6.2.1	Deposits of Tax Funds	63
6.2.2	Release of Tax Funds	63

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Section 6.3	Insurance Funds	63
6.3.1	Deposits of Insurance Funds	63
6.3.2	Release of Insurance Funds	63
6.3.3	Waiver of Insurance Funds	64
Section 6.4	Capital Expenditure Funds	64
6.4.1	Deposits of Capital Expenditure Funds	64
6.4.2	Release of Capital Expenditure Funds	64
Section 6.5	Rollover Funds	66
6.5.1	Deposits of Rollover Funds	66
6.5.2	Release of Rollover Funds	66
Section 6.6	Intentionally Omitted	66
Section 6.7	Security Interest in Reserve Funds	66
6.7.1	Grant of Security Interest	66
6.7.2	Income Taxes	67
6.7.3	Prohibition Against Further Encumbrance	67
VII.    PROPERTY MANAGEMENT
Section 7.1	The Management Agreement	67
Section 7.2	Prohibition Against Termination or Modification	67
Section 7.3	Replacement of Manager	68
VIII.  PERMITTED TRANSFERS
Section 8.1	Transfer or Encumbrance of Property	68
Section 8.2	Permitted Transfer	70
IX.      SALE AND SECURITIZATION OF MORTGAGE
Section 9.1	Sale of Mortgage and Securitization	70
Section 9.2	Securitization Indemnification	72
X.       DEFAULTS
Section 10.1	Event of Default	75
Section 10.2	Remedies	77
Section 10.3	Right to Cure Defaults	78
Section 10.4	Remedies Cumulative	78
XI.      MISCELLANEOUS
Section 11.1	Successors and Assigns	79
Section 11.2	Lender’s Discretion	79
Section 11.3	Governing Law	79
Section 11.4	Modification, Waiver in Writing	80
Section 11.5	Delay Not a Waiver	81

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Section 11.6	Notices	81
Section 11.7	Trial by Jury	82
Section 11.8	Headings	82
Section 11.9	Severability	82
Section 11.10	Preferences	82
Section 11.11	Waiver of Notice	83
Section 11.12	Remedies of Borrower	83
Section 11.13	Expenses; Indemnity	83
Section 11.14	Schedules Incorporated	84
Section 11.15	Offsets, Counterclaims and Defenses	84
Section 11.16	No Joint Venture or Partnership; No Third Party Beneficiaries	84
Section 11.17	Publicity	85
Section 11.18	Waiver of Marshalling of Assets	85
Section 11.19	Waiver of Offsets/Defenses/Counterclaims	85
Section 11.20	Conflict; Construction of Documents; Reliance	85
Section 11.21	Brokers and Financial Advisors	86
Section 11.22	Exculpation	86
Section 11.23	Prior Agreements	88
Section 11.24	Servicer	88
Section 11.25	Joint and Several Liability	89
Section 11.26	Creation of Security Interest	89
Section 11.27	Assignments and Participations.	89
Section 11.28	Set-off	89
Section 11.29	Component Notes	89
Section 11.30	Mezzanine Loan Option	90
Section 11.31	Approvals; Third Parties; Conditions	91
Section 11.32	Limitation on Liability of Lender’s Officers, Employees, etc	91
Section 11.33	Certain Additional Rights of Lender (VCOC)	92

SCHEDULES

Schedule I	-	Rent Roll
Schedule II	-	Intentionally Omitted
Schedule III	-	Organizational Chart
Schedule IV	-	Additional Disclosures
Schedule V(a)	-	Form of Interest Rate Cap Confirmation – UBS
Schedule V(b)	-	Form of Interest Rate Cap Confirmation – Third Party
Schedule VI	-	Property Condition Report
Schedule VII	-	Permitted Encumbrances
Schedule VIII	-	Management Agreement
Schedule IX	-	Borrower Other Obligations
Schedule X	-	Subsidiaries

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AMENDED AND RESTATED LOAN AGREEMENT

THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 10, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, “Lender”) and COLO PROPERTIES ATLANTA, LLC, a Delaware limited liability company, having an address at c/o The telx Group, Inc., 17 State Street, 33^rd Floor, New York, New York 10004 (together with its permitted successors and permitted assigns, “Borrower”).

All capitalized terms used herein shall have the respective meanings set forth in Article I hereof.

W I T N E S S E T H :

WHEREAS, Lender has made a loan in the original principal amount of up to Sixty Million and No/100 Dollars ($60,000,000.00) (the “Loan”) to Borrower pursuant to that certain Loan Agreement dated March 8, 2007 (the “Original Loan Agreement”) between Borrower and Lender, which Loan is evidenced by that certain Promissory Note dated as of March 8, 2007 (the “Original Note”) made by Borrower to Lender and secured by, among other things, that certain Deed to Secure Debt, Security Agreement and Financing Agreement dated as of March 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Mortgage”) by Borrower in favor of Lender pursuant to which Borrower has granted Lender a first priority mortgage on, among other things, the real property and other collateral as more fully described in the Mortgage (collectively, the “Property”);

WHEREAS, in accordance with Section 11.30 of the Original Mortgage Loan Agreement, Lender and Borrower have agreed to restructure the Loan and create an additional mezzanine loan;

WHEREAS, in accordance with the aforementioned, Lender and Borrower have agreed to amend and restate the Original Loan Agreement in its entirety in accordance with the terms hereof, to evidence, among other things, (i) amend and restate the Original Note to evidence the Loan in accordance with the terms of that certain Amended and Restated Promissory Note of even date herewith (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”) made by Borrower to Lender, (ii) the creation of the Mezzanine B Loan (as hereinafter defined), and (iii) certain other amendments to the Original Loan; and

WHEREAS, in furtherance of the foregoing, Borrower and Lender desire to amend, modify and restate in its entirety the Original Loan Agreement, as hereinafter set forth.

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NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided:

“Additional Disclosures” shall have the meaning set forth in Section 3.1.22.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common ownership or control with such Person or is a director or officer of such Person or of an Affiliate of such Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

“Affiliated Manager” shall mean any Manager in which Borrower, Mezzanine A Borrower, Mezzanine B Borrower or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“Agent” shall mean Wells Fargo Bank, N.A. and any successor Eligible Institution thereto.

“Aggregate Debt” shall mean, as of any date of calculation, the sum of (a) the Debt, (b) the “Debt” under the Mezzanine A Loan and as defined in the Mezzanine A Loan Agreement, (c) the “Debt” under the Mezzanine B Loan and as defined in the Mezzanine B Loan Agreement, and (d) the Indebtedness under any New Mezzanine Loan(s) entered into in accordance with this Agreement.

“Aggregate Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the Mezzanine A Debt Service, (c) the Mezzanine B Debt Service, and (d) the scheduled principal and/or interest payments due under any New Mezzanine Loan(s) entered into in accordance with this Agreement.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration Threshold” shall mean Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00).

“Annual Budget” shall mean the operating and capital budget for the Property setting forth Borrower’s good faith estimate of Gross Income from Operations, Operating Expenses, and Capital Expenditures for the Applicable Fiscal Year.

“Applicable Interest Rate” shall mean 6.6192% per annum for the initial Interest Period and thereafter either (i) LIBOR Interest Rate plus the Spread with respect to any period when the Loan is a LIBOR Loan or (ii) the Substitute Rate plus the Substitute Spread with respect to any period when the Loan is a Substitute Rate Loan.

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“Appraisal” shall mean an appraisal of the Property in its then “as is” condition, prepared not more than ninety (90) days prior to the Closing Date (or other relevant date with respect to an updated Appraisal or an Appraisal with respect to the Property) by a member of the American Institute of Real Estate Appraisers selected by Lender, which appraisal (i) shall meet the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA), and (ii) otherwise shall be in both form and substance satisfactory to Lender in its sole, but reasonable, discretion.

“Approved Annual Budget” shall have the meaning set forth in Section 4.1.6.

“Assignment of Leases” shall mean that certain first priority Assignment of Leases and Rents, dated as of March 8, 2007, from Borrower, as assignor, to Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Management Agreement” shall mean that certain Assignment of Management Agreement and Subordination of Management Fees, dated as of March 8, 2007, among Borrower, Manager and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Protection Agreement” shall mean that certain Assignment of Interest Rate Protection Agreement, dated as of March 8, 2007, between Borrower and Lender and acknowledged by IXIS Financial Products Inc. and any other Assignment of Interest Rate Protection Agreement hereafter delivered, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property.

“Bankruptcy Action” shall mean with respect to any Person (i) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (ii) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (iii) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (iv) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property or (v) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

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“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“Basic Carrying Costs” shall mean the sum of the following costs associated with the Property for the relevant Fiscal Year or payment period: (i) Taxes, (ii) Insurance Premiums and (iii) Other Charges.

“Borrower” shall mean Colo Properties Atlanta, LLC, a Delaware limited liability company, together with its permitted successors and permitted assigns.

“Breakage Costs” shall have the meaning set forth in Section 2.2.3(g).

“Broker” shall have the meaning set forth in Section 11.21.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in (i) the State of New York, (ii) the state where the corporate trust office of the Trustee is located, or (iii) the state where the servicing offices of the Servicer are located.

“Capital Expenditures” shall mean, for any period, amounts expended for replacements and alterations to the Property and required to be capitalized according to GAAP.

“Capital Expenditure Funds” shall have the meaning set forth in Section 6.4.1.

“Capital Expenditures Work” shall mean any labor performed or materials installed in connection with any Capital Expenditure.

“Capped LIBOR Rate” shall mean 6.50%.

“Cash Management Agreement” shall mean that certain Cash Management Agreement dated as of March 8, 2007 among Lender, Borrower, Manager and Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Casualty” shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof.

“Casualty Consultant” shall have the meaning set forth in Section 5.3.2(c).

“Casualty Retainage” shall have the meaning set forth in Section 5.3.2(d).

“Clearing Account Agreement” shall have the meaning set forth in the Cash Management Agreement, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Closing Date” shall mean the date of funding the Loan.

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“Code” shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Counterparty” shall mean (a) the counterparty under the Interest Rate Protection Agreement and (b) a Person that guarantees such counterparty’s obligations under the Interest Rate Protection Agreement or otherwise provides to such counterparty credit support acceptable to Lender or, after a Securitization, the Rating Agencies, provided, however, that such guarantor shall be deemed the “Counterparty” for so long as the long-term credit rating issued by the Rating Agencies to such guarantor is better than the long-term credit rating of the actual counterparty under the Interest Rate Protection Agreement.

“Debt” shall mean the outstanding principal amount of the Loan together with all interest accrued and unpaid thereon and all other sums (including, without limitation, late payment fees, protective advances, the Spread Maintenance Premium and any Breakage Costs) due to Lender in respect of the Loan under the Note, this Agreement, the Mortgage, the Environmental Indemnity or any other Loan Document.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and interest payments under the Note.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(i) the numerator is the Net Cash Flow for such period as set forth in the financial statements required in accordance with this Agreement; and

(ii) the denominator is the Aggregate Debt Service.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) five percent (5%) above the Applicable Interest Rate.

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“Deposit Account” shall have the meaning set forth in the Cash Management Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the month in which such Interest Period commences; provided, however, that Lender shall have the right to change the Determination Date to any other day upon notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement to evidence such change.

“Disclosure Document” shall have the meaning set forth in Section 9.2(a).

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (i) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P and having at least the equivalent rating from one of the two other Rating Agencies in the case of accounts in which funds are held for thirty (30) days or less or, in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “AA” by Fitch and S&P and “Aa2” by Moody’s.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement dated as of March 28, 2007 executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall have the meaning set forth in the granting clause of the Mortgage.

“ERISA” shall have the meaning set forth in Section 4.2.10.

“Estoppels” shall have the meaning set forth in Section 3.1.22.

“Event of Default” shall have the meaning set forth in Section 10.1.

“Exchange Act” shall have the meaning set forth in Section 9.2(a).

“Exchange Act Filing” shall have the meaning set forth in Section 9.1(c).

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“Executive Order” shall have the meaning set forth in the definition of “Prohibited Person”.

“Extended Maturity Date” shall have the meaning set forth in Section 2.3.2 hereof.

“Extension Option” shall have the meaning set forth in Section 2.3.2(b) hereof.

“Extension Fee” shall mean an amount equal to 0.125% of the outstanding principal amount of the Loan on the first day of the Extension Term.

“Extension Term” shall have the meaning set forth in Section 2.3.2 hereof.

“Extraordinary Expense” shall have the meaning set forth in Section 4.1.6(i).

“Fiscal Year” shall mean each twelve month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(d).

“GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession.

“Governmental Authority” shall mean any court, board, agency, commission, office or authority of any nature whatsoever or any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“Gross Income from Operations” shall mean, for any period, all income, computed in accordance with GAAP, derived from the ownership and operation of the Property from whatever source, including, but not limited to, the Rents and other license, lease, and concession fees, fees from the provision of services (including wiring, cross-connection, media conversion, easyMUX, rack-and-stack and build-out services), non-recurring, fees under licenses entered into at the Property (including up-front cross-connection fees and other non-recurring cage, cabinet, DC plant, wiring services and clocking fees, provided, however, that the amount of such fees included in Gross Income from Operations, when added to similar fees paid to Borrower, shall be limited to $500,000 per annum or (pro rata portion thereof if applicable)), reimbursements from tenants and customers, utility charges, escalations, forfeited security deposits, service fees or charges, parking fees, and proceeds, if any, from business interruption or other loss of income insurance, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, non-recurring revenues as determined by Lender, payments received by Borrower under the Interest Rate Protection Agreement, proceeds from the sale or refinancing of the Property, security deposits

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(except to the extent determined to be a forfeited security deposit properly utilized to offset a loss of Rent that would have become due under the Lease to which such security deposit relates during the applicable period), refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Net Proceeds (other than business interruption or other loss of income insurance), Awards, utility and other similar deposits, any disbursements to Borrower from the Reserve Funds.

“Guarantor” shall mean The tel ^x Group, Inc., a Delaware corporation.

“Guaranty” shall mean that certain Amended and Restated Guaranty of Recourse Obligations of even date herewith from Guarantor for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Headquarters” shall mean The tel^x Group, Inc., 17 State Street, 33^rd Floor, New York, New York 10004.

“Improvements” shall have the meaning set forth in the granting clause of the Mortgage.

“Indebtedness” shall mean, for any Person, without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a guaranteed preferred or special dividend, including any mandatory redemption of shares or interests, (iv) all indebtedness guaranteed by such Person, directly or indirectly, (v) all obligations under leases that constitute capital leases for which such Person is liable, and (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss.

“Indemnified Liabilities” shall have the meaning set forth in Section 11.13(b).

“Independent Director” shall have the meaning set forth in Section 3.1.24(q).

“Initial Maturity Date” shall mean the Monthly Payment Date occurring in March 2009.

“Insolvency Opinion” shall mean that certain bankruptcy nonconsolidation opinion letter dated the date hereof rendered by Edwards Angell Palmer & Dodge LLP in connection with the Loan.

“Insurance Funds” shall have the meaning set forth in Section 6.3.1.

“Insurance Premiums” shall have the meaning set forth in Section 5.1.l(b).

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“Interest Period” shall mean, with respect to any Monthly Payment Date, the period commencing on the fifteenth (15^th) day of the preceding calendar month and terminating on the fourteenth (14^th) day of the calendar month in which such Monthly Payment Date occurs; provided, however, that the initial Interest Period shall begin on the Closing Date and shall end on the immediately following fourteenth (14^th ) day of the calendar month.

“Interest Rate Protection Agreement” shall mean one or more interest rate caps (together with the schedules relating thereto) in form and substance satisfactory to Lender, with a confirmation from UBS in the form attached hereto as Schedule V(a) and/or a confirmation from any other Counterparty in the form attached hereto as Schedule V(b), as applicable, between Borrower and, subject to Section 4.1.11, a Counterparty reasonably acceptable to Lender with a Minimum Counterparty Rating, and all amendments, restatements, replacements, supplements and modifications thereto.

“Lease” shall have the meaning set forth in Article 1 of the Mortgage.

“Lease Request Package” shall have the meaning set forth in Section 4.1.9(e).

“Lease Term Sheet” shall have the meaning set forth in Section 4.1.9(f).

“Legal Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower or the Property or any part thereof or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the Americans with Disabilities Act of 1990, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting the Property or any part thereof, including, without limitation, any which may (i) require repairs, modifications or alterations in or to the Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“Lender” shall mean UBS REAL ESTATE SECURITIES INC., a Delaware corporation, together with its successors and assigns.

“Lender Group” shall have the meaning set forth in Section 9.2(b).

“Lender Indemnitees” shall have the meaning set forth in Section 11.13(b).

“Lender’s Notice” shall have the meaning set forth in Section 2.2.3(b).

“Leverage Ratio” shall mean, with respect to Guarantor, the ratio of Total Debt to Total Assets.

“Liabilities” shall have the meaning set forth in Section 9.2(b).

“LIBOR” shall mean, with respect to each Interest Period, the rate (calculated by Lender, expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/1000 of 1%) for deposits in United States dollars for a one-month period, which

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appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the applicable Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the applicable Determination Date, LIBOR for the next Interest Period and such Determination Date, Lender shall request the principal London office of any four (4) major reference banks in the London interbank market selected by Lender to provide such reference bank’s offered quotation to prime banks in the London interbank market for deposits in United States dollars for a one (1) month period as of 11:00 a.m., London time, on such Determination Date in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00) that is representative for a single transaction in the relevant market at such time. If at least two (2) such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two (2) such quotations are so provided, Lender shall request any three (3) major banks in New York City selected by Lender to provide such bank’s rate for loans in United States dollars to leading European banks for a one (1) month period as of approximately 11:00 a.m., New York City time, on the applicable Determination Date for amounts in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00) that is representative for a single transaction in the relevant market at such time. If at least two (2) such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Interest Rate” shall mean with respect to each Interest Period the quotient of (i) LIBOR applicable to the Interest Period divided by (ii) a percentage equal to one hundred percent (100%) minus the Reserve Requirement applicable to the Interest Period.

“LIBOR Loan” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at LIBOR Interest Rate plus the Spread in accordance with the provisions of Article II hereof.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting the Property or any portion thereof or Borrower, or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Loan” shall mean the loan in the original principal amount of Sixty Million and No/100 Dollars ($60,000,000.00) made by Lender to Borrower pursuant to this Agreement evidenced by the Note and secured by the Mortgage, together with all sums due or to become due thereunder.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Mortgage, the Assignment of Leases, the Cash Management Agreement, the Clearing Account Agreement, the Environmental Indemnity, the Guaranty, the Assignment of Protection Agreement, the Assignment of Management Agreement and any other document pertaining to the Property as well as all other documents now or hereafter executed and/or delivered in connection with the Loan.

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“Loan to Value Ratio” shall mean the ratio, as of a particular date, in which the numerator is equal to the outstanding principal balance of the Aggregate Debt and the denominator is equal to the appraised value of the Property based on an Appraisal, as determined by Lender in its sole and absolute discretion.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England or New York, New York are not open for business.

“Major Lease” shall mean any Lease (i) covering more than 5,000 square feet at the Property, (ii) made with a Tenant that is a Tenant under another Lease at the Property or that is an Affiliate of any other Tenant under a Lease at the Property, if the Leases together cover more than 7,500 square feet, (iii) made with a Tenant that is paying base rent in an amount equal to or exceeding three percent (3)% of the Gross Income from Operations, or (iv) any other Tenant under a Lease at the Property identified by Lender as an “major tenant” of the Property.

“Management Agreement” shall mean that certain management agreement entered into by and between Borrower and the Manager, pursuant to which the Manager is to provide management and other services with respect to the Property.

“Manager” shall mean CPA Holdings, LLC, a Delaware limited liability company, or if the context requires, a Qualifying Manager who is managing the Property in accordance with the terms or provisions of this Agreement, or any other manager approved in accordance with the terms and conditions of the Loan Documents.

“Material Adverse Effect” shall mean any material adverse effect upon (i) the business operations, economic performance, assets, financial condition, equity, contingent liabilities, prospects, Major Leases or results of operations of Borrower, Guarantor or the Property, (ii) the ability of Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, (iii) the enforceability or validity of any Loan Document, the perfection or priority of any Lien created under any Loan Document or the remedies of Lender under any Loan Document or (iv) the value of or cash flow from the Property or the operations thereof. Notwithstanding anything in this Agreement to the contrary, an act, event or occurrence with respect to Guarantor shall not have a Material Adverse Effect, provided that (i) the Net Worth of Guarantor equals or exceeds Twenty-Five Million and No/l00 Dollars ($25,000,000.00), (ii) such act, event or occurrence shall not otherwise have a Material Adverse Effect, and (iii) such act, event or occurrence shall not have any material adverse effect upon the ability of Guarantor to perform, in all material respects, its obligations under each of the Loan Documents to which it is a party.

“Material Agreements” shall mean each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Property, other than the Management Agreement and the Leases or other contract and/or agreement that is material to the use and operation of the Property or to Borrower.

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“Maturity Date” shall mean the Initial Maturity Date or, following an exercise by Borrower of one (1) or more of the Extension Options, the applicable Extended Maturity Date, or, such other date on which the outstanding principal balance of the Loan becomes due and payable as herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Maximum Leverage Ratio” shall mean, with respect to Guarantor, a Leverage Ratio of fifty percent (50%).

“Mezzanine A Borrower” shall mean CP Atlanta, LLC, a Delaware limited liability company, together with its permitted successors and permitted assigns.

“Mezzanine A Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments under the Mezzanine A Note.

“Mezzanine A Lender” shall mean UBS Real Estate Securities Inc., a Delaware corporation, together with its successors and assigns.

“Mezzanine A Loan” shall mean the mezzanine loan made by Mezzanine A Lender to Mezzanine Borrower in the original principal amount of Ten Million and No/100 Dollars ($10,000,000.00).

“Mezzanine Loans” shall have the meaning set forth in Section 11.30.

“Mezzanine A Loan Agreement” shall mean that certain Amended and Restated Mezzanine A Loan Agreement, dated as of the date hereof, between Mezzanine A Lender and Mezzanine A Borrower, as in effect on the date hereof.

“Mezzanine A Loan Documents” shall mean, collectively, the Mezzanine A Note, the Mezzanine A Loan Agreement and any and all other documents evidencing or securing the Mezzanine A Loan, in each case, as in effect on the date hereof.

“Mezzanine A Note” shall mean that certain Amended and Restated Mezzanine A Promissory Note, dated the date hereof, made by Mezzanine A Borrower to Mezzanine A Lender in the original principal amount of $10,000,000.00, as in effect on the date hereof.

“Mezzanine B Borrower” shall mean CP Atlanta II, LLC, a Delaware limited liability company, together with its permitted successors and permitted assigns.

“Mezzanine B Debt Service” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments under the Mezzanine B Note.

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“Mezzanine B Lender” shall mean UBS Real Estate Securities Inc., a Delaware corporation, together with its successors and assigns.

“Mezzanine B Loan” shall mean the mezzanine loan made by Mezzanine B Lender to Mezzanine B Borrower in the original principal amount of Ten Million and No/100 Dollars ($10,000,000.00).

“Mezzanine B Loan Agreement” shall mean that certain Mezzanine B Loan Agreement, dated as of the date hereof, between Mezzanine B Lender and Mezzanine B Borrower, as in effect on the date hereof.

“Mezzanine B Loan Documents” shall mean, collectively, the Mezzanine B Note, the Mezzanine B Loan Agreement and any and all other documents evidencing or securing the Mezzanine B Loan, in each case, as in effect on the date hereof.

“Mezzanine B Note” shall mean that certain Mezzanine B Promissory Note, dated the date hereof, made by Mezzanine B Borrower to Mezzanine B Lender in the original principal amount of $10,000,000.00, as in effect on the date hereof.

“Minimum Counterparty Rating” shall mean a credit rating from S&P and Fitch of at least “AA” and from Moody’s of at least “Aa2”; provided, however, that if Lender is the Counterparty, the Minimum Counterparty Rating shall mean a credit rating from S&P and Fitch of at least “AA” and from Moody’s of at least “Aa3”. If S&P, Moody’s or Fitch withdraws or downgrades the credit rating of the Counterparty below the ratings required by this definition, Borrower shall replace the Interest Rate Protection Agreement not later than fifteen (15) Business Days following written notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance satisfactory to Lender (and meeting the requirements set forth in Section 2.5 of this Agreement) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating.

“Minimum Disbursement Amount” shall mean Twenty-Five Thousand and No/100 Dollars ($25,000.00).

“Monthly Debt Service Payment Amount” shall mean an amount equal to the sum of interest only which is due on the Loan for the Interest Period in which the Monthly Payment Date occurs.

“Monthly Payment Date” shall mean April 9, 2007 and the ninth (9 ^th) day of every calendar month occurring thereafter during the term of the Loan, provided, however, that Lender shall have the right to change the Monthly Payment Date to any other day (or such other day of a calendar month selected by Lender, in its sole and absolute discretion, to collect debt service payments under loans which it makes and securitizes) upon notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement and the other Loan Documents to evidence such change.

“Moody’s” shall mean Moody’s Investors Service, Inc.

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“Mortgage” shall mean that certain first priority Deed to Secure Debt, Security Agreement and Financing Agreement, dated the date hereof, executed and delivered by Borrower as security for the Loan and encumbering the Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Net Cash Flow” shall mean, for any period, the amount obtained by subtracting Operating Expenses for such period from Gross Income from Operations for such period.

“Net Proceeds” shall mean: (i) the net amount of all insurance proceeds payable as a result of a Casualty to the Property, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such insurance proceeds, or (ii) the net amount of the Award, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such Award.

“Net Proceeds Deficiency” shall have the meaning set forth in Section 5.3.2(f).

“Net Worth” shall have the meaning set forth in the Guaranty.

“New Mezzanine Borrower” shall have the meaning set forth in Section 11.30.

“New Mezzanine Loan” shall have the meaning set forth in Section 11.30.

“Note” shall have the meaning set forth in Section 2.1.3.

“Notice” shall have the meaning set forth in Section 11.6.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized officer of Borrower.

“Operating Expenses” shall mean, for any period of determination, management fees equal to the greater of (i) 5% of Gross Income from Operations or (ii) the actual management fees, in the aggregate, payable under the Management Agreement, and the total of all other expenditures, computed in accordance with GAAP, of whatever kind incurred by Borrower and relating to the operation, maintenance and management of the Property that are incurred on a regular monthly or other periodic basis, including without limitation, utilities, ordinary repairs and maintenance, insurance premiums, license fees, property taxes and assessments, advertising expenses, management fees, payroll and related taxes, computer processing charges, operational equipment or other lease payments as approved by Lender, and other similar costs, but excluding depreciation, Aggregate Debt Service (including amortization, if any), Leasing Expenses, Capital Expenditures and contributions to the Reserve Funds.

“Optional Repayment” shall mean a partial repayment of the Loan in a principal amount equal to $6,000,000.00 upon the occurrence of the Optional Repayment Trigger Event.

“Optional Repayment Trigger Event” shall mean the date when (i) Guarantor’s leverage ratio exceeds the Maximum Leverage Ratio, or (ii) the Revenue declines more than fifteen percent (15%) from the previous quarter.

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“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“Patriot Act” shall mean collectively all laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56).

“Permitted Encumbrances” shall mean, collectively, (i) the Liens and security interests created by the Loan Documents, (ii) all Liens, encumbrances and other matters expressly set forth on Schedule A or Schedule B of the Title Insurance Policy, (iii) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, and (iv) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“Permitted Investments” shall have the meaning set forth in the Cash Management Agreement.

“Permitted Prepayment Date” shall mean September 9, 2007.

“Permitted Transferee” shall mean a corporation, partnership or limited liability company (i) acceptable to Lender in its sole, but reasonable, discretion, (ii) that qualifies as a single purpose, bankruptcy remote entity under criteria established by the Rating Agencies and (iii) whose counsel has delivered to Lender a non-consolidation opinion acceptable to Lender and the Rating Agencies in their sole discretion.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Policy” shall have the meaning specified in Section 5.1.1(b).

“Prepayment Date” shall mean the date on which the Loan is prepaid in accordance with the terms hereof.

“Prepayment Fee” shall mean an amount equal to (i) 1.50% of the principal balance of the Loan being prepaid if the prepayment occurs at any time on or prior to March 9, 2008, (ii) 1. 0% of the principal balance of the Loan being prepaid if the prepayment occurs at any time after March 9, 2008 but on or prior to September 9, 2008, and (iii) 0.50% of the principal balance of the Loan being prepaid if the prepayment occurs on any date after September 9,2008 but prior to March 9,2009.

“Prohibited Person” shall mean any Person:

(i) listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”);

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(ii) that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of the Executive Order;

(iii) with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering Law, including the Executive Order;

(iv) who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(v) that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or at any replacement website or other replacement official publication of such list; or

(vi) who is an Affiliate of a Person listed above.

“Professional Independent Director” shall have the meaning as set forth in Section 3.1.24(b)(xvi).

“Property” shall mean the parcel of real property, the Improvements thereon and all personal property owned by Borrower and encumbered by the Mortgage, together with all rights pertaining to such property and Improvements, all as more particularly described in the granting clauses of the Mortgage.

“Qualifying Manager” means (i) Manager, Borrower, Guarantor or any Affiliate of Borrower or Guarantor, or (ii) any other reputable and experienced professional management organization not subject to insolvency proceedings and with substantial experience managing telecommunications, interconnection facilities, which professional management organization shall be acceptable to Lender in its reasonable discretion, provided that with respect to clause (ii), (a) prior to a Securitization, if such entity is an Affiliate of Borrower, a non-consolidation opinion acceptable to Lender and (b) after a Securitization, Borrower shall have obtained (A) a Rating Agency Confirmation that management of the Property by such entity will not, in and of itself, cause a downgrade, withdrawal or qualification of the then current ratings of the securities issued pursuant to the Securitization, and (B) if such entity is an Affiliate of Borrower, a non-consolidation opinion acceptable to the Rating Agencies. Prior to any Qualifying Manager that is an Affiliate Manager assuming management of the Property, the Lender shall receive an updated Insolvency Opinion with respect to such Affiliate Manager in form, scope and substance reasonably acceptable in all respects to Lender and Rating Agencies.

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“Rating Agencies” shall mean, prior to the final Securitization of the Loan, each of S&P, Moody’s and Fitch, or any other nationally-recognized statistical rating agency which has been designated by Lender and, after the final Securitization of the Loan, shall mean any of the foregoing that have rated any of the Securities or any class thereof.

“Rating Agency Confirmation” shall mean a written affirmation from each of the Rating Agencies that the credit rating of the Securities or any class thereof by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.

“Registration Statement” shall have the meaning set forth in Section 9.2(b).

“Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System from time to time in effect, including any successor or other Regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Related Loan” shall mean a loan made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan.

“Related Party” shall have the meaning set forth in Section 3.1.24(w)(iii).

“Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to the Property.

“Renewal Lease” shall have the meaning set forth in Section 4.1.9(a).

“Rent Roll” means that certain Rent Roll attached hereto as Schedule I, the form of which is hereby approved by Lender.

“Rents” shall have the meaning set forth in Article 1 of the Mortgage.

“Required Net Worth” shall have the meaning as set forth in the Guaranty.

“Reserve Funds” shall mean, collectively the Capital Expenditure Funds, the Insurance Funds, the Tax Funds and the Rollover Funds.

“Reserve Requirements” means with respect to any Interest Period, the maximum rate of all reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other schedule changes in reserve requirements during the Interest Period) which are imposed under Regulation D on eurocurrency liabilities (or against any other category of

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liabilities which includes deposits by reference to which LIBOR is determined or against any category of extensions of credit. or other assets which includes loans by a non-United States office of a depository institution to United States residents or loans which charge interest at a rate determined by reference to such deposits) during the Interest Period and which are applicable to member banks of the Federal Reserve System with deposits exceeding one billion dollars, but without benefit or credit of proration, exemptions or offsets that might otherwise be available from time to time under Regulation D. The determination of the Reserve Requirements shall be based on the assumption that Lender funded 100% of the Loan in the interbank eurodollar market. In the event of any change in the rate of such Reserve Requirements under Regulation D during the Interest Period, or any variation in such requirements based upon amounts or kinds of assets or liabilities, or other factors, including, without limitation, the imposition of Reserve Requirements, or differing Reserve Requirements, on one or more but not all of the holders of the Loan or any participation therein, Lender may use any reasonable averaging and/or attribution methods which it deems appropriate and practical for determining the rate of such Reserve Requirements which shall be used in the computation of the Reserve Requirements. Lender’s computation of same shall be final absent manifest error.

“Resizing Event” shall have the meaning set forth in Section 11.29.

“Restoration” shall have the meaning set forth in Section 5.2.1.

“Restoration Threshold” shall mean Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00).

“Restricted Party” shall mean collectively, (a) Borrower, Guarantor, and any Affiliated Manager and (b) any shareholder, partner, member, non-member manager, any direct or indirect legal or beneficial owner of, Borrower, Guarantor, any Affiliated Manager or any non-member manager.

“Revenue” shall mean, for any period, revenues from the ownership and operation of the Property from whatsoever source during such period, including, but not limited to (i) Rents, (ii) other license, lease, and concession fees, fees from the provision of services (including wiring, cross-connection, media conversion, easyMUX, rack-and-stack and build-out services), non-recurring, fees under licenses entered into at the Property (including up-front cross-connection fees and other non-recurring cage, cabinet, DC plant, wiring services and clocking fees, provided, however, that the amount of such fees included in Revenue, when added to similar fees paid to Borrower, shall be limited to $500,000 per annum or (pro rata portion thereof if applicable)), reimbursements from tenants and customers, utility charges, escalations, forfeited security deposits, service fees or charges, parking fees, and proceeds, if any, from business interruption or other loss of income insurance, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority and non-recurring revenues as determined by Lender, (iii) payments received by Borrower under the Interest Rate Protection Agreement, proceeds from the sale or refinancing of the Property, security deposits (except to the extent determined to be a forfeited security deposit properly utilized to offset a loss of Rent that would have become due under the Lease to which such security deposit relates during the applicable period), refunds and uncollectible accounts, sales of furniture, fixtures and equipment, and (iv) Net Proceeds (other than business interruption or other loss of income insurance), Awards, utility and other similar deposits, and any disbursements to Borrower from the Reserve Funds.

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“S&P” shall mean Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

“Secondary Market Transactions” shall have the meaning set forth in Section 9.1(a).

“Securities” shall have the meaning set forth in Section 9.1(a).

“Securities Act” shall have the meaning set forth in Section 9.2(a).

“Securitization” shall have the meaning set forth in Section 9.1(a).

“Security Deposits” shall mean any and all monies representing security deposits under the Lease.

“Servicer” shall have the meaning set forth in Section 11.24(a).

“Servicing Agreement” shall have the meaning set forth in Section 11.24(a).

“Severed Loan Documents” shall have the meaning set forth in Section 10.2(c).

“Significant Obligor” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“SPC Party” shall have the meaning set forth in Section 3.1.24(b).(xv)(A).

“Spread” shall mean 167.50 basis points.

“Spread Maintenance Premium” shall mean, in connection with a prepayment of all or any portion of the outstanding principal balance of the Loan pursuant to Section 2.4.3 or 2.4.4 hereof, an amount equal to the present value, discounted at LIBOR on the most recent Determination Date, of all future installments of interest which would have been due hereunder through the last day of the Interest Period during which the Permitted Prepayment Date occurs on the portion of the outstanding principal balance of the Loan being prepaid as if interest accrued on such portion of the principal balance being prepaid at an interest rate per annum equal to the LIBOR Interest Rate then in effect plus the Spread. The Spread Maintenance Premium shall be calculated by Lender and shall be final absent manifest error.

“State” shall mean the state or commonwealth in which the Property or any part thereof is located.

“Substitute Rate” shall have the meaning set forth in Section 2.2.3(b).

“Substitute Rate Loan” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at the Substitute Rate plus the Substitute Spread in accordance with the provisions of Article II hereof.

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“Substitute Spread” shall have the meaning set forth in Section 2.2.3(b).

“Supplemental Closing Date” shall mean the date of this Agreement.

“Survey” shall mean a current land survey for the Property, certified to the title company and Lender and its successors and assigns, in form and content satisfactory to Lender and prepared by a professional and properly licensed land surveyor satisfactory to Lender in accordance with the 2005 Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys, together with the surveyor’s seal affixed to the Survey and a certification from the surveyor in form and substance acceptable to Lender.

“Tax Funds” shall have the meaning set forth in Section 6.2.1.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part thereof, together with all interest and penalties thereon.

“Tenant” shall mean any Person obligated by contract or otherwise to pay monies (including a percentage of gross income, revenue or profits) under any Lease now or hereafter affecting all or any part of the Property.

“Title Insurance Policy” shall mean an ALTA mortgagee title insurance policy in the form acceptable to Lender issued with respect to the Property and insuring the lien of the Mortgage together with such endorsements and affirmative coverages as Lender may require.

“Total Assets” shall mean the sum of assets owned by Guarantor as listed on its corporate balance sheet delivered to Lender in any reporting period.

“Total Debt” shall mean the sum of current portion of notes payable and long-term notes, whether secured or unsecured, and contingent liabilities, each as listed on Guarantor’s corporate balance sheet delivered to Lender in any reporting period.

“Transferee” shall have the meaning set forth in Section 8.1.1(f)(ii).

“Transfer” shall have the meaning set forth in Section 8.1(a).

“Trigger Event” shall have the meaning set forth in the Cash Management Agreement.

“Trustee” shall mean any trustee holding the Loan in a Securitization.

“UBS” shall mean UBS Real Estate Securities Inc., a Delaware corporation.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State.

“Underwriter Group” shall have the meaning set forth in Section 9.2(b).

“Updated Information” shall have the meaning set forth in Section 9.1(b)(i).

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“U.S. Obligations” shall mean direct full faith and credit obligations of the United States of America that are not subject to prepayment, call or early redemption.

“Vacant Space” shall have the meaning set forth in Section 6.5.2.

Section 1.2 Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

II. THE LOAN

Section 2.1 The Loan.

2.1.1 Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth herein, Lender shall make the Loan to Borrower and Borrower shall accept the Loan from Lender on the Closing Date.

2.1.2 Single Disbursement to Borrower. Borrower shall receive only one (1) borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Note. The Loan shall be evidenced by that certain Amended and Restated Promissory Note of even date herewith, in the stated principal amount of Sixty Million and No/100 Dollars ($60,000,000.00) executed by Borrower and payable to the order of Lender in evidence of the Loan (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, the “Note”) and shall be repaid in accordance with the terms of this Agreement and the Note.

2.1.4 Use of Proceeds. Borrower shall use proceeds of the Loan to (a) pay and discharge any existing loans relating to the Property, (b) pay all past-due Basic Carrying Costs, if any, in respect of the Property, (c) deposit the Reserve Funds, (d) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, (e) fund any working capital requirements of the Property, as approved by Lender and (f) distribute the balance of the proceeds, if any, to Borrower, in its discretion.

Section 2.2 Interest Rate.

2.2.1 Applicable Interest Rate. Except as herein provided with respect to interest accruing at the Default Rate, (i) interest on the principal balance of the Loan outstanding from time to time shall accrue from (and including) the Closing Date through (through but not including) the Supplemental Closing Date at the Applicable Interest Rate set forth in the Original Loan Agreement, and (ii) interest on the principal balance of the Loan outstanding from time to time shall accrue from (and including) the Supplemental Closing Date up to and including the end of the last Interest Period at the Applicable Interest Rate as set forth herein.

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2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate.

(a) Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the first day of the new Interest Period. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(b) In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall, by written notice to Borrower (“Lender’s Notice”), which notice shall set forth in reasonable detail such circumstances, establish the Applicable Interest Rate at Lender’s then customary spread (the “Substitute Spread”), taking into account the size of the Loan and the creditworthiness of Borrower, above a published index used for variable rate loans as reasonably determined by Lender (the “Substitute Rate”).

(c) If, pursuant to the terms of this Agreement, the Loan has been converted to a Substitute Rate Loan and, Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Substitute Rate Loan shall automatically convert to a LIBOR Loan on the first day of the Interest Period next following the effective date set forth in such notice. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a LIBOR Loan to a Substitute Rate Loan.

(d) With respect to a LlBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority, which are imposed, enacted or become effective after the date hereof (such non-excluded taxes being referred to collectively as “Foreign Taxes”), excluding income and franchise taxes of the United States of America or any political subdivision or taxing authority thereof or therein (excluding Puerto Rico). If any Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing

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payment of such Foreign Tax. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence.

(e) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make a LIBOR Loan shall be cancelled forthwith and (ii) Lender may give Borrower a Lender’s Notice detailing such requirement of law, establishing the Applicable Interest Rate at the Substitute Rate plus the Substitute Spread, in which case the Applicable Interest Rate shall be a rate equal to the Substitute Rate in effect from time to time plus the Substitute Spread. In the event the condition necessitating the cancellation of Lender’s obligation to make a LIBOR Loan hereunder shall cease, Lender shall promptly notify Borrower of such cessation in writing and the Loan shall resume its characteristics as a LIBOR Loan in accordance with the terms herein from and after the first day of the calendar month next following such cessation. Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any out-of-pocket costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder. Lender’s notice of such costs, as certified to Borrower, shall be set forth in reasonable detail and Lender’s calculation shall be conclusive absent manifest error.

(f) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i) shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material;

(ii) shall hereafter impose, modify, increase or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of the rate hereunder; or

(iii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined by Lender. If Lender becomes entitled to

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claim any additional amounts pursuant to this Section 2.2.3(f), Borrower shall not be required to pay same unless the requirement for such additional amount is the result of requirements imposed generally on lenders similar to Lender and not the result of some specific reserve or similar requirement imposed on Lender as a result of Lender’s special circumstances. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(f), Lender shall provide Borrower with not less than thirty (30) days’ written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amounts required to fully compensate Lender for such additional costs or reduced amounts. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence, executed by an authorized signatory of Lender and submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(g) Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense (other than consequential and punitive damages) which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that (A) is not the Monthly Payment Date or (B) is a Monthly Payment Date if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder and (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate to the Substitute Rate plus the Substitute Spread with respect to any portion of the outstanding principal amount of the Loan then bearing interest at a rate other than the Substitute Rate plus the Substitute Spread on a date other than the Monthly Payment Date, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (i), (ii) and (iii) are herein referred to collectively as the “Breakage Costs”). Whenever in this Section 2.2.3 the term “interest or fees payable by Lender to lenders of funds obtained by it” is used and no such funds were actually obtained from such lenders, it shall include interest or fees which would have been payable by Lender if it had obtained funds from lenders in order to maintain a LIBOR Loan hereunder. Lender will provide to Borrower a statement detailing such Breakage Costs and the calculation thereof.

(h) The provisions of this Section 2.2.3 shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

2.2.4 Usury Savings. This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be

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immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.3 Loan Payments.

2.3.1 Payment Before Maturity Date. Borrower shall make a payment to Lender of interest only on the Closing Date for the initial Interest Period and a payment to Lender of equal to the Monthly Debt Service Payment Amount (using the Applicable Interest Rate and outstanding principal applicable under the Original Loan Agreement) for the Loan on each Monthly Payment Date thereafter to and including the Monthly Payment Date occurring in [            ], 2007. Borrower shall make a payment to Lender equal to the Monthly Debt Service Payment Amount (using the Applicable Interest Rate and outstanding principal applicable under this Agreement) on the Monthly Payment Date occurring in [            ], 2007, and on each Monthly Payment Date thereafter to and including the Maturity Date. Each payment shall be applied first to interest accrued, or to be accrued, for the Interest Period in which the Monthly Payment Date or Maturity Date occurs and the balance, if any, to the outstanding principal amount of the Loan.

2.3.2 Payment on Maturity Date. (a) Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest and all other amounts due hereunder and under the Note, the Mortgage and the other Loan Documents, including, without limitation, all interest which has or will accrue on the on the outstanding principal balance of the Loan through and including the last day of the Interest Period in which the Maturity Date occurs.

(b) Borrower shall have the option to extend the Maturity Date of the Loan for three (3) successive terms (each such option; an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such Extension Option is the “Extended Maturity Date”) upon satisfaction of the following terms and conditions: (i) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than thirty (30) days and not earlier than ninety (90) days prior to the date the Loan is then scheduled to mature, which notice shall be irrevocable, (ii) no Event of Default shall be in existence either at the time of Borrower’s notice or at the then-current Maturity Date, (iii) Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable extension under the same terms and conditions of the initial Interest Rate Protection Agreement (including its LIBOR strike price) entered into in connection with the Loan and shall provide an Assignment of Protection Agreement with respect thereto in the form of Assignment of Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Lender, and (iv) Borrower shall have paid or caused to be paid to Lender the applicable non-refundable Extension Fee; provided, however, Borrower shall not pay or cause to be paid to Lender the Extension Fee for the first Extension Term.

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2.3.3 Interest Rate after Default. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan shall accrue interest at the Default Rate, calculated from the date the Default occurred which led to such an Event of Default without regard to any grace or cure periods contained herein.

2.3.4 Late Payment Charge. If any principal, interest or any other sum due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of (a) four percent (4%) of such unpaid sum or (b) the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Mortgage and the other Loan Documents.

2.3.5 Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 1:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

(b) Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the first (1^st) Business Day that is immediately preceding such due date (notwithstanding such adjustment of due dates, Borrower shall not be entitled to any deduction of interest due under the Note, this Agreement or any of the other Loan Documents) and, with respect to payments of principal due on the Maturity Date, interest shall be payable at the Applicable Interest Rate or the Default Rate, as the case may be, during such extension.

(c) All payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.

Section 2.4 Prepayments.

2.4.1 Voluntary Prepayments. Except as otherwise provided herein, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, at its option and upon thirty (30) days’ prior notice to Lender, prepay the Debt in whole but not in part; provided, however, any prepayment received by Lender prior to March 9, 2009 shall be accompanied by (i) the applicable Prepayment Fee, (ii) Breakage Costs and (iii) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.4.1, the amount designated

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for prepayment and all other sums required under this Section 2.4 shall be due and payable on the proposed prepayment date. If for any reason Borrower prepays the Loan on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment. No prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination Date in such calendar month, unless consented to by Lender in its sole discretion.

2.4.2 Mandatory Prepayments. On each date on which Lender actually receives a distribution of Net Proceeds, and if Lender is not required to or otherwise does not make such Net Proceeds available to Borrower for a Restoration, Borrower shall, at Lender’s option, prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Proceeds together with interest that would have accrued on such amounts through the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment.

2.4.3 Prepayments After Default. If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower (which tender Lender may reject to the extent permitted under applicable Legal Requirements), a purchaser at foreclosure or any other Person, such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth in Section 2.4.1 and Borrower, such purchaser at foreclosure or other Person shall pay in addition to the outstanding principal balance of the Loan (a) prepayment fee equal to one percent (1.0%) of the principal amount being prepaid, (b) the applicable Prepayment Fee, (c) Breakage Costs, (d) if made prior to the Permitted Prepayment Date, the Spread Maintenance Premium calculated with respect to the amount of principal being repaid, and (e) all other amounts payable under the Loan Documents. All such amounts determined under this Section 2.4.3 shall be calculated in accordance with Section 2.4.1 as if a prepayment has occurred.

2.4.4 Optional Repayment. (a) Upon the occurrence of an Optional Repayment Trigger Event, Lender shall provide written notice to Borrower. Borrower shall respond to Lender with additional information detailing the facts that led to the occurrence of such Trigger Event within ten (10) Business Days of receipt of Lender’s written notice. Within ten (10) Business Days of receipt of Borrower’s written response, Lender may elect, in its sole discretion, to cause Borrower to make the Optional Repayment. If Lender so elects, then Borrower shall make the Optional Repayment on or before the next occurring Monthly Payment Date; provided, however, any Optional Repayment shall be accompanied by (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Prepayment Date, the Spread Maintenance Premium calculated with respect to the amount of such Optional Repayment, and (iv) all interest which would have accrued on the amount of the Optional Repayment to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, or, if such Optional Repayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date, and Borrower shall concurrently make (i) the Optional Repayment (as defined in the Mezzanine A Loan Agreement) in accordance with the

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terms of Section 2.4.5 of the Mezzanine A Loan Agreement to the extent the Mezzanine A Loan remains outstanding, and (ii) the Optional Repayment (as defined in the Mezzanine B Loan Agreement) in accordance with the terms of Section 2.4.5 of the Mezzanine B Loan Agreement to the extent the Mezzanine B Loan remains outstanding. If for any reason Borrower make the Optional Repayment on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to Optional Repayment, all interest which would have accrued on the amount of the Optional Repayment to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment. No Optional Repayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, Determination Date in such calendar month, unless consented to by Lender in its sole discretion. With respect to an Optional Repayment Trigger Event, if Lender does not elect to cause Borrower to make the Optional Repayment in accordance with this Section 2.4.4(a), Lender shall not require such Optional Repayment until the occurrence of another, separate Optional Repayment Trigger Event.

(b) Notwithstanding anything to the contrary contained herein, neither any failure nor any delay on the part of Lender in electing the Optional Repayment under this Section 2.4.4 shall operate or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege.

Section 2.5 Interest Rate Cap. At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate protection Agreement.

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III. REPRESENTATIONS AND WARRANTIES

Section 3.1 Borrower Representations. Borrower represents and warrants that:

3.1.1 Organization. (a) Each of Borrower and each SPC Party is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such qualification, and Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby.

(b) Borrower’s exact legal name is correctly set forth in the first paragraph of this Agreement. Borrower is an organization of the type specified in the first paragraph of this Agreement. Borrower is incorporated or organized under the laws of the state specified in the first paragraph of this Agreement. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the preceding four (4) months (or, if less than four (4) months, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth in the first paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change); provided, however, Borrower shall be permitted to maintain certain of its books and records, as determined by Borrower in its reasonable discretion, at its Headquarters. Borrower’s organizational identification number, if any, assigned by the state of its incorporation or organization is 0426571. Borrower’s federal tax identification number is 20-0854949.

3.1.2 Proceedings. This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.1.3 No Conflicts. The execution and delivery of this Agreement and the other Loan Documents by Borrower and the performance of its obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which Borrower is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s organizational documents or any agreement or instrument to which Borrower is a party or by which it is bound, or any order or decree applicable to Borrower, or result in the creation or imposition of any lien on any of Borrower’s assets or property (other than pursuant to the Loan Documents).

3.1.4 Litigation. There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened against Borrower, Guarantor, any SPC Party or the Property in any court or by or before any other Governmental Authority that would have a Material Adverse Effect.

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3.1.5 Agreements. Borrower is not in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default might have a Material Adverse Effect.

3.1.6 Consents. No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Borrower of, or compliance by Borrower with, this Agreement or the consummation of the transactions contemplated hereby, other than those which have been obtained by Borrower.

3.1.7 Title. Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Mortgage, when properly recorded in the appropriate records, will create (a) a valid, first priority, perfected lien on the Property, subject only to Permitted Encumbrances and (b) perfected security interests in and to, and perfected collateral assignments of, all personality (including the Leases), all in accordance with the terms thereof, in each case subject only to any Permitted Encumbrances. There are no mechanics’, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage. None of the Permitted Encumbrances, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage and this Agreement, materially and adversely affect the value of the Property, impair the use or operations of the Property or impair Borrower’s ability to pay its obligations in a timely manner.

3.1.8 No Plan Assets. As of the date hereof and throughout the term of the Loan (a) Borrower is not and will not be an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, (b) none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, (c) Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (d) transactions by or with Borrower are not and will not be subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans.

3.1.9 Compliance. Borrower and the Property and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes. Borrower has received no written notice of any default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which would have a Material Adverse Effect. There has not been and shall never be committed by Borrower or to the best of Borrower’s knowledge, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture.

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3.1.10 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of the Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Property as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a Material Adverse Effect. Since the date of the financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower or the Property from that set forth in said financial statements.

3.1.11 Condemnation. Borrower has received no written notice that a Condemnation or other proceeding has been commenced. To Borrower’s best knowledge, no condemnation or other proceeding is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property.

3.1.12 Utilities and Public Access. The Property has rights of access to public ways and is served by water, sewer, sanitary sewer and storm drain facilities adequate to service the Property for its intended uses.

3.1.13 Separate Lots. The Property is comprised of one (1) or more parcels which constitute separate tax lots and do not constitute a portion of any other tax lot not a part of the Property.

3.1.14 Assessments. Borrower has received no written notice that there are any pending or proposed special or other assessments for public improvements or otherwise affecting the Property, or that there are any contemplated improvements to the Property that may result in such special or other assessments.

3.1.15 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and neither Borrower nor Guarantor has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

3.1.16 Assignment of Leases. The Assignment of Leases creates a valid assignment of, or a valid security interest in, certain rights under the Leases, subject only to a license granted to Borrower to exercise certain rights and to perform certain obligations of the lessor under the Leases, as more particularly set forth therein. No Person other than Lender has any interest in or assignment of the Leases or any portion of the Rents due and payable or to become due and payable thereunder.

3.1.17 Insurance. Borrower has obtained and has delivered to Lender original or .certified copies of all of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any of the Policies, and no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

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3.1.18 Licenses. All permits and approvals, including, without limitation, certificates of occupancy, required by any Governmental Authority for the use, occupancy and operation of the Property in the manner in which the Property is currently being used, occupied and operated have been obtained and are in full force and effect.

3.1.19 Flood Zone. Except as shown on the Survey, none of the Improvements on the Property is located in an area identified by the Federal Emergency Management Agency as a special flood hazard area.

3.1.20 Physical Condition. Except as provided in that certain property condition report attached hereto as Schedule VI provided to Lender and to Borrower’s knowledge after due inquiry and diligence, (a) the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; (b) there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and (c) Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

3.1.21 Boundaries. Except as shown on the Survey, all of the improvements which were included in determining the appraised value of the Property lie wholly within the boundaries and building restriction lines of the Property, and no improvements on adjoining properties encroach upon the Property, and no easements or other encumbrances affecting the Property encroach upon any of the improvements, so as to affect the value or marketability of the Property except those which are insured against by title insurance each of which, whether or not insured, are shown on the Survey.

3.1.22 Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the Rent Roll attached hereto as Schedule I is true, complete and correct, the Property is not subject to any Leases other than the Leases described in Schedule I, Borrower is the sole owner of landlord’s interest in the Leases, and no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases, (b) the Leases identified on Schedule I are in full force and effect and there are no material defaults thereunder by either party except (i) as provided in any estoppel certificates or similar documents provided to Lender (collectively, the “Estoppels”), (ii) as disclosed in the Rent Roll, or (iii) as otherwise disclosed by Borrower to Lender attached hereto as Schedule IV (the “Additional Disclosures”) (collectively, the Additional Disclosures, the Rent Roll and the Estoppels, the “Lease Disclosures”), (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as provided in the Lease Disclosures, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as provided in the Lease Disclosures, all work to be

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performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements (h) except as provided in the Lease Disclosures, neither the landlord nor any Tenant is in default under any of the Leases; (i) except as provided in the Lease Disclosures, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (j) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (k) except as provided in the Lease Disclosures, no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (1) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease.

3.1.23 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Property to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Mortgage, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Property have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder.

3.1.24 Single Purpose. (a) Borrower hereby represents with respect to Borrower that it:

(i) is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business;

(ii) except for Permitted Encumbrances (as detailed on Schedule VII attached hereto), has no judgments or liens of any nature against it except for tax liens not yet due;

(iii) is in material compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, has received all permits necessary for it to operate;

(iv) is not involved in any dispute with any taxing authority;

(v) has paid all taxes which it owes;

(vi) has never owned any real property other than the Property and personal property necessary or incidental to its ownership or operation of the Property and has never engaged in any business other than the ownership and operation of the Property;

(vii) is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full;

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(viii) has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition;

(ix) has obtained a current Phase I environmental site assessment (“ESA”) for the Property prepared by EBI Consulting and to Borrower’s best knowledge, the ESA has not identified any recognized environmental conditions that require further investigation or remediation; and

(x) has no material contingent or actual obligations not related to the Property.

(b) Borrower hereby represents and warrants to and covenants with Lender that as of the date and until such time as the debt shall be paid in full:

(i) Borrower does not own and will not own any asset or property other than (A) the Property, and (B) incidental personal property necessary for the ownership or operation of the Property.

(ii) Borrower will not engage in any business other than the ownership, management and operation of the Property and Borrower will conduct and operate its business as presently conducted and operated.

(iii) Borrower will not enter into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than any such party.

(iv) Borrower will not incur, create or assume any Indebtedness other than (i) the Debt, (ii) unsecured trade payables and operational debt not evidenced by a note and in an aggregate amount not exceeding $500,000 at any one time, and (iii) Indebtedness incurred in the financing of equipment and other personal property used on the Property with annual payments not exceeding $100,000 in the aggregate; provided that any Indebtedness incurred pursuant to subclause (ii) and (iii) shall be (x) (A) with respect to subclause (ii), paid within sixty (60) days of the date incurred, and (B) with respect to subclause (iii), paid when it is due and payable, and (y) incurred in the ordinary course of business. No Indebtedness other than the Debt may be secured (subordinate or pari passu) by the Property.

(v) Borrower will not make any loans or advances to any third party (including any Affiliate or constituent party), and shall not acquire any obligations or securities of its Affiliates.

(vi) Borrower is and will remain solvent and Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due.

(vii) Borrower will do all things necessary to observe organizational formalities and preserve its existence, and Borrower will not, nor will Borrower permit any constituent party to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, operating agreement, trust or other organizational documents of

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Borrower or such constituent party without the prior consent of Lender in any manner that (i) violates the single purpose covenants set forth in this Section 3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender’s consent.

(viii) Borrower will maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party. Borrower’s assets will not be listed as assets on the financial statement of any other Person, provided, however, that Borrower’s assets may be included in a consolidated financial statement of its Affiliates provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of Borrower and such Affiliates and to indicate that Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (ii) such assets shall be listed on Borrower’s own separate balance sheet. Borrower will file its own tax returns (to the extent Borrower is required to file any such tax returns) and will not file a consolidated federal income tax return with any other Person and will pay all of its own taxes as required under applicable law. Borrower shall maintain its books, records, resolutions and agreements as official records.

(ix) Borrower will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate of Borrower or any constituent party of Borrower), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationery, invoices and checks bearing its own name.

(x) Borrower will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

(xi) Neither Borrower nor any constituent party will engage in, seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, or sale or transfer of all or substantially all of the assets, of Borrower.

(xii) Borrower will not commingle the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, and will hold all of its assets in its own name.

(xiii) Borrower will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person.

(xiv) Borrower will not guarantee or become obligated for the debts of any other Person and does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person and will not pledge its assets for the benefit of any other Person.

(xv) (A) If Borrower is a limited partnership or a limited liability company, (other than a single member limited liability company), each general partner or managing

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member (each, an “SPC Party”) shall be either a corporation whose sole asset is its interest in Borrower, a single-member Delaware limited liability company or a multi-member Delaware limited liability company with two (2) springing members, and each such SPC Party will at all times comply, and will cause Borrower to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from Borrower, Borrower shall immediately appoint a new SPC Party whose articles of incorporation or limited liability company operating agreement are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners.

(B) If Borrower is a single member limited liability company, Borrower shall have at least two (2) springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member of Borrower, and the other of which shall become the sole member of Borrower if the first such springing member no longer is available to serve as such sole member.

(xvi) Borrower shall at all times cause there to be at least two duly appointed Independent Directors of each SPC Party and Borrower reasonably satisfactory to Lender. “Independent Director” means a natural person who has not been at the time of such individual’s appointment or at any time while serving as a director of such SPC Party and Borrower, and may not have been at any time during the five years preceding such, appointment (i) a stockholder; director (other than as an Independent Director), officer, trustee, manager, member, employee, partner, attorney or counsel of such SPC Party, Borrower or any Affiliate of either of them, (ii) a creditor, customer, supplier or other Person who derives any of its purchases or revenues from its activities with such SPC Party, Borrower or any Affiliate of either of them, (iii) a Person or other entity controlling or under common control with any such Person excluded from serving as Independent Director under clauses (i) or (ii), or (iv) a member of the immediate family by blood or marriage of any such Person excluded from serving as Independent Director under clause (i) or (ii). A natural person who satisfies the foregoing definition other than subparagraph (ii) shall not be disqualified from serving as an Independent Director of the SPC Party if such individual is an independent director provided by a nationally-recognized company that provides professional independent directors and that also provides other corporate services in the ordinary course of its business (a “Professional Independent Director”). A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the independent director of a “special purpose entity” affiliated with the borrower shall not be disqualified from serving as an Independent Director of the SPC Party if either (x) such individual is a professional independent director or (y) the fees that such individual earns from serving as independent director of Affiliates of Borrower or the SPC Party in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for the year. Notwithstanding the immediately preceding sentence, an Independent Director may not simultaneously serve and Independent Director of Borrower or SPC Party and Independent Director of a special purpose entity that owns a direct or indirect equity interest in Borrower or SPC Party or a direct or indirect interest equity interest in any co-borrower of Borrower or SPC Party. For purposes of this paragraph, a “special purpose entity” is an entity whose organizational documents contain restrictions on its activities substantially similar to those set forth in the SPC Party’s organizational documents.

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(xvii) Borrower shall not cause or permit the board of directors of any SPC Party and Borrower to take any action which, under the terms of any certificate of incorporation, by- laws or any voting trust agreement with respect to any common stock or under any organizational document of Borrower or SPC Party, requires a vote of the board of directors of each SPC Party and Borrower unless at the time of such action there shall be at least two (2) members who are each an Independent Director.

(xviii) Borrower shall conduct its business so that the assumptions made with respect to Borrower in the Insolvency Opinion shall be true and correct in all respects. In connection with the foregoing, Borrower hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding the Borrower or any other Person) set forth in the Insolvency Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24, and (iii) all the organizational documents of the Borrower and any SPC Party.

(xix) Borrower will not permit any Affiliate or constituent party independent access to its bank accounts.

(xx) Borrower shall pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations.

(xxi) Borrower shall compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets all obligations of any kind incurred.

(xxii) Borrower will allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared. office space and for services performed by an employee of an Affiliate.

(xxiii) Borrower will not buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities).

(xxiv) Borrower will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity.

(c) Borrower hereby represents and warrants from the date of formation on:

(i) Borrower has not owned any asset or property other than (A) the Property, and (B) incidental personal property necessary for the ownership or operation of the Property.

(ii) Borrower has not engaged in any business other than the ownership, management and operation of the Property and Borrower has conducted and operated its business as presently conducted and operated.

(iii) Borrower has not entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party;

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(iv) Borrower has not incurred any Indebtedness other than (A) the mortgage debt encumbering the Property, (B) unsecured trade payables and operational debt not evidenced by a note and (C) Indebtedness incurred in the financing of equipment and other personal property used on the Property;

(v) Borrower has paid all of its debts and liabilities from its assets prior to such amounts being delinquent;

(vi) Borrower has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence;

(vii) Borrower has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person. Borrower’s assets have not be listed as assets on the financial statement of any other Person. Borrower has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person. Borrower has maintained its books, records, resolutions and agreements as official records;

(viii) Borrower has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party), has corrected any known misunderstanding regarding its status as a separate entity, conducted all of its business and held all of its assets in its own name, has not identified itself or any of its affiliates as a division or part of the other and has maintained and utilized separate stationery, invoices and checks bearing its own name;

(ix) Borrower has maintained adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(x) Neither Borrower nor any constituent party has caused the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of Borrower;

(xi) Borrower has not commingled the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, and has held all of its assets in its own name;

(xii) Borrower has maintained its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person;

(xiii) Borrower has not guaranteed or became obligated for the debts of any other Person and has not held itself out as being responsible for or have the debts or obligations of any other Person;

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(xiv) Borrower has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party;

(xv) Borrower has not pledged its assets to secure the obligations of any other Person, except as detailed on Schedule IX attached hereto and no such pledge remains outstanding except in connection with the Loan;

(xvi) Borrower has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds;

(xvii) Borrower has not owned any subsidiary or any equity interest in any other entity, except as detailed on Schedule X hereto;

(xviii) Borrower has not incurred any indebtedness that is still outstanding other than indebtedness that is permitted under the Loan Documents;

(xix) Borrower has not had any of its obligations guaranteed by an affiliate, except for guarantees that have been either released or discharged (or. that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents; and

(xx) Except for CPA Access, LLC, none of the tenants holding leasehold interests with respect to the Property are affiliated with the Borrower.

3.1.25 Tax Filings. To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Borrower. Borrower believes that its tax returns (if any) properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

3.1.26 Solvency. Borrower (a) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud. any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower).

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3.1.27 Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

3.1.28 Organizational Chart. The organizational chart attached as Schedule III hereto, relating to Borrower and certain Affiliates and other parties, is true, complete and correct on and as of the date hereof.

3.1.29 Bank Holding Company. Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

3.1.30 No Other Debt. Borrower has not borrowed or received debt financing (other than permitted pursuant to this Agreement) that has not been heretofore repaid in full.

3.1.31 Investment Company Act. Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

3.1.32 Access/Utilities. Except as shown on the Survey, all public utilities necessary to the continued use and enjoyment of the Property as presently used and enjoyed are located in the public right-of-way abutting the Property. To Borrower’s knowledge after due inquiry and diligence, all roads necessary for the full utilization of the Property for its current purpose have been completed and dedicated to public use and accepted by all governmental authorities or are the subject of access easements for the benefit of the Property.

3.1.33 No Bankruptcy Filing. Borrower is not 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 Borrower does not have any knowledge of any Person contemplating the filing of any such petition against it.

3.1.34 Full and Accurate Disclosure. To the best of Borrower’s knowledge, no information contained in this Agreement, the other Loan Documents, or any written statement furnished by or on behalf of Borrower pursuant to the terms of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. There is no fact or circumstance presently known to Borrower which has not been disclosed to Lender and which will have a Material Adverse Effect.

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3.1.35 Foreign Person. Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

3.1.36 No Change in Facts or Circumstances; Disclosure. To the best of Borrower’s knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make the financial statements, rent rolls, reports, certificates or other documents submitted in connection with the Loan inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects the business operations or the financial condition of Borrower or the Property.

3.1.37 Management Agreement. All of the representations and warranties with respect to the Management Agreement set forth in Article VII of this Agreement are true and correct in all respects. The Management Agreement is in full force and effect and neither Borrower nor, to the best of Borrower’s knowledge, any other party to the Management Agreement, is in default thereunder, and to the best of Borrower’s knowledge after due inquiry, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a default thereunder. Except as set forth on Schedule III, the Management Agreement has not been modified, amended or supplemented.

3.1.38 Perfection of Accounts. Borrower hereby represents, warrants and covenants to Lender that:

(a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents, Borrower has not sold or otherwise conveyed the Accounts;

(b) The Accounts constitute “deposit accounts” or “securities accounts” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; and

(c) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent’s complying with instructions with respect to the Accounts from any Person other than Lender.

3.1.39 Intentionally Omitted.

3.1.40 Patriot Act. (a) None of Borrower, any of their respective constituents or Affiliates, and to the best of Borrower’s knowledge, any of their respective brokers or other agents acting or benefiting in any capacity in connection with the Loan is a Prohibited Person.

(b) None of Borrower, any of their respective constituents or Affiliates, any of their respective brokers or other agents acting in any capacity in connection with the Loan, (i) has conducted or will conduct any business or has engaged or will engage in any transaction or dealing with any Prohibited Person, including making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) has dealt or will deal in, or

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otherwise has engaged or will engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) has engaged or will engage in or has conspired or will conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

(c) Borrower covenants and agrees to deliver to Lender any certification or other evidence requested from time to time by Lender in its sole discretion, confirming Borrower’s compliance with this Section 3.1.40.

Section 3.2 Survival of Representations. The representations and warranties set forth in Section 3.1 shall survive for so long as any amount remains payable to Lender under this Agreement or any of the other Loan Documents.

IV. BORROWER COVENANTS

Section 4.1 Borrower Affirmative Covenants. Borrower hereby covenants and agrees with Lender that:

4.1.1 Existence; Compliance with Legal Requirements. Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises and comply with all Legal Requirements applicable to it and the Property.

4.1.2 Taxes and Other Charges. Borrower shall pay all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof prior to the date such amounts would become delinquent. Borrower shall furnish to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent. Borrower shall not permit or suffer and shall promptly discharge any lien or charge against the Property. After prior notice to Lender, Borrower, at its own expense, may contest by appropriate legal proceeding, conducted in good faith and with due diligence, the amount or validity of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; (d) Borrower shall promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of Taxes or Other Charges from the Property; (f) Borrower shall furnish cash or other security as may be required in the proceeding, or as may be reasonably requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash or other security deposit or part thereof held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien; and (g) such contest by Borrower is not in violation of Leases.

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4.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened against Borrower or Guarantor which if adversely determined would have a Material Adverse Effect.

4.1.4 Access to Property. Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

4.1.5 Further Assurances; Supplemental Mortgage Affidavits. Borrower shall, at Borrower’s sole cost and expense:

(a) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(b) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

4.1.6 Financial Reporting.

(a) GAAP. Borrower shall keep and maintain or shall cause to be kept and maintained, in accordance with GAAP, proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the operation on an individual basis of the Property. All financial statements delivered to Lender in accordance with this Section 4.1.6 shall be prepared in accordance with GAAP in the United States of America as in effect on the date so indicated and consistently applied (or such other accounting basis reasonably acceptable for Lender).

(b) Monthly Reports. Prior to a Securitization, within forty-five (45) days after the end of each calendar month, Borrower shall furnish to Lender a current (as of the calendar month just ended) balance sheet, a detailed operating statement (showing monthly activity and year-to-date) stating Gross Income from Operations, Operating Expenses and Net Cash Flow for the calendar month just ended, a general ledger, a rent roll and, as requested by Lender, a written statement setting forth any variance from the Annual Budget and other documentation supporting the information disclosed in the most recent financial statements. In addition, such statement shall also be accompanied by (i) a calculation reflecting the Debt Service Coverage Ratio as of the last day of such month for such month and (ii) a certificate of the chief financial officer of Borrower or the general partner of Borrower stating that the representations and warranties of Borrower set forth in Section 3.1.24 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than sixty (60) days.

(c) Quarterly Reports. Within sixty (60) days after the end of each calendar quarter, Borrower shall furnish to Lender a detailed operating statement (showing quarterly activity and year-to-date) stating Gross Income from Operations, Operating Expenses, Net Cash

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Flow, and net cash flow and capital expenditures for the calendar quarter just ended and a balance sheet for such quarter for Borrower. Borrower’s quarterly statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior calendar quarter, (ii) a calculation reflecting the Debt Service Coverage Ratio as of the last day of such quarter, for such quarter and the last four quarters; (iii) a current rent roll for the Property; (iv) a certificate executed by the chief financial officer of Borrower or the general partner of Borrower stating that each such quarterly statement presents fairly the financial condition and the results of operations of the Borrower and the Property and has been prepared in accordance with general accepted accounting principles; and (vii) any notice received from a tenant under any Major Lease threatening non-payment of Rent or other default, alleging or acknowledging a default by landlord, requesting a termination of a Major Lease or a material modification of any Major Lease or notifying Borrower of the exercise or non-exercise of any option provided for in such tenant’s Major Lease, or any other similar material correspondence received. by Borrower from tenants under Major Leases during the subject fiscal quarter.

(d) Annual Reports. Within one hundred twenty (120) days after the end of each calendar year of Borrower’s operation of the Property, Borrower will furnish to Lender a complete copy of Guarantor’s consolidated annual financial statements audited by a “big four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP for such calendar year which financial statements shall contain a balance sheet, a detailed operating statement stating Gross Income from Operations, Operating Expenses, Net Cash Flow and net cash flow for each of Borrower, the Property and Guarantor. Guarantor’s consolidated annual financial statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior calendar year, (ii) a certificate executed by the chief financial officer of Guarantor or the general partner of Guarantor stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower, the Property and Guarantor and has been prepared in accordance with GAAP, and (iii) an unqualified opinion of a “big four” accounting firm or other independent certified public accountant reasonably acceptable to Lender.

(e) Certification; Supporting Documentation. Each such financial statement shall be in scope and detail satisfactory to Lender and certified by the chief financial representative of Borrower.

(f) Additional Reports. Borrower shall deliver to Lender as soon as reasonably available but in no event later than thirty (30) days after such items become available to Borrower in final form:

(i) copies of any final engineering or environmental reports prepared for Borrower with respect to the Property;

(ii) a copy of any notice received by Borrower from any environmental authority having jurisdiction over the Property with respect to a condition existing or alleged to exist or emanate from or at the Property; and

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(iii) if requested by Lender, a summary report listing only Tenants and square footage occupied by such Tenants.

(g) Access. Upon reasonable advance written notice to Borrower, Lender shall have the right from time to time at all times during normal business hours to examine such books, records and accounts at the office of Borrower or other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. Lender shall pay any costs and expenses incurred by Lender to examine Borrower’s accounting records with respect to the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest; provided, however, Borrower shall pay such costs and expenses upon the occurrence of an Event of Default or a Trigger Event (as defined in the Cash Management Agreement).

(h) Format of Delivery. Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, (ii) on a diskette or (iii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic format reasonably acceptable to Lender.

(i) Annual Budget. Borrower shall submit the Annual Budget to Lender for Lender’s approval not later than sixty (60) days prior to the commencement of each Fiscal Year. Annual Budgets approved by Lender shall hereinafter be referred to as an “Approved Annual Budget.” In the event that Borrower incurs an extraordinary operating expense or extraordinary capital expenditure not set forth in the Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval.

(j) Other Required Information. Borrower shall furnish to Lender, within five (5) Business Days after written request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the operation of the Property and the financial affairs of Borrower as may be reasonably requested by Lender, including, without limitation, a comparison of the budgeted income and expenses and the actual income and expenses for a quarter and year to date for the Property, together with a detailed explanation of any variances of more than five percent (5%) between budgeted and actual amounts for such period and year to date.

(k) Guarantor’s Financial Reporting. Borrower shall cause Guarantor to comply with this Section 4.1.6.

4.1.7 Title to the Property. Borrower will warrant and defend the validity and priority of the Liens of the Mortgage and the Assignment of Leases on the Property against the claims of all Persons whomsoever, subject only to Permitted Encumbrances.

4.1.8 Estoppel Statement. (a) After request by Lender, Borrower shall within ten (1 0) Business Days furnish Lender with a statement, duly acknowledged and certified, stating (i) the unpaid principal amount of the Note, (ii) the Applicable Interest Rate of the Note, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment of the Debt, if any, and (v) that this Agreement and the other Loan Documents have not

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been modified or if modified, giving particulars of such modification. Notwithstanding the foregoing, provided no Default or Event of Default shall have occurred, Lender shall be limited to one (1) request per calendar year.

(b) Only to the extent Borrower is entitled to receive under such applicable Lease, Borrower shall deliver to Lender, within thirty (30) days after request, an estoppel certificate from each Tenant under any Lease (provided that Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease); provided that such certificate may be in the form required under such Lease; provided further that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

4.1.9 Leasing Matters.

(a) Borrower may enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Borrower (unless, in the, case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute the applicable rent during such renewal, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) does not, in Borrower’s good faith judgment, as applicable, have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgage and the lessee thereunder agrees to attorn to Lender, (v) is written on the standard form of lease approved by Lender with modifications typically found in similar leases, and (vi) is not a Major Lease, All proposed Leases which do not satisfy the requirements set forth in this Section 4.1.9(a) shall be subject to the prior approval of Lender, which approval shall not be unreasonably withheld. Notwithstanding anything contained to the contrary herein, service orders or licenses in the ordinary course of Borrower’s business with existing Tenants for (i) additional power, interconnections, services and/or conditioning; (ii) racks, cages or cabinets (but not additional demised space) not exceeding 500 square feet; or (iii) additional riser space, conduit space or ancillary space not exceeding 500 square feet shall not constitute an amendment to Major Lease requiring Lender’s approval hereunder; provided, however, any such service order or license, in one instance or in aggregate, shall not have any Material Adverse Effect. At Lender’s request, Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection (a) together with Officer’s Certificate stating that Borrower has satisfied all of the conditions of this Section 4.1.9(a).

(b) Borrower (i) shall observe and perform, in all material respects, all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of any of the Leases as security for the Debt; (ii) shall promptly send copies to Lender of all notices of default or other material matters which Borrower shall send or receive with respect to the Leases; (iii) shall enforce in a commercially reasonable manner all of the material terms, covenants and conditions contained in the Leases upon the part of the tenant thereunder to be observed or performed (except for termination of a Major Lease which shall require Lender’s prior written approval); (iv) shall not collect any of the Rents more than one (1) month in advance (except Security Deposits shall not be deemed Rents collected in

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advance); (v) shall not execute any other assignment of the lessor’s interest in any of the Leases or the Rents; (vi) shall not consent to any assignment of or subletting under any Major Leases not in accordance with their terms, without the prior written consent of Lender; and (vii) any Lease termination or cancellation fees shall be paid to Lender and held in the Deposit Account.

(c) Borrower may, without the consent of Lender, amend, modify or waive the provisions of any Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease (including any guaranty, letter of credit or other credit support with respect thereto) provided that such Lease is not a Major Lease and that such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) does not have a Material Adverse Effect, and provided that such Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Agreement and any lease subordination agreement binding upon Lender with respect to such Lease. A termination of a Lease (other than a Major Lease) with a tenant who is in default beyond applicable notice and grace periods shall not be considered an action which has a Material Adverse Effect. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this Section 4.1.9(c) shall be subject to the prior written approval of Lender, which shall not be unreasonably withheld, at Borrower’s reasonable expense not to exceed $500 in any instance. At Lender’s request, Borrower shall promptly deliver, or cause to be delivered, to Lender copies of all Leases, amendments, modifications and waivers which are entered into pursuant to this Section 4.1.9(c) together with Officer’s Certificate stating that all of the conditions of this Section 4.1.9(c) have been satisfied.

(d) Notwithstanding anything contained herein to the contrary, Borrower shall not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, enter into, renew, extend, amend, modify, waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Major Lease or any instrument guaranteeing or providing credit support for any Major Lease.

(e) Notwithstanding the provisions of this Section 4.1.9, to the extent that Lender’s prior written approval is required pursuant to this Section 4.1.9, Lender shall, with respect to new Leases and modifications, amendments or terminations of existing Leases, have ten (10) Business Days from receipt of such written request and any and all material or relevant information and documentation (including, inter alia, a breakdown of all costs thereof) relating there to (collectively, the “Lease Request Package”) in which to furnish Lender’s approval or disapproval thereof, provided, such request to Lender is marked in bold, uppercase lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER and the envelope containing the request must be marked “PRIORITY”. In the event Lender fails to respond to the Lease Request Package within ten (10) Business Days after Lender’s receipt of the Lease Request Package, or with respect to a Major Lease, thereafter Borrower sends a second written request containing the following marked in bold, uppercase lettering: “YOUR FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT SHALL RESULT IN THE ENCLOSED MATERIALS BEING DEEMED APPROVED” requiring a response within five (5) Business Days of Lender’s receipt of such

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second written request, Lender shall be deemed to have approved or consented to such new Lease or such modification, amendment or termination of an existing Leases, or with respect to a Major Lease, if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period. As part of the Lease Request Package, Borrower shall be required to provide Lender with such information and documentation as may be reasonably required by Lender, including without limitation, lease comparables and other market information as reasonably required by Lender.

(f) Notwithstanding the leasing approval procedures set forth above, to facilitate Borrower’s leasing process Borrower may present prospective leasing transactions to Lender prior to the negotiation of a final lease pursuant to the following procedures:

(i) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9, Borrower shall have the right to submit to Lender a summary term sheet of the proposed lease or a draft of the Lease, each including all material terms for the proposed lease including, without limitation, the identity of the tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower, and as supplemented by any additional information concerning such lease or tenant as may be reasonably requested by Lender (the “Lease Term Sheet”). Lender shall use commercially reasonable efforts to respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request marked “Priority” (and containing a similar statement in bold, uppercase lettering as required under subsection (e) above) for approval or consent of the Lease Term Sheet and the delivery by Borrower of such other information and documentation reasonably requested by Lender in connection therewith. If Lender fails to respond to such request within ten (10) Business Days after receipt of such request and the delivery by Borrower of any other additional information or documentation reasonably requested by Lender in connection therewith, or with respect to a Major Lease, thereafter Borrower sends to Lender a second request marked “Priority” and containing a legend in bold, uppercase letters stating that Lender’s failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the Lease Term Sheet, or with respect to a Major Lease, if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period. If Lender approves or is deemed to have approved the Lease Term Sheet, Lender’s prior approval shall not be required for the final Lease, except to the extent such final Lease (A) deviates in any material respect from the terms set forth in the Lease Term Sheet or contains any material terms not set forth in the Lease Term Sheet and Lender determines in good faith that such deviation or new information shall materially or adversely affect either (1) Borrower’s interest under the Lease or (2) Lender’s interest in this Agreement or the other Loan Documents, (B) if a draft lease had not been submitted to Lender, deviates in any material respect from the standard form of lease approved by Lender and Lender determines in good faith that such deviation shall materially or adversely affect either (1) Borrower’s interest under the Lease or (2) Lender’s interest in this Agreement or the other Loan Documents or (C) is not fully executed within one hundred twenty (120) days after the Lease Term Sheet is approved or deemed approved. Borrower shall deliver to Lender a fully executed copy of the Lease within ten (10) days of the execution thereof; and

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(ii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved Lease Term Sheet pursuant to subsection (f)(i) above, Lender shall use commercially reasonable efforts to respond within five (5) Business Days after Lender’s receipt of both (A) Borrower’s written request marked “Priority” (and containing a similar statement in bold, uppercase lettering as required under subsection (f)(i) above) for such approval or consent and (B) such other information and documentation as is material or relevant to the request or otherwise is reasonably requested by Lender. If Lender fails to respond to such request within such five (5) Business Day period, and thereafter Borrower sends a second request containing a legend in bold, uppercase letters stating that Lender’s failure to respond within a second five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender’s consent or approval was sought if Lender fails to respond to such second written request before the expiration of such second five (5) Business Day period, provided that there have been no material deviations from the Lease Term Sheet and that the aggregate economics of the transaction are no less favorable to Borrower than as set forth in the Lease Term Sheet.

4.1.10 Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (except tenant improvements under any Lease approved by Lender (Lender, subject to Lender’s reliance upon the truth, accuracy and completeness of Borrower’s representations set forth in Section 3.1.22 hereof, having approved of all Leases that exist as of the date hereof) or under any Lease for which approval was not required by Lender under this Agreement adversely affecting structural components of the Property, utilities, HVAC or the exterior of the building) (a) that may have a Material Adverse Effect on Borrower’s financial condition, the value of the Property or the ongoing revenues and expenses of the Property or (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval may be granted or withheld in Lender’s sole discretion. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, (ii) Letters of Credit (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) over the Alteration Threshold.

4.1.11 Material Agreements. Borrower shall (a) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under each Material Agreement and Operating Agreement to which it is a party, and do all things necessary to preserve and to keep unimpaired its rights thereunder, (b) promptly notify Lender in writing of the giving of any notice of any default by any party under any Material Agreement and Operating Agreement of which it is aware and (c) promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the other party under each Material Agreement .and Operating Agreement to which it is a party in a commercially reasonable manner.

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4.1.12 Performance by Borrower. Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by Borrower without the prior consent of Lender.

4.1.13 Costs of Enforcement/Remedying Defaults. In the event (a) that the Mortgage is foreclosed in whole or in part or the Note or any other Loan Document is put into the hands of an attorney for collection, suit, action or foreclosure, (b) of the foreclosure of any Lien or Mortgage prior to or subsequent to the Mortgage in which proceeding Lender is made a party, (c) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower or Guarantor or an assignment by Borrower or Guarantor for the benefit of its creditors, or (d) Lender shall remedy or attempt to remedy any Event of Default hereunder, Borrower shall be chargeable with and agrees to pay all reasonable costs incurred by Lender as a result thereof, including costs of collection and defense (including reasonable attorneys’, experts’, consultants’ and witnesses’ fees and disbursements) in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable within ten (10) days on written demand, together with interest thereon from the date incurred by Lender at the Default Rate, and together with all required service or use taxes.

4.1.14 Business and Operations. Borrower will continue to engage in the businesses currently conducted by it as and to the extent the same are necessary for the ownership and leasing of the Property. Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership and leasing of the related Property. Borrower shall at all times cause the Property to be maintained as a carrier hotel/telecommunications interconnection facility.

4.1.15 Loan Fees. Borrower shall pay all fees and costs (including, without limitation, all origination and commitment fees) required of Borrower pursuant to the terms of that certain term sheet (the “Term Sheet”) between Borrower and Lender dated December 12, 2006.

4.1.16. Intentionally Omitted.

4.1.17 Handicapped Access. (a) Borrower covenants and agrees that the Property shall at all times strictly comply to the extent applicable with the requirements of the Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of 1988, all state and local laws and ordinances related to handicapped access and all rules, regulations, and orders issued pursuant thereto including, without limitation, the Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities (collectively, “Access Laws”).

(b) Notwithstanding any provisions set forth herein or in any other document regarding Lender’s approval of alterations of the Property, Borrower shall not alter the Property

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in any manner which would increase Borrower’s responsibilities for compliance with the applicable Access Laws without the prior written approval of Lender. The foregoing shall apply to tenant improvements constructed by Borrower or by any of its tenants. Lender may condition any such approval upon receipt of a certificate of Access Law compliance from an architect, engineer, or other person acceptable to Lender.

(c) Borrower covenants and agrees to give prompt notice to Lender of the receipt by Borrower of any written complaints received related to violation of any Access Laws and of the commencement of any proceedings or investigations which relate to compliance with applicable Access Laws.

4.1.18 Intentionally Omitted.

4.1.19 Notice of Certain Events. Borrower shall promptly notify Lender of (a) any Default or Event of Default, together with a detailed statement of the steps being taken to cure such Default or Event of Default; (b) any written notice of default received by Borrower under other obligations relating to the Property or otherwise material to Borrower’s business; and (c) any written notice received of threatened or pending legal, judicial or regulatory proceedings, including any dispute between Borrower and any Governmental Authority, affecting Borrower or the Property.

4.1.20 Further Assurances. Borrower shall promptly (a) cure any defects in the execution and delivery of the Loan Documents, and (b) execute and deliver, or cause to be executed and delivered, all such other documents, agreements and instruments as Lender may reasonably request to further evidence and more fully describe the collateral for the Loan, to correct any omissions in the Loan Documents, to perfect, protect or preserve any Liens created under any of the Loan Documents, or to make any recordings, file any notices, or obtain any consents, as may be necessary or appropriate in connection therewith. Borrower grants Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Lender under the Loan Documents, at law and in equity, including without limitation such rights and remedies available to Lender pursuant to Sections 10.2, 10.3, and 10.4.

4.1.21 Taxes on Security. Borrower shall pay all taxes, charges, filing, registration and recording fees, excises and levies payable with respect to the Note or the Liens created or secured by the Loan Documents, other than income, franchise and doing business taxes imposed on Lender. If there shall be enacted any law (a) deducting the Loan from the value of the Property for the purpose of taxation, (b) affecting any Lien on the Property, or (c) changing existing laws of taxation of mortgages, deeds of trust, security deeds, or debts secured by real property, or changing the manner of collecting any such taxes, Borrower shall promptly pay to Lender, on demand, all taxes, costs and charges for which Lender is or may be liable as a result thereof however, if such payment would be prohibited by law or would render the Loan usurious, then instead of collecting such payment, Lender may declare all amounts owing under the Loan Documents to be immediately due and payable.

4.1.22 Principal Place of Business, State of Organization. Borrower shall not cause or permit any change to be made in its name, identity (including its trade name or names),

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place of organization or formation (as set forth in Section 3.1.1 hereof) of Borrower’s corporate, partnership or other structure unless Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement, the Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s structure, without first obtaining the prior consent of Lender. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Property as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, is the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower’s organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth in the introductory paragraph of this Agreement. Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number. At the request of Lender, Borrower shall execute a certificate in form satisfactory to Lender listing the trade names under which Borrower intends to operate the Property, and representing and warranting that Borrower does business under no other trade name with respect to the Property.

Section 4.2 Borrower Negative Covenants. Borrower covenants and agrees with Lender that:

4.2.1 Liens. Borrower shall not create, incur, assume or suffer to exist any Lien on any portion of the Property except for Permitted Encumbrances.

4.2.2 Dissolution. Borrower shall not (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) engage in any business activity not related to the ownership and operation of the Property, (c) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the property or assets of Borrower except to the extent expressly permitted by the Loan Documents, or (d) cause, permit or suffer any SPC Party to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which such SPC Party would be dissolved, wound up or liquidated in whole or in part, or (ii) amend, modify, waive or terminate the certificate of incorporation or bylaws of such SPC Party, in each case without obtaining the prior consent of Lender.

4.2.3 Change in Business. Borrower shall not enter into any line of business other than the ownership and operation of the Property.

4.2.4 Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance herewith) owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business.

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4.2.5 Affiliate Transactions. Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower or any of the partners of Borrower except in the ordinary course of business and on terms which are fully disclosed to Lender in advance and are no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

4.2.6 Zoning. Borrower shall not initiate or consent to any zoning reclassification of any portion of the Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of the 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, without the prior written consent of Lender.

4.2.7 Assets. Borrower shall not purchase or own any property other than the Property and any property necessary or incidental for the operation of the Property.

4.2.8 No Joint Assessment. Borrower shall not suffer, permit or initiate the joint assessment of the Property (a) with any other real property constituting a tax lot separate from the Property, and (b) with any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Property.

4.2.9 Principal Place of Business. Borrower shall not change its principal place of business from the address set forth on the first page of this Agreement without first giving Lender thirty (30) days prior notice.

4.2.10 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

(b) Borrower shall deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its reasonable discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(A) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2);

(B) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2); or

(C) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or (e).

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4.2.11 Material Agreements. Borrower shall not, without Lender’s prior written consent: (a) enter into, surrender or terminate any Material Agreement or Operating Agreement to which it is a party (unless the other party thereto is in material default and the termination of such agreement would be commercially reasonable), (b) increase or consent to the increase of the amount of any charges under any Material Agreement or Operating Agreement to which it is a party, except as provided therein or on an arm’s-length basis and commercially reasonable terms; or (c) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Material Agreement or Operating Agreement to which it is a party in any material respect, except on an arms’-length basis and commercially reasonable terms.

4.2.12 Intentionally Omitted.

V. INSURANCE, CASUALTY AND CONDEMNATION

Section 5.1 Insurance.

5.1.1 Insurance Policies. (a) Borrower shall obtain and maintain, or cause to be maintained, insurance for Borrower and the Property providing at least the following coverages:

(i) comprehensive all risk insurance on the Improvements and the personal property at the Property (A) in an amount equal to one hundred percent (100%) of the “Full Replacement Cost,” which for purposes of this Agreement shall mean actual replacement value (exclusive of costs of excavations, foundations, underground utilities and footings) with a waiver of depreciation, but the amount shall in no event be less than the outstanding principal balance of the Loan; (B) containing an agreed amount endorsement with respect to the Improvements and personal property at the Property waiving all co-insurance provisions; (C) providing for no deductible in excess of Ten Thousand and No/100 Dollars ($10,000) for all such insurance coverage; and (D) containing an “Ordinance or Law Coverage” or “Enforcement”' endorsement if any of the Improvements or the use of the Property shall at any time constitute legal non-conforming structures or uses. In addition, Borrower shall obtain: (y) if any portion of the Improvements is currently or at any time in the future located in a federally designated “special flood hazard area”, flood hazard insurance in an amount equal to the lesser of (1) the outstanding principal balance of the Note or (2) the maximum amount of such insurance available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended or such greater amount as Lender shall require with a deduction not to exceed $100,000 any one loss; and (z) earthquake insurance in amounts and in form and substance satisfactory to Lender in the event the Property is located in an area with a high degree of seismic activity with a deductible not to exceed $100,000 any one loss provided that the insurance pursuant to clauses (y) and (z) hereof shall be on terms consistent with the comprehensive all risk insurance policy required under this subsection (i).

(ii) commercial general liability insurance against claims for personal injury, bodily injury, death or property damage occurring upon, in or about the Property, such insurance (A) to be on the so-called “occurrence” form with an occurrence limit of not less than One Million and No/100 Dollars ($1,000,000) and an aggregate limit of not less than Two Million and No/100 Dollars ($2,000,000); (B) to continue at not less than the aforesaid limit until

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required to be changed by Lender by reason of changed economic conditions making such protection inadequate; and (C) to cover at least the following hazards: (1) premises and operations; (2) products and completed operations on an “if any” basis; (3) independent contractors; (4) blanket contractual liability for all legal contracts; and (5) contractual liability covering the indemnities contained in Article 9 of the Mortgage to the extent the same is available;

(iii) business income insurance (A) with loss payable to Lender; (B) covering all risks required to be covered by the insurance provided for in subsection (i) above for a period commencing at the time of loss for such length of time as it takes to repair or replace with the exercise of due diligence and dispatch; (C) containing an extended period of indemnity endorsement which provides that after the physical loss to the Improvements and Personal Property has been repaired, the continued loss of income will be insured until such income either returns to the same level it was at prior to the loss, or the expiration of twenty-six (26) months from the date that the Property is repaired or replaced and operations are resumed, whichever first occurs, and notwithstanding that the policy may expire prior to the end of such period; and (D) in an amount equal to one hundred percent (100%) of the projected gross income from the Property for a period from the date of loss to a date (assuming total destruction) which is six (6) months from the date that the Property is repaired or replaced and operations are resumed. The amount of such business income insurance shall be determined prior to the date hereof and at least once each year thereafter based on Borrower’s reasonable estimate of the gross income from the Property for the succeeding eighteen (18) month period. All proceeds payable to Lender pursuant to this subsection shall be held by Lender and shall be applied to the obligations secured by the Loan Documents from time to time due and payable hereunder and under the Note; provided, however, that nothing herein contained shall be deemed to relieve Borrower of its obligations to pay the obligations secured by the Loan Documents on the respective dates of payment provided for in the Note and the other Loan Documents except to the extent such amounts are actually paid out of the proceeds of such business income insurance;

(iv) at all times during which structural construction, repairs or alterations are being made with respect to the Improvements, and only if the Property coverage form does not otherwise apply, (A) owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the above mentioned commercial general liability insurance policy; and (B) the insurance provided for in subsection (i) above written in a so-called builder’s risk completed value form (1) on a non-reporting basis, (2) against all risks insured against pursuant to subsection (i) above, (3) including permission to occupy the Property, and (4) with an agreed amount endorsement waiving co-insurance provisions;

(v) workers’ compensation, subject to the statutory limits of the state in which the Property is located, and employer’s liability insurance with a limit of at least One Million and No/100 Dollars ($1,000,000) per accident and per disease per employee, and One Million and No/100 Dollars ($1,000,000) for disease aggregate in respect of any work or operations on or about the Property, or in connection with the Property or its operation (if applicable);

(vi) comprehensive boiler and machinery insurance, if applicable, in amounts as shall be reasonably required by, Lender on terms consistent with the commercial property insurance policy required under subsection (i) above;

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(vii) umbrella liability insurance in addition to primary coverage in an amount not less than Ten Million and No/100 Dollars ($10,000,000) per occurrence on terms consistent with the commercial general liability insurance policy required under subsection (ii) above and (viii) below, provided that in connection with a Securitization and/or any other Secondary Market Transaction Borrower may be required to obtain up to $30,000,000 of the umbrella liability insurance if required by Rating Agencies or purchaser;

(viii) motor vehicle liability coverage for all owned and non-owned vehicles, including rented and leased vehicles containing minimum limits per occurrence of One Million and No/100 Dollars ($1,000,000);

(ix) so-called “dramshop” insurance or other liability insurance required in connection with the sale of alcoholic beverages;

(x) insurance against employee dishonesty in an amount not less than one (1) month of Gross Income from Operations from the Property and with a deductible not greater than Ten Thousand and No/100 Dollars ($10,000);

(xi) if the insurance policies required under this Section 5.1.1(a) do not cover perils of terrorism or acts of terrorism, Borrower shall maintain insurance for loss resulting from perils and acts of terrorism on terms (including amounts) consistent with those required under this Section 5.1.1(a); provided Borrower shall not be obligated to spend more than $65,000 per year in annual premiums for terrorism coverage and in the event that annual premiums for terrorism coverage costs more than $65,000, Borrower shall obtain so much terrorism coverage as may be obtained for $65,000 per year of annual premiums. If (A) a Rating Agency in connection with a Securitization of the Loan or in connection with its rating surveillance of the Securities issued pursuant to a Securitization of the Loan would not provide or maintain a rating for any portion of the Loan or such Securities which would otherwise be available but for the failure to maintain such terrorism insurance and/or (B) any potential investor purchasing any certificates in connection with a Securitization of the Loan would require the exclusion of the Loan from the Securitization or an adverse pricing adjustment with respect to such purchase as a result of the failure to maintain such terrorism insurance, Borrower will so maintain such insurance from any insurer or any Governmental Authority (for the maximum amount obtainable up to the amounts set forth in this Section 5.1.1(a) and with deductibles no greater than those provided in this Section 5.1.1(a)). The claims paying ability rating of the insurer shall be consistent with the requirements of Section 5.1.2 hereof or, if no insurer of such claims paying ability rating is then issuing such terrorism insurance, the chosen insurer shall be the insurer which is offering such terrorism insurance and which has a claims paying ability rating the closest to that required by Section 5.1.2 hereof; and

(xii) upon sixty (60) days’ notice, such other reasonable insurance and in such reasonable amounts as Lender from time to time may reasonably request against such other insurable hazards which at the time are commonly insured against for property similar to the Property located in or around the region in which the Property is located.

(b) All insurance provided for in Section 5.1.1(a) shall be obtained under valid and enforceable policies (collectively, the “Policies” or in the singular, the “Policy”) and, to the

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extent not specified above, shall be subject to the approval of Lender as to deductibles, loss payees and insureds. Not less than fifteen (15) days prior to the expiration dates of the Policies theretofore furnished to Lender, certificates of insurance evidencing the Policies accompanied by evidence satisfactory to Lender of payment of the premiums then due thereunder (the “Insurance Premiums”), shall be delivered by Borrower to Lender.

(c) Any blanket insurance Policy shall specifically allocate to the Property the amount of coverage from time to time required hereunder and shall otherwise provide the same protection as would a separate Policy insuring only the Property in compliance with the provisions of Section 5.1.1(a).

(d) All Policies of insurance provided for or contemplated by Section 5.1.1(a) shall be primary coverage and, except for the Policy referenced in Section 5.1.1(a)(v), shall name Borrower as the insured and Lender and its successors and/or assigns as the additional insured, as its interests may appear, and in the case of property damage, boiler and machinery, flood, earthquake and terrorism insurance, shall contain a so-called New York standard non-contributing mortgagee clause in favor of Lender providing that the loss thereunder shall be payable to Lender. Borrower shall not procure or permit any of its constituent entities to procure any other insurance coverage which would be on the same level of payment as the Policies or would adversely impact in any way the ability of Lender or Borrower to collect any proceeds under any of the Policies.

(e) All Policies of insurance provided for in Section 5.1.1(a), except for the Policies referenced in Section 5.1.1(a)(v) and (a)(viii) shall contain clauses or endorsements to the effect that:

(i) no act or negligence of Borrower, or anyone acting for Borrower, or of any Tenant or other occupant, or failure to comply with the provisions of any Policy, which might otherwise result in a forfeiture of the insurance or any part thereof, shall in any way affect the validity or enforceability of the insurance insofar as Lender is concerned;

(ii) the Policy shall not be canceled or permitted to lapse without at least thirty (30) days’ written notice to Lender and any other party named therein as an additional insured and, shall not be materially changed (other than to increase the coverage provided thereby) without such a thirty (30) day notice; and

(iii) Lender shall not be liable for any Insurance Premiums thereon or subject to any assessments thereunder.

(f) If at any time Lender is not in receipt of written evidence after applicable time periods herein or after written request that all insurance required hereunder is in full force and effect, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Lender in its reasonable discretion deems appropriate and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon written demand and until paid shall be secured by the Mortgage and shall bear interest at the Default Rate.

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(g) In the event of foreclosure of the Mortgage or other transfer of title to the Property in extinguishment in whole or in part of the Debt, all right, title and interest of Borrower in and to the Policies that are not blanket Policies then in force concerning the Property and all proceeds payable thereunder shall thereupon vest in the purchaser at such foreclosure or Lender or other transferee in the event of such other transfer of title.

5.1.2 Insurance Company. The Policies shall be issued by financially sound and responsible insurance companies authorized to do business in the state in which the Property is located and having a claims paying ability rating of “A” or better by S&P and the equivalent rating by one of the other Rating Agencies.

Section 5.2 Casualty and Condemnation.

5.2.1 Casualty. If the Property shall sustain a Casualty, Borrower shall give prompt notice of such Casualty to Lender and shall promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 5.3, it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrower shall pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to, make proof of loss if not made promptly by Borrower. In the event of a Casualty where the loss does not exceed Restoration Threshold, Borrower may settle and adjust such claim; provided that (a) no Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold or if an Event of Default then exists, Borrower may settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement.

5.2.2 Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall deliver to Lender a copy of any and all papers served in connection with such proceedings. Borrower may settle and compromise the Condemnation only with prior written the consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any such Condemnation. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment

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in the Note and in this Agreement. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Award interest at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall promptly commence and diligently prosecute the Restoration of the Property and otherwise comply with the provisions of Section 5.3. If the Property is sold, through foreclosure or otherwise, prior to the receipt by Lender of the Award, Lender shall have the right, whether or not a deficiency judgment on the Note shall have been sought, recovered or denied, to receive the Award, or a portion thereof sufficient to pay the Debt.

5.2.3 Casualty Proceeds. Notwithstanding the last sentence of Section 5.1.1 (a)(iii) and provided no Event of Default then exists hereunder, proceeds received by Lender on account of the business interruption insurance specified in Section 5.1.1(a)(iii) above with respect to any Casualty shall be deposited by Lender directly into the Deposit Account but (a) only to the extent it reflects a replacement for lost Rents that would have been due under Leases existing on the date of such Casualty, and (b) only to the extent necessary to fully make the disbursements required by Section 3.3 of the Cash Management Agreement. All other such proceeds shall be held by Lender and disbursed in accordance with Section 5.3 hereof.

Section 5.3 Delivery of Net Proceeds.

5.3.1 Minor Casualty or Condemnation. If a Casualty or Condemnation has occurred to the Property and the Net Proceeds shall be less than the Restoration Threshold and the costs of completing the Restoration shall be less than the Restoration Threshold, and provided (a) no Event of Default shall have occurred and remain uncured and (b) the Casualty or Condemnation shall have occurred prior to the Maturity Date, the Net Proceeds will be disbursed by Lender to Borrower. Promptly after receipt of the Net Proceeds, Borrower shall commence and satisfactorily complete with due diligence the Restoration in accordance with the terms of this Agreement. If any Net Proceeds are received by Borrower and may be retained by Borrower pursuant to the terms hereof, such Net Proceeds shall, until completion of the Restoration, be held in trust for Lender and shall be segregated from other funds of Borrower to be used to pay for the cost of Restoration in accordance with the terms hereof.

5.3.2 Major Casualty or Condemnation. (a) If a Casualty or Condemnation has occurred to the Property and the Net Proceeds are equal to or greater than the Restoration Threshold or the costs of completing the Restoration is equal to or greater than the Restoration Threshold, Lender shall make the Net Proceeds available for the Restoration, provided that each of the following conditions are met:

(i) no Event of Default shall have occurred and be continuing;

(ii) (A) in the event the Net Proceeds are insurance proceeds, less than twenty-five percent (25%) of the total floor area of the Improvements at the Property has been damaged, destroyed or rendered unusable as a result of such Casualty or (B) in the event the Net Proceeds are an Award, less than ten percent (10%) of the land constituting the Property is taken, and such land is located along the perimeter or periphery of the Property, and no portion of the Improvements is the subject of the Condemnation;

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(iii) Leases requiring payment of annual rent equal to eighty percent (80%) of the Gross Income from Operations received by Borrower during the twelve (12) month period immediately preceding the Casualty or Condemnation and all Major Leases shall remain in full force and effect during and after the completion of the Restoration without abatement of rent beyond the time required for Restoration, notwithstanding the occurrence of such Casualty or Condemnation;

(iv) Borrower shall commence the Restoration as soon as reasonably practicable (but in no event later than sixty (60) days after such Casualty or Condemnation, whichever the case may be, occurs) and shall diligently pursue the same to satisfactory completion;

(v) Lender shall be satisfied that any operating deficits and all payments of principal and interest under the Note will be paid during the period required for Restoration from (A) the Net Proceeds, or (B) other funds of Borrower;

(vi) Lender shall be satisfied that the Restoration will be completed on or before the earliest to occur of (A) the date six (6) months prior to the Maturity Date, (B) the earliest date required for such completion under the terms of any Lease, (C) such time as may be required under applicable Legal Requirements in order to repair and restore the Property to the condition it was in immediately prior to such Casualty or to as nearly as possible the condition it was in immediately prior to such Condemnation, as applicable or (D) the expiration of the insurance coverage referred to in Section 5.1.1 (a)(iii);

(vii) the Property and the use thereof after the Restoration will be in compliance with and permitted under all applicable Legal Requirements;

(viii) the Restoration shall be done and completed by Borrower in an expeditious and diligent fashion and in compliance with all applicable Legal Requirements

(ix) such Casualty or Condemnation, as applicable, does not result in the loss of access to the Property or the related Improvements;

(x) all Operating Agreements shall remain in full force and effect;

(xi) After giving effect to such Restoration, the Debt Service Coverage Ratio for the Property shall be equal to the greater of (i) the Debt Service Coverage Ratio for the twelve (12) full calendar months immediately preceding the Closing Date, and (ii) the Debt Service Coverage Ratio for the Property for the twelve (12) full calendar months immediately preceding the Casualty or Condemnation of the Property; and

(xii) Lender shall be satisfied that, upon the completion of the Restoration, the Loan to Value Ratio for the Property is not greater than lesser of (i) Loan to Value Ratio on Closing Date and (ii) Loan to Value Ratio immediately prior to the occurrence of the applicable Casualty or Condemnation, as determined by Lender in its sole discretion.

(b) The Net Proceeds shall be paid directly to Lender and held by Lender in an interest-bearing account and, until disbursed in accordance with the provisions of this

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Section 5.3.2, shall constitute additional security for the Debt. The Net Proceeds (including all interest earned thereon) shall be disbursed by Lender to, or as directed by, Borrower from time to time during the course of the Restoration, upon receipt of evidence satisfactory to Lender that (i) all requirements set forth in Section 5.3.2(a) have been satisfied, (ii) all materials installed and work and labor performed (except to the extent that they are to be paid for out of the requested disbursement) in connection with the Restoration have been paid for in full, and (iii) there exist no notices of pendency, stop orders, mechanic’s or materialman’s liens or notices of intention to file same, or any other liens or encumbrances of any nature whatsoever on the Property arising out of the Restoration which have not either been fully bonded to the satisfaction of Lender and discharged of record or in the alternative fully insured to the satisfaction of Lender by the title company issuing the Title Insurance Policy.

(c) All plans and specifications required in connection with the Restoration shall be subject to prior approval of Lender (not to be unreasonably withheld) and an independent architect selected by Lender (the “Casualty Consultanty”). The plans and specifications shall require that the Restoration be completed in a first-class workmanlike manner at least equivalent to the quality and character of the original work in the Improvements (provided, however, that in the case of a partial Condemnation, the Restoration shall be done to the extent reasonable practicable after taking into account the consequences of such partial Condemnation), so that upon completion thereof, the Property shall be at least equal in value and general utility to the Property prior to the damage or destruction; it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrower shall restore all Improvements such that when they are fully restored and/or repaired, such Improvements and their contemplated use fully comply with all applicable material Legal Requirements. The identity of the contractors, subcontractors and materialmen engaged in the Restoration, as well as the contracts under which they have been engaged, shall be subject to approval of Lender and the Casualty Consultant. All costs and expenses incurred by Lender in connection with recovering, holding and advancing the Net Proceeds for the Restoration including, without limitation, reasonable attorneys’ fees and disbursements and the Casualty Consultant’s fees and disbursements, shall be paid by Borrower.

(d) In no event shall Lender be obligated to make disbursements of the Net Proceeds in excess of an amount equal to the costs actually incurred from time to time for work in place as part of the Restoration, as certified by the Casualty Consultant, less the Casualty Retainage. The term “Casualty Retainage” shall mean, as to each contractor, subcontractor or materialman engaged in the Restoration, an amount equal to ten percent (10%) of the costs actually incurred for work in place as part of the Restoration, as certified by the Casualty Consultant, until the Restoration has been completed. The Casualty Retainage shall in no event, and notwithstanding anything to the contrary set forth above in this Section 5.3.2(d), be less than the amount actually held back by Borrower from contractors, subcontractors and materialmen engaged in the Restoration. The Casualty Retainage shall not be released until the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 5.3.2(d) and that all approvals necessary for the re-occupancy and use of the Property have been obtained from all appropriate Governmental Authorities, and Lender receives evidence satisfactory to Lender that the costs of the Restoration have been paid in full or

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will be paid in full out of the Casualty Retainage; provided, however, that Lender will release the portion of the Casualty Retainage being held with respect to any contractor, subcontractor or materialman engaged in the Restoration as of the date, upon which the Casualty Consultant certifies to Lender that the contractor, subcontractor or materialman has satisfactorily completed all work and has supplied all materials in accordance with the provisions of the contractor’s, subcontractor’s or materialman’s contract, the contractor, subcontractor or materialman delivers the lien waivers and evidence of payment in full of all sums due to the contractor, subcontractor or materialman as may be reasonably requested by Lender or by the title company issuing the Title Insurance Policy, and Lender receives an endorsement to the Title Insurance Policy insuring the continued priority of the lien of the Mortgage and evidence of payment of any premium payable for such endorsement. If required by Lender, the release of any such portion of the Casualty Retainage shall be approved by the surety company, if any, which has issued a payment or performance bond with respect to the contractor, subcontractor or materialman.

(e) Lender shall not be obligated to make disbursements of the Net Proceeds more frequently than once every calendar month.

(f) If at any time the Net Proceeds or the undisbursed balance thereof shall not, in the opinion of Lender in consultation with the Casualty Consultant, be sufficient to pay in full the balance of the costs which are estimated by the Casualty Consultant to be incurred in connection with the completion of the Restoration, Borrower shall deposit the deficiency (the “Net Proceeds Deficiency”) with Lender before any further disbursement of the Net Proceeds shall be made. The Net Proceeds Deficiency deposited with Lender shall be held by Lender in an interest bearing account and shall be disbursed for costs actually incurred in connection with the Restoration on the same conditions applicable to the disbursement of the Net Proceeds, and until so disbursed pursuant to this Section 5.3.2 shall constitute additional security for the Debt.

(g) The excess, if any, of the Net Proceeds and the remaining balance, if any, of the Net Proceeds Deficiency deposited with Lender after the Casualty Consultant certifies to Lender that the Restoration has been completed in accordance with the provisions of this Section 5.3.2, and the receipt by Lender of evidence satisfactory to Lender that all costs incurred in connection with the Restoration have been paid in full, shall be remitted by Lender to Borrower, provided no Event of Default shall have occurred and shall be continuing under any of the Loan Documents; provided, however, the amount of such excess returned to Borrower in the case of a Condemnation shall not exceed the amount of Net Proceeds Deficiency deposited by Borrower with the balance being applied to the Debt in the manner provided for in subsection 5.3.2(h).

(h) All Net Proceeds not required (i) to be made available for the Restoration or (ii) to be returned to Borrower as excess Net Proceeds pursuant to Section 5.3.2(g) may be retained and applied by Lender toward the payment of the Debt, whether or not then due and payable, in such order, priority and proportions as Lender in its sole discretion shall deem proper, or, at the discretion of Lender, the same may be paid, either in whole or in part, to Borrower for such purposes as Lender shall designate.

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VI. RESERVE FUNDS

Section 6.1 Intentionally Omitted.

Section 6.2 Tax Funds.

6.2.1 Deposits of Tax Funds. On the Closing Date, Borrower shall deposit with Lender the amount of One Hundred Thirty Two Thousand Four Hundred Eighty Eight and 44/100 Dollars ($132,488.44) and shall deposited with Lender on each Monthly Payment Date an amount equal to one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate sufficient funds to pay all such Taxes at least ten (10) days prior to their respective due dates. Amounts deposited pursuant to this Section 6.2.1 are referred to herein as the “Tax Funds”. If at any time Lender reasonably determines that the Tax Funds will not be sufficient to pay the Taxes, Lender shall notify Borrower of such determination and the monthly deposits for Taxes shall be increased by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) days prior to the respective due dates for the Taxes; provided that if Borrower receives notice of any deficiency after the date that is ten (10) days prior to the date that Taxes are due, Borrower will deposit such amount within one (1) Business Day after its receipt of such notice.

6.2.2 Release of Tax Funds. Lender shall have the right to apply the Tax Funds to payments of Taxes. In making any payment relating to Taxes, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax Funds shall exceed the amounts due for Taxes, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax Funds. Any Tax Funds remaining after the Debt has been paid in full shall be returned to Borrower.

Section 6.3 Insurance Funds.

6.3.1 Deposits of Insurance Funds. On the Closing Date, Borrower shall deposit with Lender the amount of Thirty Three Thousand Two Hundred Forty Three and 33/100 Dollars ($33,243.33) and shall deposited with Lender on each Monthly Payment Date an amount equal to one-twelfth (1/12^th) of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies. Amounts deposited pursuant to this Section 6.3.1 are referred to herein as the “Insurance Funds”. If at any time Lender reasonably determines that the Insurance Funds will not be sufficient to pay the Insurance Premiums, Lender shall notify Borrower of such determination and the monthly deposits for Insurance Premiums shall be increased by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to expiration of the Policies.

6.3.2 Release of Insurance Funds. Lender shall have the right to apply the Insurance Funds to payment of Insurance Premiums. In making any payment relating to

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Insurance Premiums, Lender may do so according to any bill, statement or estimate procured from the insurer or its agent, without inquiry into the accuracy of such bill, statement or estimate. If the amount of the Insurance Funds shall exceed the amounts due for Insurance Premiums, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Insurance Funds. Any Insurance Funds remaining after the Debt has been paid in full shall be returned to Borrower.

6.3.3 Waiver of Insurance Funds. Borrower shall be relieved of its obligation to make deposit of Insurance Funds under Section 6.3.1 above, provided that Lender receives from Borrower evidence acceptable to it of all insurance and renewal of all insurance required hereunder is in full force and effect at least thirty (30) prior to expiration of the insurance policy. Notwithstanding anything contained to the contrary herein, in the event Borrower fails to deliver required evidence under this Section 6.3.3, all Insurance Funds which would have been required under Section 6.3.1. above since the Closing Date through and including the Monthly Payment Date immediately preceding the date on which Borrower fails to deliver such evidence shall be deposited with Lender immediately in accordance with Section 6.3.1 above.

Section 6.4 Capital Expenditure Funds.

6.4.1 Deposits of Capital Expenditure Funds. Borrower shall deposit with Lender on each Monthly Payment Date an amount equal to Four Thousand Six Hundred Sixty Six and 67/100 Dollars ($4,666.67) for annual Capital Expenditures approved by Lender, which approval shall not be unreasonably withheld or delayed, provided, however, such monthly deposit or a portion thereof will not be required to the extent if after giving effect thereto, the amount or balance would exceed $40,000. Amounts deposited pursuant to this Section 6.4.1 are referred to herein as the “Capital Expenditure Funds”. Lender may reassess its estimate of the amount necessary for capital expenditures from time to time and, and may require Borrower to increase the monthly deposits required pursuant to this Section 6.4.1 upon thirty (30) days notice to Borrower if Lender determines in its reasonable discretion that an increase is necessary to maintain proper operation of the Property.

6.4.2 Release of Capital Expenditure Funds. (a) Lender shall direct Agent to disburse Capital Expenditure Funds only for Capital Expenditures.

(b) Lender shall direct Agent to disburse to Borrower the Capital Expenditure Funds upon satisfaction by Borrower of each of the following conditions: (i) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the Capital Expenditures to be paid, (ii) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (iii) Lender shall have received an Officer’s Certificate (A) stating that the items to be funded by the requested disbursement are Capital Expenditures, (B) stating that all Capital Expenditures at the Property to be funded by the requested disbursement have been completed in a good and workmanlike manner and in accordance with all applicable Legal Requirements, such certificate to be accompanied by a copy of any license, permit or other approval required by any Governmental Authority in connection with the Capital expenditures, (C) identifying each Person that supplied materials or labor in connection with the Capital Expenditures to be funded by the requested disbursement, and (D) stating that each such

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Person has been paid in full or will be paid in full upon such disbursement, such certificate to be accompanied by lien waivers or other evidence of payment satisfactory to Lender, (iv) at Lender’s option, a title search for the Property indicating that the Property is free from all Liens, claims and other encumbrances not previously approved by Lender, (v) at Lender’s option, if the cost of any individual Capital Expenditure exceeds Twenty-Five Thousand and No/100 Dollars ($25,000), Lender shall have received a report satisfactory to Lender in its reasonable discretion from an architect or engineer approved by Lender in respect of such architect or engineer’s inspection of the Capital Expenditures Work to which the funded disbursement relates, and (vi) Lender shall have received such other evidence as Lender shall reasonably request that the Capital Expenditures at the Property to be funded by the requested disbursement have been completed and are paid for or will be paid upon such disbursement to Borrower. Lender shall not be required to disburse Capital Expenditure Funds more frequently than once each calendar month, and must be at least an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Capital Expenditure Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made).

(c) Nothing in this Section 6.4.2 shall (i) make Lender responsible for making or completing the Capital Expenditures Work; (ii) require Lender to expend funds in addition to the Capital Expenditure Funds to complete any Capital Expenditures Work; (iii) obligate Lender to proceed with the Capital Expenditures Work; or (iv) obligate Lender to demand from Borrower additional sums to complete any Capital Expenditures Work.

(d) Borrower shall permit Lender and Lender’s agents and representatives (including, without limitation, Lender’s engineer, architect, or inspector) or third parties to enter onto the Property during normal business hours (subject to the rights of Tenants under their Leases) to inspect the progress of any Capital Expenditures Work and all materials being used in connection therewith and to examine all plans and shop drawings relating to such Capital Expenditures Work. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender’s representatives or such other Persons described above in connection with inspections described in this Section 6.4.2(d).

(e) If a Capital Expenditure disbursement will exceed One Hundred Thousand and No/100 Dollars ($100,000), Lender may require an inspection of the Property at Borrower’s expense prior to making a disbursement of Capital Expenditure Funds in order to verify completion of the Capital Expenditures Work for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and may require a certificate of completion by an independent qualified professional architect acceptable to Lender prior to the disbursement of Capital Expenditure Funds. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional architect.

(f) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen’s compensation insurance, builder’s risk, and public liability insurance and other insurance to the extent required under applicable law in connection with the Capital Expenditures Work. All such policies shall be in form and amount reasonably satisfactory to Lender.

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Section 6.5 Rollover Funds.

6.5.1 Deposits of Rollover Funds. Borrower shall deposit with Lender on each Monthly Payment Date the sum of any early lease termination or cancellation fees or a similar cost paid by any terminating Tenant under any Major Lease following the date hereof. Amounts deposited pursuant to this Section 6.5.1 are referred to herein as the “Rollover Funds”.

6.5.2 Release of Rollover Funds. Lender shall direct Agent to disburse to Borrower Rollover Funds as provided in this Section upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the amount requested, (b) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (c) Lender shall have reviewed and approved the proposed Lease or Leases for the space previously leased under the terminated Major Lease (the “Vacant Space”), (d) Lender shall have received an estoppel certificate from the applicable replacement Tenant stating that (i) all required work is complete and refunds are due such Tenant pursuant to its Lease and (ii) such Tenant is in occupancy and paying full unabated rent (without any offset or credit) has taken possession of the demised premises and is open for business thereon, and (e) Lender shall have received such other evidence as Lender shall reasonably request. Provided that conditions (a) through (e) of this Section 6.5.2 have been satisfied, Rollover Funds shall be disbursed to Borrower on a pro rata basis as the rent stream under the terminated Major Lease is replaced by the rent stream of Lease or Leases of the Vacant Space (provided, however, such Rollover Funds shall be deposited in the Deposit Account upon an Event of Default or a Trigger Event). Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and any such disbursement must be in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made).

Section 6.6 Intentionally Omitted.

Section 6.7 Security Interest in Reserve Funds.

6.7.1 Grant of Security Interest. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Reserve Funds as additional security for the payment of the Loan. The Reserve Funds shall be held in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its sole discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Reserve Funds to the payment of the Loan in any order in its sole discretion. Until expended or applied as above provided, the Reserve Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Reserve Funds while any Event of Default or Default then exists. The Reserve Funds shall be held in an Eligible Account in Permitted Investments in accordance with the terms and provisions of this Agreement. Lender shall not be liable for any loss sustained on the investment of any funds constituting the Reserve Funds. Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and

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expenses) arising from or in any way connected with the Reserve Funds or the performance of the obligations for which the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

6.7.2 Income Taxes. Borrower shall report on its federal, state and local income tax returns all interest or income earned by Borrower on the applicable Reserve Funds.

6.7.3 Prohibition Against Further Encumbrance. Borrower shall not, without the prior consent of Lender, further pledge, assign or grant any security interest in the Reserve Funds or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.

VII. PROPERTY MANAGEMENT

Section 7.1 The Management Agreement. Borrower shall cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Lender of any notice to Borrower of any default by Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Lender shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

Section 7.2 Prohibition Against Termination or Modification. Borrower shall not surrender, terminate, cancel, modify, renew, amend or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with Manager or any other Person, or consent to the assignment by the Manager of its interest under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager and/or management agreement such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender.

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Section 7.3 Replacement of Manager. Lender shall have the right to require Borrower to replace the Manager with a Qualifying Manager upon the occurrence of any one or more of the following events: (a) at any time following the occurrence of an Event of Default and/or (b) if Manager shall be in default under the Management Agreement beyond any applicable notice and cure period or if at any time the Manager has engaged in gross negligence, fraud or willful misconduct.

VIII. PERMITTED TRANSFERS

Section 8.1. Transfer or Encumbrance of Property. (a) Without the prior written consent of Lender, Borrower shall not, and shall not permit any other Restricted Party to (i) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign the Property, any part thereof or any interest therein (including any partnership ,or any other ownership interest in Borrower or any other Restricted Party); (ii) further encumber, alienate, grant a Lien or grant any other interest in the Property or any part thereof (including any partnership or other ownership interest in Borrower), whether voluntarily or involuntarily; or (iii) enter into any easement or other agreement granting rights in or restricting the use or development of the Property (collectively, a “Transfer”).

(b) As used in this Article VIII, “transfer” shall include (i) an installment sales agreement wherein Borrower agrees to sell the Property or any part thereof for a price to be paid in installments; (ii) an agreement by Borrower leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower or any other Restricted Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; and (iv) if Borrower or any other Restricted Party is a limited or general partnership, joint venture or limited liability company, the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venture or member.

(c) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon Borrower’s sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property without Lender’s consent. This provision shall apply to every sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property regardless of whether voluntary or not, or whether or not Lender has consented to any previous sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property.

(d) Lender’s consent to one sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property shall not be deemed to be a waiver of Lender’s right to require such consent to any future occurrence of same. Any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the Property made in contravention of this paragraph shall be null and void and of no force and effect.

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(e) Borrower agrees to bear and shall pay or reimburse Lender on written demand for all reasonable expenses (including, without limitation, reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and documentation of any such sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer.

(f) Lender’s consent to the sale or transfer of the Property will not be unreasonably withheld if after consideration of all relevant factors and provided that Borrower satisfies the following conditions:

(i) no Event of Default or event which with the giving of notice or the passage of time would constitute an Event of Default shall have occurred and remain uncured;

(ii) the proposed transferee (“Transferee”) shall be a reputable entity or person of good character, creditworthy, with sufficient financial worth considering the obligations assumed and undertaken, as evidenced by financial statements and other information reasonably requested by Lender;

(iii) the Transferee and its property manager shall have sufficient experience in the ownership and management of properties similar to the Property, and Lender shall be provided with reasonable evidence thereof (and Lender reserves the right to approve the Transferee without approving the substitution of the property manager); provided, however, if the Transferee’s property manager is a Qualifying Manager, Lender approval of the property manager shall not be required;

(iv) Lender shall have received confirmation in writing from the Rating Agencies to the effect that such transfer will not result in a re-qualification, reduction or withdrawal of any rating initially assigned or to be assigned in a Securitization;

(v) Lender shall have received evidence satisfactory to it (which shall include a legal non-consolidation opinion acceptable to Lender) that the single purpose nature and bankruptcy remoteness of Borrower its shareholders, partners, or members, as the case may be, following such transfers are in accordance with the standards of the Rating Agencies;

(vi) the Transferee shall have executed and delivered to Lender an assumption agreement in form and substance acceptable to Lender, evidencing such Transferee’s agreement to abide and be bound by the terms of the Note, the Mortgage and the other Loan Documents, together with such legal opinions and title insurance endorsements as may be reasonably requested by Lender; and

(vii) Lender shall have received on or prior to the date of the sale or transfer (A) an assumption fee equal to one quarter (0.25%) of the then unpaid principal balance of the Note, (B) a rating confirmation fee for each of the Rating Agencies delivering a confirmation pursuant to clause (iv) above, which confirmation fees shall be equal to the then customary fees charged by each applicable Rating Agency for such a confirmation and (C) the payment of all costs and expenses incurred by Lender and the Rating Agencies in connection with such assumption (including reasonable attorneys’ fees and costs).

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Section 8.2 Permitted Transfer. Notwithstanding the provisions of Section 8.1 hereof, provided that no Default or Event of Default shall have occurred and remain uncured, Lender’s consent shall not be required in connection with one or a series of Transfers, of up to forty-nine percent (49%) of the stock, the limited partnership interests or non-managing membership interests (as the case may be) in any Restricted Party (other than Guarantor); provided, however, no such Transfer shall result in the change of Control in a Restricted Party (other than Guarantor), and as a condition to each such Transfer, Lender shall receive not less than thirty (30) days prior notice of such proposed Transfer and copies of the documents transferring such interest and, if requested by Lender, evidence that the organizational structure of Borrower and each SPC Party remains in compliance with the covenants set forth in Section 3.1.24 hereof and the requirements of the Rating Agencies. If after giving effect to any such Transfer, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in a Restricted Party (other than Guarantor) are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in such Restricted Party as of the Closing Date, Borrower shall, no less than thirty (30) days prior to the effective date of any such Transfer, deliver to Lender an Additional Insolvency Opinion acceptable to Lender and the Rating Agencies. In addition, at all times, Guarantor must continue to Control Borrower, Guarantor and Affiliate Manager and own, directly or indirectly, at least a 50% legal and beneficial interest in Borrower and Affiliate Manager. All reasonable costs and expenses incurred by Lender in connection with the foregoing shall be payable by Borrower.

IX. SALE AND SECURITIZATION OF MORTGAGE

Section 9.1 Sale of Mortgage and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan or (iii) to securitize the Loan or any portion thereof in one or more private or public single asset or pooled-loan securitizations. (The transactions referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “Secondary Market Transactions” and the transaction referred to in clause (iii). shall hereinafter be referred to as a “Securitization.” Any single- or multi-class certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”).

(b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to:

(i) (A) provide updated financial and other information with respect to the Property, the business operated at the Property, Borrower and the Manager, (B) provide updated budgets relating to the Property and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property (the “Updated Information”), together with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies;

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(ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and “true sale” or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Property and Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; provided, however, all legal costs, fees and expenses of such opinions shall be evenly split between Borrower and Lender and payable by each of Borrower and Lender of its respective fifty percent (50%);

(iii) attend management meetings and conduct tours of the Property;

(iv) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and

(v) execute such amendments to the Loan Documents and Borrower’s organizational documents reasonably requested by Lender, including, without limitation, the modification of all operative dates (including, without limitation, the Monthly Payment Date, the Determination Date, the Interest Period, and the Maturity Date) under the Loan Documents by up to ten (10) days (such modification a “Re-Dating”), the execution of one or more replacement loan agreements, as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate, Monthly Payment Date and amortization of the Loan), and modify the Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan; provided, however, any such amendments or agreements will not materially alter the payment terms set forth in this Agreement or the other Loan Documents or materially and adversely affect Borrower or impose additional material obligations or liabilities upon Borrower. In connection with a Securitization, Borrower shall cooperate with Lender to implement any Re-Dating (including obtaining a modification of any Interest Rate Cap Agreement), and to satisfy all requirements of each of the Rating Agencies with respect to the Loan and the Securitization as required by this Section 9.1. If Borrower shall fail to cooperate with Lender as set forth in this Section 9.1 within ten (10) Business Days of each initial request by Lender, Lender is hereby appointed as Borrower’s attorney in fact to execute any and all documents necessary to accomplish the Re-Dating, including, without limitation, obtaining a modification of any Interest Rate Cap Agreement. For purposes of this subsection (v), the phrase “initial request” shall mean the initial request made by Lender with respect to a particular issue with reasonable specificity and shall include all related issues arising directly or logically therefrom such that issues arising directly or logically therefrom shall not serve to extend the ten (10) Business Day deadline imposed pursuant to this subsection (v)

(c) If, at any time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of

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Borrower collectively, or the Properties alone or the Properties and Related Properties collectively, will be a Significant Obligor, Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than seventy-five (75) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, Borrower shall furnish to Lender financial data and/or financial statements for any tenant of any of the Properties if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor.

Section 9.2 Securitization Indemnification. (a) Borrower understands that information provided to Lender by Borrower and its agents, counsel and representatives may be included in disclosure documents in connection with the Securitization, including, without limitation, an offering circular, a prospectus, prospectus supplement, private placement memorandum or other offering document (each, a “Disclosure Document”) and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and may be made available to investors or prospective investors in the Securities (or any class thereof), the Rating Agencies, and service providers relating to the Securitization.

(b) Borrower shall provide in connection with each of (i) a preliminary and a final private placement memorandum or (ii) a preliminary and final prospectus or prospectus supplement, as applicable, an agreement (A) certifying that Borrower has examined such Disclosure Documents specified by Lender and that each such Disclosure Document, as it relates to Borrower, Borrower Affiliates, the Property, Manager and all other aspects of the Loan, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were

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made, not misleading, (B) indemnifying Lender (and for purposes of this Section 9.2, Lender hereunder shall include its officers and directors), the Affiliate of Lender that has filed the registration statement relating to the Securitization (the “Registration Statement”), each of its directors, each of its officers who have signed the Registration Statement and each Person that controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Lender Group”), and Lender, and any other placement agent or underwriter with respect to the Securitization, each of their respective directors and each Person who controls Lender or any other placement agent or underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which Lender, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the Lender Group and/or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender Group and the Underwriter Group in connection with investigating or defending the Liabilities; provided, however, that Borrower will be liable in any such case under clauses (B) or (C) above only to the extent that any such loss claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without limitation, financial statements of Borrower, operating statements and rent rolls with respect to the Property. This indemnity agreement will be in addition to any liability which Borrower may otherwise have.

(c) In connection with Exchange Act Filings, Borrower shall (i) indemnify Lender, the Lender Group and the Underwriter Group for Liabilities to which Lender, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Disclosure Document a material fact required to be stated in the Disclosure Document in order to make the statements in the Disclosure Document, in light of the circumstances under which they were made, not misleading and (ii) reimburse Lender, the Lender Group or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender Group or the Underwriter Group in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an indemnified party under this Section 9.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9.2, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the indemnifying party. In the event that any action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the

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indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. After written notice from the indemnifying party to such indemnified party under this Section 9.2, such indemnified party shall pay for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party at the cost of the indemnifying party. The indemnifying party shall not be liable for the expenses of more than one separate counsel unless an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another indemnified party.

(e) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 9.2(b) or (c) is for any reason held to be unenforceable as to an indemnified party in respect of any losses, claims, damages or liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section 9.2(b) or (c), the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages or liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i) Lender’s and Borrower’s relative knowledge and access to information concerning the matter with respect to which the claim was asserted; (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. Lender and Borrower hereby agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation.

(f) The liabilities and obligations of both Borrower and Lender under this Section 9.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

(g) Notwithstanding anything contained in this Article IX, Borrower agrees to act in a commercially reasonable manner with respect to requests made by Lender or any Rating Agency in a Secondary Market Transaction; provided, however, all costs, fees and expenses of such Secondary Market Transaction (other than legal costs, fees and expenses of Borrower) shall be the sole responsibility of Lender.

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X. DEFAULTS

Section 10.1 Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if any portion of the Debt is not paid when due;

(ii) if any of the Taxes or Other Charges are not paid within five (5) days following notice to Borrower that the same are due and payable;

(iii) if the Policies are not kept in full force and effect or if certified copies of the Policies are not delivered to Lender upon request;

(iv) if Borrower breaches or permits or suffers a breach of Article 6 of the Mortgage;

(v) if any representation or warranty made by Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made; provided, however, that if Borrower did not have knowledge at the time of representation or warranty that such representation or warranty was false or misleading in any material respect and the same is susceptible of being cured, Borrower shall have the right to cure such representation or warranty within a period of thirty (30) days after written notice to Borrower from Lender;

(vi) if Borrower, any SPC Party or Guarantor shall make an assignment for the benefit of creditors;

(vii) if Borrower fails or admits its inability to pay debts generally as they become due;

(viii) if a receiver, liquidator or trustee shall be appointed for Borrower, any SPC Party or Guarantor or if Borrower, any SPC Party or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, any SPC Party or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, any SPC Party or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, and SPC Party or Guarantor, upon the same not being discharged, stayed or dismissed within sixty (60) days or if an order for relief is entered;

(ix) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(x) Intentionally Omitted;

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(xi) if any of the assumptions contained in the Insolvency Opinion, or in any other non-consolidation opinion delivered to Lender in connection with the Loan, or in any other non-consolidation delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; provided, however, such untrue assumption shall not constitute an Event of Default if (A) such untrue assumption was immaterial and such breach must be susceptible of cure, (B) Borrower corrects such untrue assumption within 30 days of notice from Lender and (C) Borrower delivers to Lender within such 30-day period opinions of counsel acceptable to Lender and Rating Agencies to the effect that such untrue assumption shall not negate or impair the opinions contained in the substantive non-consolidation opinion letter delivered to Lender at closing of the Loan;

(xii) if Borrower breaches any representation, warranty or covenant contained in Section 3.1.24 hereof; provided, however, such breach of any representation, warranty or covenant contained in Section 3.1.24 hereof shall not constitute an Event of Default if (A) such breach was immaterial and such breach must be susceptible of cure, (B) Borrower corrects such breach within 30 days of notice from Lender and (C) Borrower delivers to Lender within such 30-day period opinions of counsel acceptable to Lender and Rating Agencies to the effect that such breach shall not negate or impair the opinions contained in the substantive non-consolidation opinion letter delivered to Lender at closing of the Loan;

(xiii) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement entered into pursuant to Article VII hereof, and if such default permits the Manager thereunder to terminate or cancel the Management Agreement;

(xiv) if Borrower shall continue to be in Default under any of the terms, covenants or conditions of Section 9.1 hereof, or fails to cooperate with Lender in connection with a Securitization pursuant to the provisions of Section 9.1 hereof, for five (5) Business Days after notice to Borrower from Lender;

(xv) if Borrower fails to obtain or maintain an Interest Rate Protection Agreement or replacement thereof in accordance with Section 2.5 hereof;

(xvi) Intentionally Omitted;

(xvii) Intentionally Omitted;

(xviii) if Borrower breaches any of its obligations under Section 2.4.4 hereof;

(xix) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xviii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed sixty (60) days;

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(xx) if there shall be a Default under any of the other Loan Documents beyond any applicable cure periods contained in such Loan Documents, whether as to Borrower, Guarantor or the Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt; or

(xxi) if Guarantor shall, at any time, fail to maintain the Required Net Worth.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in Section 10.1(a)(vi), (vii) or (viii) above) and at any time thereafter Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Property, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents against Borrower and the Property, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in Section 10.1 (a)(vi), (vii) or (viii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 10.2 Remedies. (a) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Property. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing (i) Lender is not subject to any “one action” or “election of remedies” law or rule, and (ii) all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Property and the Mortgage has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) Lender shall have the right from time to time to partially foreclose the Mortgage in any manner and for any amounts secured by the Mortgage then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose the Mortgage to recover such delinquent payments, or (ii) in the event Lender elects to accelerate

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less than the entire outstanding principal balance of the Loan, Lender may foreclose the Mortgage to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Mortgage as Lender may elect. Notwithstanding one or more partial foreclosures, the Property shall remain subject to the Mortgage to secure payment of sums secured by the Mortgage and not previously recovered.

(c) Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, mortgages and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power.

(d) Any amounts recovered from the Property or any other collateral for the Loan after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

Section 10.3 Right to Cure Defaults. Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Lender is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 10.3, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses-incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefore.

Section 10.4 Remedies Cumulative. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may

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determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon;

XI. MISCELLANEOUS

Section 11.1 Successors and Assigns. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 11.2 Lender’s Discretion. Whenever pursuant to this Agreement Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Prior to a Securitization, whenever pursuant to this Agreement the Rating Agencies are given any right to approve or disapprove, or any arrangement or term is to be satisfactory to the Rating Agencies, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory, based upon Lender’s determination of Rating Agency criteria, shall be substituted therefore.

Section 11.3 Governing Law. (A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST

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EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

J. Todd Raymond

c/o The telx Group, Inc.

17 State Street, 33^rd Floor

New York, New York 10004

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL, BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 11.4 Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for

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the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 11.5 Delay Not a Waiver. Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Loan Document, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount. Lender shall have the right to waive or reduce any time periods that Lender is entitled to under the Loan Documents in its sole and absolute discretion.

Section 11.6 Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted, or desired to be given hereunder shall be in writing sent by telefax (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 11.6. Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by telefax if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows:

If to Lender:	UBS Real Estate Securities Inc.
	1285 Avenue of the Americas
	New York, New York 10019
	Attention: Jeffrey N. Lavine
	Facsimile No.: (212) 713-4062
with a copy to:	Cadwalader, Wickersham & Taft LLP
	One World Financial Center
	New York, New York 10281
	Attention: William P. McInerney, Esq.
	Facsimile No.: (212) 504-6666
If to Borrower:	Colo Properties Atlanta, LLC
	c/o The telx Group Inc.
	17 State Street, 33rd Floor
	New York, New York 10004
	Attention: J. Todd Raymond, CEO
	Facsimile No.: (212) 480-8384

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with a copy to:	GI Partners
	2180 Sand Hill Road, Suite 210
	Menlo Park, California 94025
	Attention: Eric Harrison
with a copy to:	Paul, Hastings, Janofsky & Walker LLP
	695 Town Center Drive, 17th Floor
	Costa Mesa, California 92626
	Attention: Todd C. Coop, Esq.
	Facsimile No.: (714) 668-6311

Section 11.7 Trial by Jury. BORROWER AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 11.8 Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 11.9 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 11.10 Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

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Section 11.11 Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 11.12 Remedies of Borrower. In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where, by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedy shall be limited to commencing an action seeking injunctive relief or declaratory judgment. Any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 11.13 Expenses; Indemnity. (a) Except as specifically provided herein, (a) Borrower shall pay or, if Borrower fails to pay, reimburse Lender upon receipt of notice from Lender, for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Property, or any other security given for the Loan; and (vi) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Property or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any costs due and payable to Lender may be paid to Lender pursuant to the this Agreement and the other Loan Documents.

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(b) Borrower shall indemnify, defend and hold harmless Lender and its officers, directors, agents, employees (and the successors and assigns of the foregoing) (the “Lender Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Lender Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Lender Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Lender Indemnitees in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of the Lender Indemnities. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Lender Indemnities.

Section 11.14 Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 11.15 Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 11.16 No Joint Venture or Partnership; No Third Party Beneficiaries. (a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender nor to grant Lender any interest in the Property other than that of mortgagee, beneficiary or lender.

(b) This Agreement and the other Loan Documents are solely for the benefit of Lender and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to

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make the Loan 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 or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

Section 11.17 Publicity. All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender or any of its Affiliates shall be subject to the prior written approval of Lender. Borrower authorizes Lender to issue press releases, advertisements and other promotional materials in connection with Lender’s own promotional and marketing activities, including in connection with a Secondary Market Transaction, and such materials may describe the Loan in general terms or in detail and Lender’s participation therein in the Loan. All references to Lender contained in any press release, advertisement or .promotional material issued by Borrower shall be approved in writing by Lender in advance of issuance.

Section 11.18 Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s partners and others with interests in Borrower, and of the Property, and shall not assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Property for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Property in preference to every other claimant whatsoever.

Section 11.19 Waiver of Offsets/Defenses/Counterclaims. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower is obligated to make under any of the Loan Documents.

Section 11.20 Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s

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exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 11.21 Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than CBRE Melody (“Broker”). Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person other than Broker that such Person acted on behalf of Borrower or arising from a claim by any Person (including Broker) that such Person acted on behalf of Lender in connection with the transactions contemplated herein. The provisions of this Section 11.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 11.22 Exculpation. Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Mortgage or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Mortgage and the other Loan Documents, or in the Property, the Rents, or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Property, in the Rents, Net Proceeds and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Mortgage and the other Loan Documents, shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Mortgage or the other Loan Documents. The provisions of this Section shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Mortgage; (c) affect the validity or enforceability of any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) impair the enforcement of the Assignment of Leases; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Mortgage or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Property; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with and Borrower shall be personally liable for the following:

(i) fraud or intentional misrepresentation by Borrower or any guarantor in connection with the Loan;

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(ii) the gross negligence or willful misconduct of Borrower;

(iii) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity or in the Mortgage concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto in either document;

(iv) Intentionally Omitted;

(v) the misapplication or conversion by Borrower of (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of the Property, or (C) any Rents following an Event of Default or any Rents collected for more than one month in advance to the extent such Rents or any other payments in respect of the Leases and other income of the Property or any other collateral are not applied to the costs of maintenance and operation of the Property and to the payment of taxes, lien claims, insurance premiums, Debt Service and other amounts due under the Loan Documents;

(vi) Intentionally Omitted;

(vii) any security deposits, advance deposits or any other deposits collected with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) Borrower’s indemnification of Lender set forth in Section 9.2 hereof;

(ix) Borrower’s failure to maintain insurance as required by this Agreement or to pay any taxes or assessments affecting the Property;

(x) Intentionally Omitted;

(xi) any intentional failure of Borrower to maintain its status as a single purpose entity as required by, and in accordance with, the terms hereof; or

(xii) the breach of any representation, warranty or covenant in Section 3.1.24 hereof.

Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrower in the event that: (i) the first full monthly payment of interest under the Note is not paid when due; (ii) Borrower fails to maintain its status as a single purpose entity upon the request of Lender after an Event of Default; (iii) Borrower fails to obtain Lender’s prior consent to any subordinate financing or other voluntary Lien encumbering the

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Property; (iv) Borrower fails to obtain Lender’s prior consent to any assignment, transfer, or conveyance of the Property or any interest therein as required by the Mortgage or this Agreement; (v) Borrower files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (vi) an Affiliate, officer, director, or representative which controls, directly or indirectly, Borrower files, or joins in the filing of, an involuntary petition against Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower from any Person; (vii) Borrower files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (viii) any Affiliate, officer, director, or representative which controls Borrower consents to or acquiesces in or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or any portion of the Property; or (ix) Borrower makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

Section 11.23 Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the term sheet letter dated, December 12, 2006 (as amended) between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 11.24 Servicer. (a) At the option of Lender, the Loan may be serviced by a servicer (the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement (the “Servicing Agreement”) between Lender and Servicer. Borrower shall be responsible for any reasonable set-up fees or any other initial costs and the monthly or annual servicing fee arising under the Servicing Agreement (such monthly or annual servicing fee not to exceed an aggregate amount equal to one basis point (0.01%) of the original principal amount of the Loan). Servicer shall, however, be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under the applicable provisions of this Agreement and the other Loan Documents.

(b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower pursuant to the provisions of this Agreement, the Note and the other Loan Documents.

(c) Provided Borrower shall have been given notice of Servicer’s address by Lender, Borrower shall deliver to Servicer duplicate originals of all notices and other instruments which Borrower may or shall be required to deliver to Lender pursuant to this Agreement, the Note and the other Loan Documents (and no delivery of such notices or other instruments by Borrower shall be of any force or effect unless delivered to Lender and Servicer as provided above).

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Section 11.25 Joint and Several Liability. If more than one Person has executed this Agreement as “Borrower,” the representations, covenants, warranties and obligations of all such Persons hereunder shall be joint and several.

Section 11.26 Creation of Security Interest. Notwithstanding any other provision set forth in this Agreement, the Note, the Mortgage or any of the other Loan Documents, Lender may at any time create a security interest in all or any portion of its rights under this Agreement, the Note, the Mortgage and any other Loan Document (including, without limitation, the advances owing to it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

Section 11.27 Assignments and Participations. (a) Lender may assign to one or more Persons all or a portion of its rights and obligations under this Loan Agreement.

(b) Upon such execution and delivery, from and after the effective date specified in such Assignment and Acceptance, the assignee thereunder shall be a party hereto and have the rights and obligations of Lender hereunder.

(c) Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 11.27, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to Borrower or any of its Affiliates or to any aspect of the Loan that has been furnished to the Lender by or on behalf of the Borrower or any of its Affiliates.

Section 11.28 Set-Off. In addition to any rights and remedies of Lender provided by this Loan Agreement and by law, the Lender shall have the right, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender or any Affiliate thereof to or for the credit or the account of Borrower. Lender agrees promptly to notify Borrower after any such set-off and application made by Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

Section 11.29 Component Notes. Borrower covenants and agrees that in connection with any Securitization of the Loan, upon Lender’s request Borrower shall deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan or create one or more mezzanine loans (including amending Borrower’s organizational structure to provide for one or more mezzanine borrowers) (each a “Resizing Event”). Lender agrees that such new notes or modified note or mezzanine notes shall immediately after the Resizing Event have the same initial weighted average coupon as the original note prior to such Resizing Event, notwithstanding that such new notes or modified note or mezzanine notes or may, in connection with the application of principal to such new notes or modified note or mezzanine notes, subsequently cause the weighted average spread

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of such new notes or modified note or mezzanine notes to change (but not increase, except that the weighted average spread may subsequently increase due to involuntary prepayments or if an Event of Default shall occur) and apply principal, interest rates and amortization of the Loan between such new components and/or mezzanine loans in a manner specified by Lender in its sole discretion such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum bond execution for the Loan. In connection with any Resizing Event, Borrower covenants and agrees to resize the Interest Rate Protection Agreement to reflect the newly created components and/or mezzanine loans.

It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 11.29 within ten (10) Business Days of notice thereof.

Section 11.30 Mezzanine Loan Option.

(a) Lender shall have the right at any time to create .one or more additional mezzanine loans (each, a “New Mezzanine Loan”; together with the Mezzanine A Loan and the Mezzanine B Loan, collectively, the “Mezzanine Loans”). The principal amount of the Loan plus the principal amount of the Mezzanine Loans shall equal the aggregate outstanding principal balance of the Loan, the Mezzanine A Loan and the Mezzanine B Loan immediately prior to the creation of any New Mezzanine Loan(s). The Loan and the Mezzanine Loans will be on the same terms and subject to the same conditions set forth in this Agreement, the Note, the Mortgage and the other Loan Documents except as follows:

(i) Lender shall have the right to establish different interest rates and debt service payments for the Loan and the Mezzanine Loans and to require the payment of the Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the Loan and the Mezzanine Loans shall equal the amount of the Loan, the Mezzanine A Loan and the Mezzanine B Loan immediately prior to the creation of any New Mezzanine Loan, and (ii) the initial weighted average spread of the Loan and any Mezzanine Loan following such reallocation, modification or change shall equal the weighted average spread in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan.

(ii) The borrower of a New Mezzanine Loan (the “New Mezzanine Borrower”) shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of Mezzanine B Borrower. The security for a New Mezzanine Loan shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in Mezzanine B Borrower.

(iii) Borrower, Mezzanine A Borrower, Mezzanine B Borrower and any New Mezzanine Borrower shall cooperate with all reasonable requests of Lender in order to create any New Mezzanine Loan(s) and shall execute and deliver, such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation opinions and the modification of organizational documents and loan documents. In the event Borrower, Mezzanine A Borrower, Mezzanine B

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Borrower and/or New Mezzanine Borrower fail to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower, Mezzanine A Borrower, Mezzanine B Borrower and/or New Mezzanine Borrower, as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower, Mezzanine A Borrower, Mezzanine B Borrower and/or New Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. Borrower, Mezzanine A Borrower, Mezzanine B Borrower and New Mezzanine Borrower shall pay all costs and expenses in connection with the creation of any New Mezzanine Loan and all requirements relating thereto.

(iv) It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower, Mezzanine A Borrower, Mezzanine B Borrower or any New Mezzanine Borrower fails to comply with any of the terms, covenants or conditions of this Section 11.30 within ten (10) Business Days of notice thereof.

(b) Notwithstanding anything to the contrary contained herein, Lender shall have the right to reallocate the Optional Repayment to the Mezzanine A Loan, Mezzanine B Loan and any New Mezzanine Loan(s) in such order of priority as maybe designated by Lender in its sole discretion.

(c) Notwithstanding anything to the contrary contained in this Section 11.30, all costs, fees and expenses in connection with this Section 11.30 shall be the sole responsibility of Lender; provided, however, Borrower shall be solely responsible for all legal costs, fees and expenses incurred by Borrower.

Section 11.31 Approvals; Third Parties; Conditions. All approval rights retained or exercised by Lender with respect to Leases, contracts, plans, studies and other matters are solely to facilitate Lender’s credit underwriting, and shall not be deemed or construed as a determination that Lender has passed on the adequacy thereof for any other purpose and may not be relied upon by Borrower or any other Person. This Agreement is for the sole and exclusive use of Lender and Borrower and may not be enforced, nor relied upon, by any Person other than Lender and Borrower. All conditions of the obligations of Lender hereunder, including the obligation to make advances, if any, are imposed solely and exclusively for the benefit of Lender, its successors and assigns, and no other Person shall have standing to require satisfaction of such conditions or be entitled to assume that Lender will refuse to make advances in the absence of strict compliance with any or all of such conditions, 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 Lender at any time in Lender’s sole discretion.

Section 11.32 Limitation on Liability of Lender’s Officers, Employees, etc. Any obligation or liability whatsoever of Lender which may arise at any time under this Agreement or any other Loan Document shall be satisfied, if at all, out of Lender’s interest in the Property only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of Lender’s shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.

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Section 11.33 Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times and upon reasonable advance notice;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property).

The rights described above in this Section 11.33 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

LENDER:
UBS REAL ESTATE SECURITIES INC., a Delaware corporation
By:	/s/ Jonathan Chassin
	Name:	Jonathan Chassin
	Title:	Director
By:	/s/ Henry Chung
	Name:	Henry Chung
	Title:	Director

BORROWER:
COLO PROPERTIES ATLANTA, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
	Name:	J. Todd Raymond
	Title:	President and Secretary

EX-10.24

Exhibit 10.24

FIRST AMENDMENT TO AMENDED AND

RESTATED LOAN AGREEMENT

Dated as of December 19, 2007

By and Among

COLO PROPERTIES ATLANTA, LLC,

as Borrower,

and

UBS REAL ESTATE SECURITIES INC.,

as Lender

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Amendment”) is executed as of December [19], 2007 by and among COLO PROPERTIES ATLANTA, LLC, a Delaware limited liability company, having an address at c/o The telx Group, Inc., 17 State Street, 33^rd Floor, New York, New York 10004 (“Borrower”) and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, Lender”).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Amended and Restated Loan Agreement, dated as of August 10, 2007, among Borrower and Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Loan Agreement”), Lender has made a mortgage loan to Borrower in the original principal amount of $60,000,000.00 (the “Loan”); and

WHEREAS, Borrower and Lender have agreed to amend certain terms of the Loan Agreement as more particularly set forth in this Amendment.

NOW THEREFORE, in consideration of the foregoing and of other goods and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I AMENDED LOAN PROVISIONS

1.1. Revised Definitions.

(a) From and after the date hereof, the definition of the term “Spread” is deleted in its entirety and shall be replaced with the following:

“Spread” shall mean 142.50 basis points.

ARTICLE II. MISCELLANEOUS

2.1 As specifically modified and amended herein, all terms, conditions and covenants contained in the Loan Agreement shall remain in full force and effect.

2.2 All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement as hereby modified and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

2.3 Unless otherwise defined in this Amendment, terms defined in the Loan Agreement or in any of the other Loan Documents shall have their defined meanings when used herein.

2.4 Borrower hereby certifies to Lender that all of the representations and warranties of Borrower set forth in Article III of the Loan Agreement are true and correct in all material respects as of the date hereof. All of the representations, warranties, covenants and other terms and provisions of the Note and the other Loan Documents, as modified hereby, including, without limitation, all defined terms and granting clauses, shall be applicable from and after the date hereof with the same force and effect as if the same had originally been included in the Note and the other Loan Documents. The Loan Documents, except as specifically modified by this Amendment, remain unmodified and, as so modified, are in full force and effect.

2.5 This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

2.6 This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns.

2.7 This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict laws and any applicable law of the United States of America.

2.8 This Amendment contains the entire agreement of the parties hereto in respect of the matters contemplated hereby.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
COLO PROPERTIES ATLANTA, LLC, a
Delaware limited liability company
By:	/s/ Chris Downie
	Name: Chris Downie
	Title: CFO

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

LENDER:
UBS REAL ESTATE SECURITIES INC., a
Delaware corporation
By:
	Name:
	Title:
By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED TO BY

THE TEL^X GROUP, INC. AS FOLLOWS:

In connection with the transactions contemplated by the Loan Agreement, The tel^x Group, Inc.(“Guarantor”) executed and delivered, for the benefit of Lender that certain Amended and Restated Guaranty of Recourse Obligations, dated as of August 10, 2007 (“Guaranty”).

Guarantor hereby agrees and confirms that this Amendment and the modification of the other Loan Documents pursuant to this Amendment shall not in any manner reduce and/or affect its obligations as Guarantor pursuant to the terms and provisions of the Guarantees. Guarantor hereby reaffirms and ratifies the Guaranty in its entirety and agrees that, notwithstanding the modification of the Loan Agreement pursuant to this Amendment, the Guaranty remains in full force and effect. Guarantor, to its actual knowledge, hereby represents, warrants and covenants that there are no offsets, counterclaims or defenses against any of its indebtedness or applicable obligations under the Loan Documents.

GUARANTOR:
THE TELX GROUP, INC., a Delaware corporation
By:	/s/ Chris Downie
	Name: Chris Downie
	Title: CFO

EX-10.25

Exhibit 10.25

AMENDED AND RESTATED MEZZANINE A LOAN AGREEMENT

Dated as of August 10, 2007

Between

CP ATLANTA, LLC,

as Borrower

and

UBS REAL ESTATE SECURITIES INC.,

as Lender

TABLE OF CONTENTS

Page

I.         DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1	Definitions	2
Section 1.2	Principles of Construction	22
II.        THE LOAN
Section 2.1	The Loan	23
2.1.1	Agreement to Lend and Borrow	23
2.1.2	Single Disbursement to Borrower	23
2.1.3	The Note	23
2.1.4	Use of Proceeds	23
Section 2.2	Interest Rate	23
2.2.1	Applicable Interest Rate	23
2.2.2	Interest Calculation	24
2.2.3	Determination of Interest Rate	24
2.2.4	Usury Savings	26
Section 2.3	Loan Payments	27
2.3.1	Payment Before Maturity Date	27
2.3.2	Payment on Maturity Date	27
2.3.3	Interest Rate after Default	28
2.3.4	Late Payment Charge	28
2.3.5	Method and Place of Payment	28
Section 2.4	Prepayments	28
2.4.1	Voluntary Prepayments	28
2.4.2	Liquidation Events	29
2.4.3	Mandatory Prepayments	30
2.4.4	Prepayments After Default	30
2.4.5	Optional Repayment	30
Section 2.5	Interest Rate Cap	31
III.      REPRESENTATIONS AND WARRANTIES
Section 3.1	Borrower Representations	32
3.1.1	Organization	32
3.1.2	Proceedings	32
3.1.3	No Conflicts	32
3.1.4	Litigation	33
3.1.5	Agreements	33
3.1.6	Consents	33
3.1.7	Title	33

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3.1.8	No Plan Assets	34
3.1.9	Compliance	34
3.1.10	Financial Information	34
3.1.11	Condemnation	34
3.1.12	Intentionally Omitted	35
3.1.13	Intentionally Omitted	35
3.1.14	Intentionally Omitted	35
3.1.15	Enforceability	35
3.1.16	Intentionally Omitted	35
3.1.17	Insurance	35
3.1.18	No Contractual Obligations	35
3.1.19	Subsidiaries	35
3.1.20	Mortgage Loan Representations and Warranties	35
3.1.21	Intentionally Omitted	36
3.1.22	Leases	36
3.1.23	Filing and Recording Taxes	36
3.1.24	Single Purpose	36
3.1.25	Tax Filings	43
3.1.26	Solvency	44
3.1.27	Federal Reserve Regulations	44
3.1.28	Organizational Chart	44
3.1.29	Bank Holding Company	44
3.1.30	No Other Debt	44
3.1.31	Investment Company Act	44
3.1.32	Intentionally Omitted	44
3.1.33	No Bankruptcy Filing	44
3.1.34	Full and Accurate Disclosure	45
3.1.35	Foreign Person	45
3.1.36	No Change in Facts or Circumstances; Disclosure	45
3.1.37	Management Agreement	45
3.1.38	Perfection of Accounts	45
3.1.39	Intentionally Omitted	46
3.1.40	Patriot Act	46
Section 3.2	Survival of Representations	46
IV.      BORROWER COVENANTS
Section 4.1	Borrower Affirmative Covenants	46
4.1.1	Existence; Compliance with Legal Requirements	46
4.1.2	Taxes and Other Charges	46
4.1.3	Litigation	47
4.1.4	Access to Property	47
4.1.5	Further Assurances; Supplemental Affidavits	47
4.1.6	Financial Reporting	48
4.1.7	Title	50
4.1.8	Estoppel Statement	50

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4.1.9	Leasing Matters	51
4.1.10	Alternations	54
4.1.11	Material Agreements	55
4.1.12	Performance by Borrower	55
4.1.13	Costs of Enforcement/Remedying Defaults	56
4.1.14	Business and Operations	56
4.1.15	Loan Fees	56
4.1.16	Intentionally Omitted	56
4.1.17	Intentionally Omitted	56
4.1.18	Intentionally Omitted	56
4.1.19	Notice of Certain Events	56
4.1.20	Further Assurances	57
4.1.21	Intentionally Omitted	57
4.1.22	Principal Place of Business, State of Organization	57
4.1.23	Special Distributions	57
4.1.24	Curing	58
4.1.25	Mortgage Reserve Funds	58
4.1.26	Mortgage Borrower Covenants	58
Section 4.2	Borrower Negative Covenants	58
4.2.1	Liens	58
4.2.2	Dissolution	59
4.2.3	Change in Business	59
4.2.4	Debt Cancellation	59
4.2.5	Affiliate Transactions	59
4.2.6	Zoning	59
4.2.7	Assets	59
4.2.8	No Joint Assessment	60
4.2.9	Principal Place of Business	60
4.2.10	ERISA	60
4.2.11	Material Agreements	60
4.2.12	Intentionally Omitted	60
4.2.13	Limitation on Securities Issuances	61
4.2.14	Limitations on Distributions	61
4.2.15	Other Limitations	61
4.2.16	Contractual Obligations	62
4.2.17	Refinancing	62
V.       INSURANCE, CASUALTY AND CONDEMNATION
Section 5.1	Insurance	63
5.1.1	Insurance Policies	63
Section 5.2	Casualty and Condemnation	64
5.2.1	Casualty	64
5.2.2	Condemnation	65
5.2.3	Restoration	65

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VI       RESERVE FUNDS
Section 6.1	Intentionally Omitted	65
Section 6.2	Tax Funds	65
6.2.1	Deposits of Tax Funds	65
6.2.2	Release of Tax Funds	66
6.2.3	Waiver of Tax Escrow	66
Section 6.3	Insurance Funds	66
6.3.1	Deposits of Insurance Funds	66
6.3.2	Release of Insurance Funds	66
6.3.3	Waiver of Insurance Escrow	67
Section 6.4	Intentionally Omitted	67
Section 6.5	Rollover Funds	67
6.5.1	Deposit of Rollover Funds	67
6.5.2	Release of Rollover Funds	67
6.5.3	Waiver of Rollover Escrow	67
Section 6.6	Intentionally Omitted	68
Section 6.7	Security Interest in Reserve Funds	68
6.7.1	Grant of Security Interest	68
6.7.2	Income Taxes	68
6.7.3	Prohibition Against Further Encumbrance	68
6.7.4	Transfer of Reserve Funds under Mortgage Loan	68
VII.    PROPERTY MANAGEMENT
Section 7.1	The Management Agreement	69
Section 7.2	Prohibition Against Termination or Modification	69
Section 7.3	Replacement of Manager	69
VIII.  PERMITTED TRANSFERS
Section 8.1	Transfer or Encumbrance of Property	70
Section 8.2	Permitted Transfer	71
IX.      SALE AND SECURITIZATION OF LOAN
Section 9.1	Sale of Loan and Securitization	72
Section 9.2	Securitization Indemnification	74
X.       DEFAULTS
Section 10.1	Event of Default	76
Section 10.2	Remedies	79
Section 10.3	Right to Cure Defaults	80
Section 10.4	Remedies Cumulative	80
Section 10.5	Power of Attorney	81

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XI.      MISCELLANEOUS
Section 11.1	Successors and Assigns	81
Section 11.2	Lender’s Discretion	81
Section 11.3	Governing Law	81
Section 11.4	Modification, Waiver in Writing	83
Section 11.5	Delay Not a Waiver	83
Section 11.6	Notices	83
Section 11.7	Trial by Jury	84
Section 11.8	Headings	84
Section 11.9	Severability	84
Section 11.10	Preferences	84
Section 11.11	Waiver of Notice	85
Section 11.12	Remedies of Borrower	85
Section 11.13	Expenses; Indemnity	85
Section 11.14	Schedules Incorporated	86
Section 11.15	Offsets, Counterclaims and Defenses	86
Section 11.16	No Joint Venture or Partnership; No Third Party Beneficiaries	86
Section 11.17	Publicity	87
Section 11.18	Waiver of Marshalling of Assets	87
Section 11.19	Waiver of Offsets/Defenses/Counterclaims	87
Section 11.20	Conflict; Construction of Documents; Reliance	87
Section 11.21	Brokers and Financial Advisors	88
Section 11.22	Exculpation	88
Section 11.23	Prior Agreements	90
Section 11.24	Servicer	90
Section 11.25	Joint and Several Liability	91
Section 11.26	Counterparts	91
Section 11.27	Assignments and Participations	91
Section 11.28	Set-Off	91
Section 11.29	Reallocation of Loan Amounts	92
Section 11.30	Mezzanine Loan Option	92
Section 11.31	Approvals; Third Parties; Conditions	93
Section 11.32	Limitation on Liability of Lender’s Officers, Employees, etc.	94
Section 11.33	Certain Additional Rights of Lender (VCOC)	94

SCHEDULES

Schedule I	-	Rent Roll
Schedule II	-	Intentionally Omitted
Schedule III	-	Organizational Chart
Schedule IV	-	Additional Disclosure
Schedule V(a)	-	Form of Interest Rate Cap Confirmation – UBS
Schedule V(b)	-	Form of Interest Rate Cap Confirmation – Third Party
Schedule VI	-	Subsidiaries
Schedule VII	-	Other Obligations
Schedule VIII	-	Significant Party Subsidiaries

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AMENDED AND RESTATED MEZZANINE A LOAN AGREEMENT

THIS AMENDED AND RESTATED MEZZANINE A LOAN AGREEMENT, dated as of August 10, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, Lender”) and CP ATLANTA, LLC, a Delaware limited liability company having an address at c/o The tel^x Group, Inc., 17 State Street, 33^rd Floor, New York, New York 10004 (together with its permitted successors and permitted assigns, “Borrower”).

All capitalized terms used herein shall have the respective meanings set forth in Article I hereof.

W I T N E S S E T H :

WHEREAS, UBS Real Estate Securities, Inc., a Delaware corporation, as mortgage lender (“Mortgage Lender”), has made a loan in the original principal amount of up to Sixty Million and No/100 Dollars ($60,000,000.00) (the “Mortgage Loan”) to Colo Properties Atlanta, LLC, a Delaware limited liability company (“Mortgage Borrower”) pursuant to that certain Loan Agreement dated March 8, 2007 (the “Original Mortgage Loan Agreement”) between Mortgage Borrower and Mortgage Lender, which Mortgage Loan is evidenced by a Promissory Note dated as of March 8, 2007 (the “Original Mortgage Note”) made by Mortgage Borrower to Mortgage Lender and secured by, among other things, that certain Deed to Secure Debt, Security Agreement and Financing Agreement dated as of March 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Mortgage”) by Mortgage Borrower in favor of Mortgage Lender pursuant to which Mortgage Borrower has granted the Mortgage Lender a first priority mortgage on, among other things, the real property and other collateral as more fully described in the Mortgage (collectively, the “Property”);

WHEREAS, in accordance with Section 11.30 of the Original Mortgage Loan Agreement, Mortgage Lender and Mortgage Borrower have agreed to create an additional mezzanine loan;

WHEREAS, pursuant to that certain Amended and Restated Loan Agreement of even date herewith (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Mortgage Loan Agreement”) between Mortgage Borrower and Mortgage Lender, Mortgage Borrower and Mortgage Lender have agreed to amend and restate the Original Mortgage Loan Agreement in its entirety in accordance with the terms thereof, to evidence, among other things, (i) the creation of Mezzanine B Loan (as defined herein after), and (ii) certain other amendments to the Original Mortgage Loan;

WHEREAS, Lender has made a loan (the “Original Loan”) in the original principal amount of the original principal amount of Twenty Million and No/100 Dollars ($20,000,000.00) (the “Original Loan Amount”) to Borrower pursuant to that certain Mezzanine Loan Agreement dated as of March 8, 2007 (the “Original Loan Agreement”),

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which Original Loan is evidenced by that certain Mezzanine Promissory Note dated as of March 8, 2007 (the “Original Note”) made by Borrower to Lender, and secured by that certain Pledge and Security Agreement dated as of March 8, 2007, in favor of Lender (the “Original Pledge Agreement”), pursuant to which Borrower has granted to Lender a first priority security interest in the Collateral (as hereinafter defined) as collateral security for the Debt (as hereinafter defined);

WHEREAS, in accordance with Section 11.30 of the Original Loan Agreement, Lender and Borrower have agreed to restructure and resize the Original Loan and create an additional mezzanine loan;

WHEREAS, in accordance with the aforementioned, Lender and Borrower have agreed to (i) amend and restate the Original Loan Agreement in its entirety in accordance with the terms hereof, to evidence, among other things, the decrease in the Original Loan Amount by Ten Million and No/100 Dollars ($10,000,000.00) to Ten Million and No/100 Dollars ($10,000,000.00) (the “Loan”), (ii) amend and restate the Original Note to evidence the Loan in accordance with the terms of that certain Amended and Restated Mezzanine A Promissory Note of even date herewith (as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time, the “Note”) made by Borrower to Lender, (iii) amend and restate the Original Pledge Agreement in accordance with the terms of that certain Amended and Restated Pledge and Security Agreement (Mezzanine A Loan), dated as of the date hereof, made by Borrower in favor of Lender (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), and (iv) certain other amendments to the Original Loan;

WHEREAS, Borrower is the legal and beneficial owner of one hundred percent (100%) of the limited liability company interests in Mortgage Borrower, consisting of a one hundred percent (100%) ownership interest therein (the “Pledged Company Interests”);

WHEREAS, in furtherance of the foregoing, Borrower and Lender desire to amend, modify and restate in its entirety the Original Loan Agreement, as hereinafter set forth.

NOW THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided:

“Additional Disclosures” shall have the meaning set forth in Section 3.1.22.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common ownership or control with such Person or is a director or officer of such Person or of an Affiliate of such Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

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“Affiliated Manager” shall mean any Manager in which Mortgage Borrower, Borrower, Mezzanine B Borrower or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“Agent” shall mean Wells Fargo Bank, N.A. and any successor Eligible Institution thereto.

“Aggregate Debt” shall mean, as of any date of calculation, the sum of (a) the Debt under the Loan, (b) the “Debt” under the Mortgage Loan as defined in the Mortgage Loan Agreement, (c) the “Debt” under the Mezzanine B Loan as defined in the Mezzanine B Loan Agreement, and (d) the Indebtedness under any New Mezzanine Loan(s) entered into in accordance with this Agreement.

“Aggregate Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the Mortgage Debt Service, (c) the Mezzanine B Debt Service and (d) the scheduled principal and/or interest payments due under any New Mezzanine Loan(s) entered into in accordance with this Agreement.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration Threshold” shall mean Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00).

“Annual Budget” shall mean the operating and capital budget for the Property setting forth Mortgage Borrower’s good faith estimate of Gross Income From Operations, Operating Expenses, and Capital Expenditures for the applicable Fiscal Year.

“Applicable Interest Rate” shall mean 9.8192% per annum for the initial Interest Period and thereafter either (i) LIBOR Interest Rate plus the Spread with respect to any period when the Loan is a LIBOR Loan or (ii) the Substitute Rate plus the Substitute Spread with respect to any period when the Loan is a Substitute Rate Loan.

“Appraisal” shall mean an appraisal of the Property in its then “as is” condition, prepared not more than ninety (90) days prior to the Closing Date (or other relevant date with respect to an updated Appraisal or an Appraisal with respect to the Property) by a member of the American Institute of Real Estate Appraisers selected by Lender, which appraisal (i) shall meet the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA), and (ii) otherwise shall be in both form and substance satisfactory to Lender in its sole, but reasonable discretion.

“Approved Annual Budget” shall have the meaning set forth in Section 4.1.6.

“Assignment of Leases” shall mean that certain first priority Assignment of Leases and Rents, dated as of March 8, 2007, from Mortgage Borrower, as assignor, to Mortgage Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Assignment of Protection Agreement” shall mean that certain Assignment of Interest Rate Protection Agreement, dated as of March 8, 2007, between Borrower and Lender and acknowledged by IXIS Financial Products Inc. and any other Assignment of Interest Rate Protection Agreement hereafter delivered, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property.

“Bankruptcy Action” shall mean with respect to any Person (i) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (ii) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (iii) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (iv) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property or (v) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“Basic Carrying Costs” shall mean the sum of the following costs associated with the Property for the relevant Fiscal Year or payment period: (i) Taxes, (ii) Insurance Premiums and (iii) Other Charges.

“Borrower” shall mean CP Atlanta, LLC, a Delaware limited liability company, together with its permitted successors and permitted assigns.

“Borrower Operating Agreement” shall mean that certain Amended and Fully Restated Limited Liability Company Agreement of Borrower among CPA Holdings, LLC, a Delaware limited liability company, as the sole member, Michelle A. Dreyer and Cheryl A. Tussie, as the springing members, dated as of March 6, 2007.

“Breakage Costs” shall have the meaning set forth in Section 2.2.3(g).

“Broker” shall have the meaning set forth in Section 11.21.

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“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in (i) the State of New York, (ii) the state where the corporate trust office of the Trustee is located, or (iii) the state where the servicing offices of the Servicer are located.

“Capital Expenditures” shall mean, for any period, amounts expended for replacements and alterations to the Property and required to be capitalized according to GAAP.

“Capped LIBOR Rate” shall mean 6.50%.

“Cash Management Agreement” shall mean that certain Cash Management Agreement dated as of March 8, 2007 among Mortgage Lender, Mortgage Borrower, Manager and Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Casualty” shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof.

“Clearing Account Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Closing Date” shall mean the date of funding the Original Loan.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“Contractual Obligations” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound, or any provision of the foregoing.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Counterparty” shall mean (a) the counterparty under the Interest Rate Protection Agreement and (b) a Person that guarantees such counterparty’s obligations under the Interest Rate Protection Agreement or otherwise provides to such counterparty credit support acceptable to Lender or, after a Securitization, the Rating Agencies, provided, however, that such

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guarantor shall be deemed the “Counterparty” for so long as the long-term credit rating issued by the Rating Agencies to such guarantor is better than the long-term credit rating of the actual counterparty under the Interest Rate Protection Agreement.

“Debt” shall mean the outstanding principal amount of the Loan together with all interest accrued and unpaid thereon and all other sums (including, without limitation, late payment fees, protective advances, the Spread Maintenance Premium and any Breakage Costs) due to Lender in respect of the Loan under the Note, this Agreement, the Pledge Agreement, the Environmental Indemnity or any other Loan Document.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and interest payments under the Note.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(i) the numerator is the Net Cash Flow for such period as set forth in the financial statements required in accordance with this Agreement; and

(ii) the denominator is the Aggregate Debt Service.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) five percent (5%) above the Applicable Interest Rate.

“Deposit Account” shall have the meaning set forth in the Mortgage Cash Management Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the month in which such Interest Period commences; provided, however, that Lender shall have the right to change the Determination Date to any other day upon notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement to evidence such change.

“Disclosure Document” shall have the meaning set forth in Section 9.2(a).

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (i) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital

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and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P and having at least the equivalent rating from one of the two other Rating Agencies in the case of accounts in which funds are held for thirty (30) days or less or, in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “AA” by Fitch and S&P and “Aa2” by Moody’s.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement (Mezzanine Loan) dated as of March 8, 2007 executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Equipment” shall have the meaning set forth in the granting clause of the Mortgage.

“ERISA” shall have the meaning set forth in Section 4.2.10.

“Estoppels” shall have the meaning set forth in Section 3.1.22.

“Event of Default” shall have the meaning set forth in Section 10.1.

“Exchange Act” shall have the meaning set forth in Section 9.2(a).

“Exchange Act Filing” shall have the meaning set forth in Section 9.1 (c).

“Executive Order” shall have the meaning set forth in the definition of “Prohibited Person”.

“Extended Maturity Date” shall have the meaning set forth in Section 2.3.2 hereof.

“Extension Option” shall have the meaning set forth in Section 2.3.2 hereof.

“Extension Fee” shall mean an amount equal to 0.125% of the outstanding principal amount of the Loan on the first day of the Extension Term.

“Extension Term” shall have the meaning set forth in Section 2.3.2 hereof.

“Extraordinary Expense” shall have the meaning set forth in Section 4.1.6(i).

“Fiscal Year” shall mean each twelve month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

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“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(d).

“GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession.

“Governmental Authority” shall mean any court, board, agency, commission, office or authority of any nature whatsoever or any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“Gross Income from Operations” shall mean, for any period, all income, computed in accordance with GAAP, derived by Mortgage Borrower and/or Borrower from the ownership and operation of the Property from whatever source, including, but not limited to, the Rents and other license, lease, and concession fees, fees from the provision of services (including wiring, cross-connection, media conversion, easyMUX, rack-and-stack and build-out services), non-recurring fees under licenses entered into at the Property (including up-front cross-connection fees and other non-recurring cage, cabinet, DC plant, wiring services and clocking fees, provided, however, that the amount of such fees included in Gross Income from Operations, when added to similar fees paid to Mortgage Borrower, shall be limited to $500,000 per annum or pro rata portion thereof if applicable), reimbursements from tenants and customers, utility charges, escalations, forfeited security deposits, service fees or charges, parking fees, and proceeds, if any, from business interruption or other loss of income insurance, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower or Mortgage Borrower to any Governmental Authority, non-recurring revenues as determined by Lender, payments received by Borrower and Mortgage Borrower under their respective Interest Rate Protection Agreements, proceeds from the sale or refinancing of the Property, security deposits (except to the extent determined to be a forfeited security deposit properly utilized to offset a loss of Rent that would have become due under the Lease to which such security deposit relates during the applicable period), refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Net Proceeds (other than business interruption or other loss of income insurance), Awards, utility and other similar deposits, any disbursements to Mortgage Borrower from the Mortgage Reserve Funds or any other fund established by the Mortgage Loan Documents.

“Guarantor” shall mean The tel^x Group, Inc., a Delaware corporation.

“Guaranty” shall mean that certain Amended and Restated Guaranty of Recourse Obligations (Mezzanine A Loan) of even date herewith from Guarantor for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Headquarters” shall mean The tel^x Group, Inc., 17 State Street, 33^rd Floor, New York, New York 10004.

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“Improvements” shall have the meaning set forth in the granting clause of the Mortgage.

“Indebtedness” shall mean, for any Person, without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a guaranteed preferred or special dividend, including any mandatory redemption of shares or interests, (iv) all indebtedness guaranteed by such Person, directly or indirectly, (v) all obligations under leases that constitute capital leases for which such Person is liable, and (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss.

“Indemnified Liabilities” shall have the meaning set forth in Section 11.13(b).

“Independent Director” shall have the meaning set forth in Section 3.1.24(q).

“Initial Maturity Date” shall mean the Monthly Payment Date occurring in March 2009.

“Insolvency Opinion” shall mean that certain bankruptcy nonconsolidation opinion letter dated the date hereof rendered by Edwards Angell Palmer & Dodge LLP in connection with the Loan.

“Insurance Funds” shall have the meaning set forth in Section 6.3.1.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Interest Period” shall mean, with respect to any Monthly Payment Date, the period commencing on the fifteenth (15^th) day of the preceding calendar month and terminating on the fourteenth (14^th) day of the calendar month in which such Monthly Payment Date occurs; provided, however, that the initial Interest Period shall begin on the Closing Date and shall end on the immediately following fourteenth (14^th) day of the calendar month.

“Interest Rate Protection Agreement” shall mean one or more interest rate caps (together with the schedules relating thereto) in form and substance satisfactory to Lender, with a confirmation from UBS in the form attached hereto as Schedule V(a) and/or a confirmation from any other Counterparty in the form attached hereto as Schedule V(b), as applicable, between Borrower and, subject to Section 4.1.11, a Counterparty reasonably acceptable to Lender with a Minimum Counterparty Rating, and all amendments, restatements, replacements, supplements and modifications thereto.

“Lease” shall have the meaning set forth in Article 1 of the Mortgage.

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“Lease Request Package” shall have the meaning set forth in Section 4.1.9(e).

“Lease Term Sheet” shall have the meaning set forth in Section 4.1.9(f).

“Legal Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower, Mortgage Borrower, the Collateral or the Property or any part thereof or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the Americans with Disabilities Act of 1990, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting Mortgage Borrower, the Collateral or the Property or any part thereof, including, without limitation, any which may (i) require repairs, modifications or alterations in or to the Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“Lender” shall mean UBS REAL ESTATE SECURITIES, INC., a Delaware corporation, together with its successors and assigns.

“Lender Group” shall have the meaning set forth in Section 9.2(b).

“Lender Indemnitees” shall have the meaning set forth in Section 11.13(b).

“Lender’s Notice” shall have the meaning set forth in Section 2.2.3(b).

“Leverage Ratio” shall mean with respect to Guarantor, the ratio of Total Debt to Total Assets.

“Liabilities” shall have the meaning set forth in Section 9.2(b).

“LIBOR” shall mean, with respect to each Interest Period, the rate (calculated by Lender, expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/1000 of 1%) for deposits in United States dollars for a one-month period, which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the applicable Determination Date. If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the applicable Determination Date, LIBOR for the next Interest Period and such Determination Date, Lender shall request the principal London office of any four (4) major reference banks in the London interbank market selected by Lender to provide such reference bank’s offered quotation to prime banks in the London interbank market for deposits in United States dollars for a one (1) month period as of 11:00 a.m., London time, on such Determination Date in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00) that is representative for a single transaction in the relevant market at such time. If at least two (2) such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two (2) such quotations are so provided, Lender shall request any three (3) major banks in New York City selected by Lender to provide such bank’s rate for loans in United States dollars to leading European banks for a one (1) month period as of approximately 11:00 a.m., New York City time, on the applicable Determination Date for amounts in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00)

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that is representative for a single transaction in the relevant market at such time. If at least two (2) such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Interest Rate” shall mean with respect to each Interest Period the quotient of (i) LIBOR applicable to the Interest Period divided by (ii) a percentage equal to one hundred percent (100%) minus the Reserve Requirement applicable to the Interest Period.

“LIBOR Loan” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at LIBOR Interest Rate plus the Spread in accordance with the provisions of Article II hereof.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting the Property, the Collateral or any portion thereof or Borrower, Mortgage Borrower or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Liquidation Event” shall have the meaning set forth in Section 2.4.2 hereof.

“Loan” shall mean the loan in the original principal amount of Ten Million and No/100 Dollars ($10,000,000) made by Lender to Borrower pursuant to this Agreement evidenced by the Note and secured by the Pledge Agreement, together with all sums due or to become due thereunder.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Pledge Agreement, the Mezzanine Cash Management Agreement, the Environmental Indemnity, the Guaranty, the Assignment of Protection Agreement, the Subordination of Management Agreement and all other documents now or hereafter executed and/or delivered in connection with the Loan.

“Loan to Value Ratio” shall mean the ratio, as of a particular date, in which the numerator is equal to the outstanding principal balance of the Aggregate Debt and the denominator is equal to the appraised value of the Property based on an Appraisal, as determined by Lender in its sole and absolute discretion.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England or New York, New York are not open for business.

“Major Lease” shall mean any Lease (i) covering more than 5,000 square feet at the Property, (ii) made with a Tenant that is a Tenant under another Lease at the Property or that is an Affiliate of any other Tenant under a Lease at the Property, if the Leases together cover more than 7,500 square feet, (iii) made with a Tenant that is paying base rent in an amount equal to or exceeding three percent (3)% of the Gross Income from Operations, or (iv) any other Tenant under a Lease at the Property identified by Lender as an “major tenant” of the Property.

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“Management Agreement” shall mean that certain management agreement entered into by and between Mortgage Borrower and the Manager, pursuant to which the Manager is to provide management and other services with respect to the Property.

“Manager” shall mean CPA Holdings, LLC, a Delaware limited liability company, or if the context requires, a Qualifying Manager who is managing the Property in accordance with the terms or provisions of this Agreement, or any other manager approved in accordance with the terms and conditions of the Loan Documents.

“Material Adverse Effect” shall mean any material adverse effect upon (i) the business operations, economic performance, assets, financial condition, equity, contingent liabilities, prospects, Major Leases or results of operations of Mortgage Borrower, Borrower, Guarantor, the Property or the Collateral, (ii) the ability of Mortgage Borrower, Borrower, or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents and the Mortgage Loan Documents, as applicable, (iii) the enforceability or validity of any Loan Document or Mortgage Loan Document, the perfection or priority of any Lien created under any Loan Document or Mortgage Loan Document or the remedies of Lender or Mortgage Lender under any Loan Document or Mortgage Loan Document, or (iv) the value of or cash flow from the Property and/or the Collateral or the operations thereof. Notwithstanding anything in this Agreement to the contrary, an act, event or occurrence with respect to Guarantor shall not have a Material Adverse Effect, provided that (i) the Net Worth of Guarantor equals or exceeds Twenty-Five Million and No/100 Dollars ($25,000,000.00), (ii) such act, event or occurrence shall not have any Material Adverse Effect, and (iii) such act, event or occurrence shall not have any material adverse effect upon the ability of Guarantor to perform, in all material respects, its obligations under each of the Loan Documents to which it is a party.

“Material Agreements” shall mean each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Property, other than the Management Agreement and the Leases or other contract and/or agreement that is material to the use and operation of the Property or to Mortgage Borrower.

“Maturity Date” shall mean the Initial Maturity Date or, following an exercise by Borrower of one (1) or more of the Extension Options, the applicable Extended Maturity Date, or, such other date on which the outstanding principal balance of the Loan becomes due and payable as herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Maximum Leverage Ratio” shall mean, with respect to Guarantor, a Leverage Ratio of fifty percent (50%).

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“Mezzanine B Borrower” shall mean CP Atlanta II, LLC, a Delaware limited liability company, together with its permitted successors and permitted assigns.

“Mezzanine B Borrower Company Agreement” shall mean the Limited Liability Company Agreement of Mezzanine B Borrower among CPA Holdings, LLC, a Delaware limited liability company, as the sole member, Michelle A. Dreyer and Cheryl A. Tussie, as the springing members, dated as of [                ], 2007.

“Mezzanine B Cash Management Agreement” shall mean the “Mezzanine B Cash Management Agreement” as defined in the Mezzanine B Loan Agreement.

“Mezzanine B Collateral” shall mean the “Collateral” as defined in the Mezzanine B Loan Agreement.

“Mezzanine B Debt Service” shall mean the “Debt Service” as defined in the Mezzanine B Loan Agreement.

“Mezzanine B Interest Rate Protection Agreement” shall mean the “Interest Rate Protection Agreement” as defined in the Mezzanine B Loan Agreement.

“Mezzanine B Lender” shall mean UBS REAL ESTATE SECURITIES, INC., a Delaware corporation, together with its successors and assigns.

“Mezzanine B Loan Agreement” shall mean that certain Mezzanine B Loan Agreement dated as of the date hereof between Mezzanine B Borrower and Mezzanine B Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mezzanine B Loan Default” shall mean a “Default” under and as defined in the Mezzanine B Loan Agreement.

“Mezzanine B Loan Documents” shall mean the “Loan Documents” as defined in the Mezzanine B Loan Agreement.

“Mezzanine B Loan Event of Default” shall mean a “Event of Default” under and as defined in the Mezzanine B Loan Agreement.

“Mezzanine Cash Management Agreement” shall mean that certain Mezzanine Cash Management Agreement, dated as of March 8, 2007, among Lender, Borrower and Agent, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mezzanine Loans” shall have the meaning set forth in Section 11.30.

“Minimum Counterparty Rating” shall mean a credit rating from S&P and Fitch of at least “AA” and from Moody’s of at least “Aa2”; provided, however, that if Lender is the Counterparty, the Minimum Counterparty Rating shall mean a credit rating from S&P and Fitch of at least “AA-” and from Moody’s of at least “Aa3”. If S&P, Moody’s or Fitch

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withdraws or downgrades the credit rating of the Counterparty below the ratings required by this definition, Borrower shall replace the Interest Rate Protection Agreement not later than fifteen (15) Business Days following written notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating.

“Minimum Disbursement Amount” shall mean Twenty-Five Thousand and No/100 Dollars ($25,000.00).

“Monthly Debt Service Payment Amount” shall mean an amount equal to the sum of interest only which is due on the Loan for the Interest Period in which the Monthly Payment Date occurs.

“Monthly Payment Date” shall mean April 9, 2007 and the ninth (9^th) day of every calendar month occurring thereafter during the term of the Loan, provided, however, that Lender shall have the right to change the Monthly Payment Date to any other day (or such other day of a calendar month selected by Lender, in its sole and absolute discretion, to collect debt service payments under loans which it makes and securitizes) upon notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement and the other Loan Documents to evidence such change.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Borrower” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Borrower Company Agreement” shall mean that certain Amended and Fully Restated Limited Liability Company Agreement of Mortgage Borrower among Borrower, as the sole member, Michelle A. Dreyer and Cheryl A. Tussie, as the springing members, dated as of March 6, 2007.

“Mortgage Debt Service” shall mean the “Debt Service” as defined in the Mortgage Loan Agreement.

“Mortgage Lender” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Loan” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Loan Agreement” shall have the meaning set forth in the recitals to this Agreement.

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“Mortgage Loan Default” shall mean a “Default” under and as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean, collectively, to the Mortgage Note, the Mortgage Loan Agreement, the Mortgage, the Cash Management Agreement, and any and all other documents defined as “Loan Documents” in the Mortgage Loan Agreement, as amended, restated, replaced, supplemented or otherwise modified from time to time.

“Mortgage Loan Event of Default” shall mean an “Event of Default” under and as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Net Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Proceeds” shall mean: (i) the net amount of all insurance proceeds payable as a result of a Casualty to the Property, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such insurance proceeds, or (ii) the net amount of the Award, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such Award.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (i) Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (ii) the costs reasonably incurred by Mortgage Borrower in connection with a restoration of the Property or any portion thereof made in accordance with the Mortgage Loan Documents, (iii) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents to Mortgage Lender, (iv) in the case of a foreclosure sale, disposition or Transfer of the Property or any portion thereof in connection with realization thereon following an Event of Default under the Mortgage Loan, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (v) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents and (vi) in the case of a refinancing of the Mortgage Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender.

“Net Worth” shall have the meaning set forth in the Guaranty.

“New Mezzanine Borrower” shall have the meaning set forth in Section 11.30.

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“New Mezzanine Loan” shall have the meaning set forth in Section 11.30.

“New Mortgage Loan” shall have the meaning set forth in Section 4.2.17(b).

“Note” shall have the meaning set forth in Section 2.1.3.

“Notice” shall have the meaning set forth in Section 11.6.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized officer of Borrower.

“Operating Expenses” shall have the meaning set forth in the Mortgage Loan Agreement.

“Optional Repayment” shall mean a partial repayment of the Loan in a principal amount equal to $2,000,000.00 upon the occurrence of the Optional Repayment Trigger Event.

“Optional Repayment Trigger Event” shall mean the date when (i) Guarantor’s leverage ratio exceeds the Maximum Leverage Ratio, or (ii) the Revenue declines more than fifteen percent (15%) from the previous quarter.

“Original Loan” shall have the meaning set forth in the Recitals.

“Original Loan Agreement” shall have the meaning set forth in the Recitals.

“Original Loan Amount” shall have the meaning set forth in the Recitals.

“Original Mortgage Loan Agreement” shall have the meaning set forth in the Recitals.

“Original Mortgage Note” shall have the meaning set forth in the Recitals.

“Original Note” shall have the meaning set forth in the Recitals.

“Original Pledge Agreement” shall have the meaning set forth in the Recitals.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“Patriot Act” shall mean collectively all laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56).

“Permitted Encumbrances” shall mean, collectively, (i) the Liens and security interests created by the Mortgage Loan Documents and the Loan Documents, (ii) all Liens, encumbrances and other matters expressly set forth on Schedule A or Schedule B of the Title

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Insurance Policy (as defined in the Mortgage Loan Agreement), (iii) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, and (iv) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“Permitted Investments” shall have the meaning set forth in the Mezzanine Cash Management Agreement.

“Permitted Prepayment Date” shall mean September 9, 2007.

“Permitted Transferee” shall mean a corporation, partnership or limited liability company (i) acceptable to Lender in its sole, but reasonable, discretion, (ii) that qualifies as a single purpose, bankruptcy remote entity under criteria established by the Rating Agencies and (iii) whose counsel has delivered to Lender a non-consolidation opinion acceptable to Lender and the Rating Agencies in their sole discretion.

“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Pledge Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Pledged Company Interests” shall have the meaning set forth in the recitals to this Agreement.

“Policy” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall mean the date on which the Loan is prepaid in accordance with the terms hereof.

“Prepayment Fee” shall mean an amount equal to (i) 1.50% of the principal balance of the Loan being prepaid if the prepayment occurs at any time on or prior to March 9, 2008, (ii) 1.0% of the principal balance of the Loan being prepaid if the prepayment occurs at any time after March 9, 2008 but on or prior to September 9, 2008, and (iii) 0.50% of the principal balance of the Loan being prepaid if the prepayment occurs on any date after September 9, 2008 but prior to March 9, 2009.

“Principal” shall mean Mezzanine B Borrower.

“Prohibited Person” shall mean any Person:

(i) listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”);

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(ii) that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of the Executive Order;

(iii) with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering Law, including the Executive Order;

(iv) who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(v) that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or at any replacement website or other replacement official publication of such list; or

(vi) who is an Affiliate of a Person listed above.

“Professional Independent Director” shall have the meaning as set forth in Section 3.1.24(b)(xvi).

“Property” shall have the meaning set forth in the recitals to this Agreement.

“Qualifying Manager” means (i) Manager, Mortgage Borrower, Guarantor or any Affiliate of Mortgage Borrower or Borrower (ii) any other reputable and experienced professional management organization not subject to insolvency proceedings and with substantial experience managing telecommunications, interconnection facilities, which professional management organization shall be acceptable to Lender in its reasonable discretion, provided that with respect to clause (ii), (a) prior to a Securitization, if such entity is an Affiliate of Mortgage Borrower or Borrower, a non-consolidation opinion acceptable to Lender and (b) after a Securitization, Borrower shall have obtained (A) a Rating Agency Confirmation that management of the Property by such entity will not, in and of itself, cause a downgrade, withdrawal or qualification of the then current ratings of the securities issued pursuant to the Securitization, and (B) if such entity is an Affiliate of Mortgage Borrower or Borrower, a non-consolidation opinion acceptable to the Rating Agencies. Prior to any Qualifying Manager that is an Affiliate Manager assuming management of the Property, the Lender shall receive an updated Insolvency Opinion with respect to such Affiliate Manager in form, scope and substance reasonably acceptable in all respects to Lender and Rating Agencies.

“Rating Agencies” shall mean, prior to the final Securitization of the Loan, each of S&P, Moody’s and Fitch, or any other nationally-recognized statistical rating agency which has been designated by Lender and, after the final Securitization of the Loan, shall mean any of the foregoing that have rated any of the Securities or any class thereof.

“Rating Agency Confirmation” shall mean a written affirmation from each of the Rating Agencies that the credit rating of the Securities or any class thereof by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.

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“Registration Statement” shall have the meaning set forth in Section 9.2(b).

“Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System from time to time in effect, including any successor or other Regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

“Related Loan” shall mean a loan made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan.

“Related Party” shall have the meaning set forth in Section 3.1.24(w)(iii).

“Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to the Property.

“Renewal Lease” shall have the meaning set forth in Section 4.1.9(a).

“Rent Roll” shall have the meaning set forth in the Mortgage Loan Agreement.

“Rents” shall have the meaning set forth in Article 1 of the Mortgage.

“Required Net Worth” shall have the meaning as set forth in the Guaranty.

“Reserve Funds” shall mean, collectively, the Insurance Funds, the Tax Funds, the Rollover Funds, the Debt Service Funds and any other escrow fund established pursuant to the Loan Documents.

“Reserve Requirements” means with respect to any Interest Period, the maximum rate of all reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other schedule changes in reserve requirements during the Interest Period) which are imposed under Regulation D on eurocurrency liabilities (or against any other category of liabilities which includes deposits by reference to which LIBOR is determined or against any category, of extensions of credit or other assets which includes loans by a non-United States office of a depository institution to United States residents or loans which charge interest at a rate determined by reference to such deposits) during the Interest Period and which are applicable to member banks of the Federal Reserve System with deposits exceeding one billion dollars, but without benefit or credit of proration, exemptions or offsets that might otherwise be available from time to time under Regulation D. The determination of the Reserve Requirements shall be based on the assumption that Lender funded 100% of the Loan in the interbank eurodollar market. In the event of any change in the rate of such Reserve Requirements under Regulation D

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during the Interest Period, or any variation in such requirements based upon amounts or kinds of assets or liabilities, or other factors, including, without limitation, the imposition of Reserve Requirements, or differing Reserve Requirements, on one or more but not all of the holders of the Loan or any participation therein, Lender may use any reasonable averaging and/or attribution methods which it deems appropriate and practical for determining the rate of such Reserve Requirements which shall be used in the computation of the Reserve Requirements. Lender’s computation of same shall be final absent manifest error.

“Resizing Event” shall have the meaning set forth in Section 11.29.

“Restoration” shall have the meaning set forth in the Mortgage Loan Agreement.

“Restoration Threshold” shall have the meaning set forth in the Mortgage Loan

Agreement.

“Restricted Party” shall mean collectively, (a) Borrower, Mortgage Borrower, Principal, Guarantor, and any Affiliated Manager and (b) any shareholder, partner, member, non-member manager, any direct or indirect legal or beneficial owner of, Mortgage Borrower, Borrower, Principal, Guarantor or any Affiliated Manager or any non-member manager.

“Revenue” shall mean, for any period, revenues from the ownership and operation of the Property from whatsoever source during such period, including, but not limited to (i) Rents, (ii) other license, lease, and concession fees, fees from the provision of services (including wiring, cross-connection, media conversion, easyMUX, rack-and-stack and build-out services), non-recurring, fees under licenses entered into at the Property (including up-front cross-connection fees and other non-recurring cage, cabinet, DC plant, wiring services and clocking fees, provided, however, that the amount of such fees included in Revenue, when added to similar fees paid to Mortgage Borrower, shall be limited to $500,000 per annum or (pro rata portion thereof if applicable)), reimbursements from tenants and customers, utility charges, escalations, forfeited security deposits, service fees or charges, parking fees, and proceeds, if any, from business interruption or other loss of income insurance, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Mortgage Borrower to any Governmental Authority and non-recurring revenues as determined by Lender, (iii) payments received by Mortgage Borrower under the Interest Rate Protection Agreement (as defined in the Mortgage Loan Agreement), proceeds from the sale or refinancing of the Property, security deposits (except to the extent determined to be a forfeited security deposit properly utilized to offset a loss of Rent that would have become due under the Lease to which such security deposit relates during the applicable period), refunds and uncollectible accounts, sales of furniture, fixtures and equipment, and (iv) Net Proceeds (other than business interruption or other loss of income insurance), Awards, utility and other similar deposits, and any disbursements to Mortgage Borrower from the Mortgage Reserve Funds.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

“Secondary Market Transactions” shall have the meaning set forth in Section 9.1(a).

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“Securities” shall have the meaning set forth in Section 9.1(a).

“Securities Act” shall have the meaning set forth in Section 9.2(a).

“Securitization” shall have the meaning set forth in Section 9.1(a).

“Security Deposits” shall mean any and all monies representing security deposits under the Lease.

“Servicer” shall have the meaning set forth in Section 11.24(a).

“Servicing Agreement” shall have the meaning set forth in Section 11.24(a).

“Severed Loan Documents” shall have the meaning set forth in Section 10.2(c).

“Significant Obligor” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“Significant Party” shall mean each of Borrower, Mortgage Borrower and Principal.

“SPC Party” shall have the meaning set forth in Section 3.1.24(a)(xv).

“Spread” shall mean 300 basis points.

“Spread Maintenance Premium” shall mean, in connection with a prepayment of all or any portion of the outstanding principal balance of the Loan pursuant to Sections 2.3.3, 2.4.2, 2.4.3, 2.4.4 or 2.4.5 hereof, an amount equal to the present value, discounted at LIBOR on the most recent Determination Date, of all future installments of interest which would have been due hereunder through the last day of the Interest Period during which the Permitted Prepayment Date occurs on the portion of the outstanding principal balance of the Loan being prepaid as if interest accrued on such portion of the principal balance being prepaid at an interest rate per annum equal to the LIBOR Interest Rate then in effect plus the Spread. The Spread Maintenance Premium shall be calculated by Lender and shall be final absent manifest error.

“State” shall mean the state or commonwealth in which the Property or any part thereof is located.

“Subordination of Management Agreement” shall mean that certain Subordination of Management Fees, dated as of March 8, 2007, among Borrower, Mortgage Borrower, Manager and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Subsidiary” shall mean any corporation, partnership, limited liability company or other entity in which a Person holds an equity interest which is more than 10% of the equity classes issued by such entity.

“Substitute Rate” shall have the meaning set forth in Section 2.2.3(b).

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“Substitute Rate Loan” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at the Substitute Rate plus the Substitute Spread in accordance with the provisions of Article II hereof.

“Substitute Spread” shall have the meaning set forth in Section 2.2.3(b).

“Supplemental Closing Date” shall mean the date of this Agreement.

“Survey” shall have the meaning set forth in the Mortgage Loan Agreement

“Tax Funds” shall have the meaning set forth in Section 6.2.1.

“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part thereof, together with all interest and penalties thereon.

“Tenant” shall have the meaning set forth in the Mortgage Loan Agreement.

“Title Insurance Policy” shall have the meaning set forth in the Mortgage Loan Agreement.

“Total Assets” shall mean the sum of assets owned by Guarantor as listed on its corporate balance sheet delivered to Lender in any reporting period.

“Total Debt” shall mean the sum of current portion of notes payable and long-term notes, whether secured or unsecured, and contingent liabilities, each as listed on Guarantor’s corporate balance sheet delivered to Lender in any reporting period.

“Transferee” shall have the meaning set forth in Section 8.1.1(f)(ii).

“Trustee” shall mean any trustee holding the Loan in a Securitization.

“UBS” shall mean UBS Real Estate Securities Inc., a Delaware corporation.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State.

“Underwriter Group” shall have the meaning set forth in Section 9.2(b).

“Updated Information” shall have the meaning set forth in Section 9.1(b)(i).

“U.S. Obligations” shall mean direct full faith and credit obligations of the United States of America that are not subject to prepayment, call or early redemption.

“Vacant Space” shall have the meaning set forth in Section 6.5.2.

Section 1.2 Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar

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import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement) shall have the meaning set forth in the Mortgage Loan Agreement as of the date hereof, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless Lender shall have consented to such amendment. Any cross-references to the Mortgage Loan Documents shall have the meanings set forth in the Mortgage Loan Documents as of the date hereof, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless Lender shall have consented to such amendment

II. THE LOAN

Section 2.1 The Loan.

2.1.1 Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth herein, Lender shall make the Loan to Borrower and Borrower shall accept the Loan from Lender on the Closing Date.

2.1.2 Single Disbursement to Borrower. Borrower shall receive only one (1) borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Note. The Loan shall be evidenced by that certain Amended and Restated Mezzanine A Promissory Note of even date herewith, in the stated principal amount of Ten Million and No/100 Dollars ($10,000,000.00) executed by Borrower and payable to the order of Lender in evidence of the Loan (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, the “Note”) and shall be repaid in accordance with the terms of this Agreement and the Note.

2.1.4 Use of Proceeds. Borrower shall use proceeds of the Loan to (i) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, (ii) make an equity contribution to the Mortgage Borrower in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to the Section 2.1.4 of the Mortgage Loan Agreement, and (iii) retain the balance, (if any), or make distributions to its Principal.

Section 2.2 Interest Rate.

2.2.1 Applicable Interest Rate. Except as herein provided with respect to interest accruing at the Default Rate, (i) interest on the principal balance of the Original Loan outstanding from time to time shall accrue from (and including) the Closing Date through (but not including) the Supplemental Closing Date at the Applicable Interest Rate set forth in the Original Loan Agreement, and (ii) Interest on the principal balance of the Loan outstanding from time to time shall accrue from (and including) the Supplemental Closing Date up to and including the end of the last Interest Period at the Applicable Interest Rate as set forth herein.

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2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate.

(a) Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the first day of the new Interest Period. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(b) In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall, by written notice to Borrower (“Lender’s Notice”), which notice shall set forth in reasonable detail such circumstances, establish the Applicable Interest Rate at Lender’s then customary spread (the “Substitute Spread”), taking into account the size of the Loan and the creditworthiness of Borrower, above a published index used for variable rate loans as reasonably determined by Lender (the “Substitute Rate”).

(c) If, pursuant to the terms of this Agreement, the Loan has been converted to a Substitute Rate Loan and, Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Substitute Rate Loan shall automatically convert to a LIBOR Loan on the first day of the Interest Period next following the effective date set forth in such notice. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a LIBOR Loan to a Substitute Rate Loan.

(d) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority, which are imposed, enacted or become effective after the date hereof (such non-excluded taxes being referred to collectively as “Foreign Taxes”), excluding income and franchise taxes of the United States of America or any political subdivision or taxing authority thereof or therein (excluding Puerto Rico). If any Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence.

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(e) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make a LIBOR Loan shall be cancelled forthwith and (ii) Lender may give Borrower a Lender’s Notice detailing such requirement of law, establishing the Applicable Interest Rate at the Substitute Rate plus the Substitute Spread, in which case the Applicable Interest Rate shall be a rate equal to the Substitute Rate in effect from time to time plus the Substitute Spread. In the event the condition necessitating the cancellation of Lender’s obligation to make a LIBOR Loan hereunder shall cease, Lender shall promptly notify Borrower of such cessation in writing and the Loan shall resume its characteristics as a LIBOR Loan in accordance with the terms herein from and after the first day of the calendar month next following such cessation. Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any out-of-pocket costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder. Lender’s notice of such costs, as certified to Borrower, shall be set forth in reasonable detail and Lender’s calculation shall be conclusive absent manifest error.

(f) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i) shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material;

(ii) shall hereafter impose, modify, increase or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of the rate hereunder; or

(iii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(f), Borrower shall not be required to pay same unless the requirement for such additional amount is the result of requirements imposed generally on lenders similar to Lender and not the result of some specific reserve or

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similar requirement imposed on Lender as a result of Lender’s special circumstances. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(f), Lender shall provide Borrower with not less than thirty (30) days’ written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amounts required to fully compensate Lender for such additional costs or reduced amounts. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence, executed by an authorized signatory of Lender and submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(g) Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense (other than consequential and punitive damages) which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that (A) is not the Monthly Payment Date or (B) is a Monthly Payment Date if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder and (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate to the Substitute Rate plus the Substitute Spread with respect to any portion of the outstanding principal amount of the Loan then bearing interest at a rate other than the Substitute Rate plus the Substitute Spread on a date other than the Monthly Payment Date, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (i), (ii) and (iii) are herein referred to collectively as the “Breakage Costs”). Whenever in this Section 2.2.3 the term “interest or fees payable by Lender to lenders of funds obtained by it” is used and no such funds were actually obtained from such lenders, it shall include interest or fees which would have been payable by Lender if it had obtained funds from lenders in order to maintain a LIBOR Loan hereunder. Lender will provide to Borrower a statement detailing such Breakage Costs and the calculation thereof.

(h) The provisions of this Section 2.2.3 shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

2.2.4 Usury Savings. This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the

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use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.3 Loan Payments.

2.3.1 Payment Before Maturity Date. Borrower shall make a payment to Lender of interest only on the Closing Date for the initial Interest Period and a payment to Lender of equal to the Monthly Debt Service Payment Amount (using the Applicable Interest Rate and outstanding principal applicable under the Original Loan Agreement) for the Original Loan on each Monthly Payment Date thereafter to and including the Monthly Payment Date occurring in [            ], 2007. Borrower shall make a payment to Lender of equal to the Monthly Debt Service Payment Amount (using the Applicable Interest Rate and outstanding principal applicable under this Agreement) on the Monthly Payment Date occurring in [            ], 2007, and on each Monthly Payment Date thereafter to and including the Maturity Date. Each payment shall be applied first to interest accrued, or to be accrued, for the Interest Period in which the Monthly Payment Date or Maturity Date occurs and the balance, if any, to the outstanding principal amount of the Loan.

2.3.2 Payment on Maturity Date. (a)Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest, the applicable Exit Fee and all other amounts due hereunder and under the Note, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest which has or will accrue on the on the outstanding principal balance of the Loan through and including the last day of the Interest Period in which the Maturity Date occurs.

(b) Borrower shall have the option to extend the Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such Extension Option is the “Extended Maturity Date”) upon satisfaction of the following terms and conditions: (i) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than thirty (30) days and not earlier than ninety (90) days prior to the date the Loan is then scheduled to mature, which notice shall be irrevocable, (ii) no Event of Default shall be in existence either at the time of Borrower’s notice or at the then-current Maturity Date, (iii) Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable extension under the same terms and conditions of the initial Interest Rate Protection Agreement (including its LIBOR strike price) entered into in connection with the Loan and shall provide an Assignment of Protection Agreement with respect thereto in the form of Assignment of Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Lender, (iv) Borrower shall have paid or caused to be paid to Lender the applicable non-refundable Extension Fee; provided, however, Borrower shall not pay or cause to be paid to Lender the Extension Fee for the first Extension Term, and (v) the conditions precedent to the extension of the Mortgage Loan have been satisfied and the Mortgage Loan is concurrently extended to the extent the same remains outstanding.

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2.3.3 Interest Rate after Default. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan shall accrue interest at the Default Rate, calculated from the date the Default occurred which led to such an Event of Default without regard to any grace or cure periods contained herein. If all or any part of the principal amount of the Loan is prepaid upon acceleration of the Loan following the occurrence and during the continuance of an Event of Default, Borrower shall be required to pay Lender, in addition to all other amounts then payable hereunder, and if such acceleration is prior to the Permitted Prepayment Date, a Spread Maintenance Premium calculated with respect to the amount of principal being repaid, and the applicable Breakage Costs.

2.3.4 Late Payment Charge. If any principal, interest or any other sum due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of (a) four percent (4%) of such unpaid sum or (b) the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents.

2.3.5 Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 1:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

(b) Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the first (1^st) Business Day that is immediately preceding such due date (notwithstanding such adjustment of due dates, Borrower shall not be entitled to any deduction of interest due under the Note, this Agreement or any of the other Loan Documents) and, with respect to payments of principal due on the Maturity Date, interest shall be payable at the Applicable Interest Rate or the Default Rate, as the case may be, during such extension.

(c) All payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.

Section 2.4 Prepayments.

2.4.1 Voluntary Prepayments. Except as otherwise provided herein and subject to Section 2.4.2 of this Agreement, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, at its option and upon thirty (30) days’ prior notice to Lender, prepay the Debt in whole but not in part; provided, however, any prepayment received by Lender prior to March 9, 2009 shall be accompanied by (i) the applicable

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Prepayment Fee, (ii) Breakage Costs and (iii) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date. If a notice of prepayment is given by Borrower to Lender pursuant to Section 2.4.1, the amount designated for prepayment and all other sums required under Section 2.4 shall be due and payable on the proposed prepayment date. If for any reason Borrower prepays the Loan on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment. No prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination Date in such calendar month, unless consented to by Lender in its sole discretion.

2.4.2 Liquidation Events. (a) Subject to the Provisions of the Mortgage Loan Agreement, in the event of (i) any Casualty to the Property or any material portion thereof, (ii) any Condemnation of the Property or any material portion thereof, (iii) a Transfer of the Property in connection with the realization on the Mortgage following an Event of Default under the Mortgage Loan, including without limitation a foreclosure sale, (iv) any refinancing of the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into the Mezzanine Deposit Account. With respect to subclauses (iii) and (iv) of the immediately preceding sentence, on each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Payment Date, the Spread Maintenance Premium calculated with respect to the amount of principal being prepaid, and (iv) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date. Borrower acknowledges and agrees that any sums received by Lender pursuant to this Section 2.4.2 may be transferred by Lender to Mortgage Lender in accordance with the terms of any intercreditor agreement to be applied to the payment of the Mortgage Loan in accordance with the terms of the Mortgage Loan Documents and any such sums which are transferred to the Mortgage Lender will not be applied to the payment of the Debt. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.

(b) Borrower shall notify Lender of any Liquidation Event not later than one (1) Business Day following the first date on which Borrower has knowledge of such event.

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Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or Transfer of the Property set forth in this Agreement and the other Loan Documents.

2.4.3 Mandatory Prepayments. If the Property or Mortgage Borrower’s interests therein or Borrower’s interests Mortgage Borrower is sold, transferred or otherwise disposed of, voluntarily or involuntarily, or if the Mortgage Loan is repaid but other than in accordance with Section 2.4.2 of the Mortgage Loan Agreement, then, Borrower shall be required to pay the Loan in whole or otherwise in accordance with Section 2.4.1 plus, if prior to the Permitted Prepayment Date, payment of the Spread Maintenance Premium.

2.4.4 Prepayments After Default. If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower (which tender Lender may reject to the extent permitted under applicable Legal Requirements), a purchaser at foreclosure or any other Person, such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth in Section 2.4.1 and Borrower, such purchaser at foreclosure or other Person shall pay in addition to the outstanding principal balance of the Loan (a) prepayment fee equal to one percent (1.0%) of the principal amount being prepaid, (b) the applicable Prepayment Fee, (c) Breakage Costs, (d) if made prior to the Permitted Prepayment Date, the Spread Maintenance Premium calculated with respect to the amount of principal being repaid, and (e) all other amounts payable under the Loan Documents. All such amounts determined under this Section 2.4.4. shall be calculated in accordance with Section 2.4.1 as if a prepayment has occurred. Borrower acknowledges and agrees that any sums received by Lender pursuant to this Section 2.4.4 may be transferred by the Lender to the Mortgage Lender in accordance with the terms of any intercreditor agreement to be applied to the payment of the Mortgage Loan in accordance with the terms of the Mortgage Loan Documents and any such sums which are transferred to the Mortgage Lender will not be applied to the payment of the Debt.

2.4.5 Optional Repayment. Upon the occurrence of an Optional Repayment Trigger Event, Lender shall provide written notice to Borrower. Borrower shall respond to Lender with additional information detailing the facts that led to the occurrence of such Optional Repayment Trigger Event within ten (10) Business Days of receipt of Lender’s written notice. Within ten (10) Business Days of receipt of Borrower’s written response, Lender may elect, in its sole discretion, to cause Borrower to make the Optional Repayment. If Lender so elects, then Borrower shall make the Optional Repayment on or before the next occurring Monthly Payment Date; provided, however, any Optional Repayment shall be accompanied by (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Prepayment Date, the Spread Maintenance Premium calculated with respect to the amount of such Optional Repayment, and (iv) all interest which would have accrued on the amount of the Optional Repayment to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, or, if such Optional Repayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date, and Borrower shall concurrently make (i) the

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Optional Repayment (as defined in the Mortgage Loan Agreement) in accordance with the terms of Section 2.4.4 of the Mortgage Loan Agreement to the extent the Mortgage Loan remains outstanding, and (ii) the Optional Repayment (as defined in the Mezzanine B Loan Agreement) in accordance with the terms of Section 2.4.5 of the Mezzanine B Loan Agreement. If for any reason Borrower makes the Optional Repayment on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to Optional Repayment, all interest which would have accrued on the amount of the Optional Repayment to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment. No Optional Repayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, Determination Date in such calendar month, unless consented to by Lender in its sole discretion. With respect to an Optional Repayment Trigger Event, if Lender does not elect to cause Borrower to make the Optional Repayment in accordance with this Section 2.4.5(a), Lender shall not require such Optional Repayment until the occurrence of another, separate Optional Repayment Trigger Event.

Notwithstanding anything to the contrary contained herein, neither any failure nor any delay on the part of Lender in electing the Optional Repayment under this Section 2.4.4. shall operate or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege.

Section 2.5 Interest Rate Cap. At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate Protection Agreement.

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III. REPRESENTATIONS AND WARRANTIES

Section 3.1 Borrower Representations. Borrower represents and warrants that:

3.1.1 Organization. (a) Each of Borrower, Principal and each SPC Party is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified in all jurisdictions in which the ownership or lease of its assets or the conduct of its business requires such qualification, and each Borrower and Principal has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby. Each Borrower and Principal possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its assets and to transact the businesses in which it is now engaged, the sole business of Borrower is the ownership and management of Mortgage Borrower, and the sole business of Principal is the ownership and management of Borrower.

(b) Borrower’s exact legal name is correctly set forth in the first paragraph of this Agreement. Borrower is an organization of the type specified in the first paragraph of this Agreement. Borrower is incorporated or organized under the laws of the state specified in the first paragraph of this Agreement. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the preceding four (4) months (or, if less than four (4) months, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth in the first paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change); provided, however, Borrower shall be permitted to maintain certain of its books and records, as determined by Borrower in its reasonable discretion, at its Headquarters. Borrower’s organizational identification number, if any, assigned by the state of its incorporation or organization is 3798703. Borrower’s federal tax identification number is 20-1085141.

3.1.2 Proceedings. This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and Principal and constitute a legal, valid and binding obligation of Borrower, enforceable against each Borrower and Principal in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.1.3 No Conflicts. The execution and delivery of this Agreement and the other Loan Documents by Borrower and Principal and the performance of its obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which Borrower, Principal and/or Mortgage Borrower is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s, Principal’s or Mortgage Borrower’s organizational documents or any agreement or instrument to

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which Borrower, Principal or Mortgage Borrower is a party or by which it is bound, or any order or decree applicable to Borrower, or result in the creation or imposition of any lien on any of Borrower’s, Principal’s or Mortgage Borrower’s assets or property (other than pursuant to the Loan Documents).

3.1.4 Litigation. There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened against Borrower, Principal, Mortgage Borrower, Guarantor, SPC Party, the Collateral or the Property in any court or by or before any other Governmental Authority that would have a Material Adverse Effect.

3.1.5 Agreements. Borrower is not in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default might have a Material Adverse Effect. Borrower is not a party to any agreement or instrument or subject to any restriction which is likely to have a Material Adverse Effect. Neither Borrower, Principal nor Mortgage Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower, Principal, Mortgage Borrower, the Property or any of the Collateral are bound where such default would constitute a Material Adverse Effect. Neither Borrower, Principal nor Mortgage Borrower has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Principal or Mortgage Borrower is a party or by which Borrower, Principal, Mortgage Borrower, the Property or the Collateral is otherwise bound, other than (a) obligations incurred in the ordinary course of the ownership of the Collateral and the operation of Mortgage Borrower as permitted pursuant to the definition of “special purpose entity” set forth in herein and (b) obligations under the Loan Documents and the Mortgage Loan Documents, as applicable.

3.1.6 Consents. No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Borrower of, or compliance by Borrower with, this Agreement or the consummation of the transactions contemplated hereby, other than those which have been obtained by Borrower.

3.1.7 Title. (a) Each pledgor under the Pledge Agreement is the record and beneficial owner of, and has good and marketable title to, the Collateral, free and clear of all Liens whatsoever. The Pledge Agreement, together with the Uniform Commercial Code financing statements required to be filed in connection therewith, will create valid, first priority,

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security interests in and to, the Collateral, all in accordance with the terms thereof. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its assets and to transact the businesses in which it is now engaged, and the sole business of Borrower is the ownership and management of Mortgage Borrower.

(b) Mortgage Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances (as defined in the Mortgage Loan Agreement). The Mortgage, when properly recorded in the appropriate records, will create (a) a valid, first priority, perfected lien on the Property, subject only to Permitted Encumbrances (as defined in the Mortgage Loan Agreement) and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any Permitted Encumbrances (as defined in the Mortgage Loan Agreement). There are no mechanics’, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage. None of the Permitted Encumbrances (as defined in the Mortgage Loan Agreement), individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage and this Agreement, materially and adversely affect the value of the Property, impair the use or operations of the Property or impair Mortgage Borrower’s ability to pay its obligations in a timely manner.

3.1.8 No Plan Assets. As of the date hereof and throughout the term of the Loan (a) Borrower is not and will not be an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, (b) none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, (c) Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (d) transactions by or with Borrower are not and will not be subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans.

3.1.9 Compliance. Borrower, Principal, Mortgage Borrower and the Property and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes. Borrower has received no written notice of any default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which would have a Material Adverse Effect. There has not been and shall never be committed by Borrower or Mortgage Borrower or to the best of Borrower’s knowledge, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture.

3.1.10 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of Borrower, Principal, Mortgage Borrower, the Collateral or the Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Borrower, Principal, Mortgage Borrower, the Collateral or the Property as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a Material Adverse Effect. Since the date of the financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower, Principal, Mortgage Borrower, the Collateral or the Property from that set forth in said financial statements.

3.1.11 Condemnation. Borrower has received no written notice that a Condemnation or other proceeding has been commenced. To Borrower’s best knowledge, no condemnation or other proceeding is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property.

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3.1.12 Intentionally Omitted.

3.1.13 Intentionally Omitted.

3.1.14 Intentionally Omitted.

3.1.15 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and neither Borrower nor Guarantor has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

3.1.16 Intentionally Omitted.

3.1.17 Insurance. Borrower has obtained and has delivered to Lender original or certified copies of all of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any of the Policies, and no Person, including Borrower and Mortgage Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

3.1.18 No Contractual Obligations. Other than the Loan Documents, the Mortgage Loan Documents, the Borrower Operating Agreement and Mortgage Borrower Company Agreement, as of the date of this Agreement, Borrower is not subject to any Contractual Obligations and has not entered into any agreement, instrument or undertaking by which it or its assets are bound, or has incurred any Indebtedness, and prior to the date of this Agreement neither Borrower nor any of its Subsidiaries has entered into any Contractual Obligation, or any agreement, instrument or undertaking by which it or its assets are bound or incurred any Indebtedness.

3.1.19 Subsidiaries. (a) Effective as of the consummation of the transactions contemplated by this Agreement, the Manager of Borrower is CPA Holdings, LLC, a Delaware limited liability company. 100% of the limited liability company interests in Borrower is owned by CPA Holdings LLC, a Delaware limited liability company. Borrower does not have any subsidiaries except as set forth in Schedule VI.

(b) Borrower does not own any equity interests or other securities other than the Pledged Securities (as defined in the Pledge Agreement).

3.1.20 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by Mortgage Lender or to whether the related Mortgage Loan Document has been repaid, defeased or otherwise terminated, unless otherwise consented to in writing by Lender.

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3.1.21 Intentionally Omitted.

3.1.22 Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the Rent Roll attached hereto as Schedule I is true, complete and correct, the Property is not subject to any Leases other than the Leases described in Schedule I, Mortgage Borrower is the sole owner of landlord’s interest in the Leases, and no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases, (b) the Leases identified on Schedule I are in full force and effect and there are no material defaults thereunder by either party except (i) as provided in any estoppel certificates or similar documents provided to Lender (collectively, the “Estoppels”), (ii) as disclosed in the Rent Roll, or (iii) as otherwise disclosed by Mortgage Borrower to Lender attached hereto as Schedule IV (the “Additional Disclosures”) (collectively, the Additional Disclosures, the Rent Roll and the Estoppels, the “Lease Disclosures”), (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as provided in the Lease Disclosures, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as provided in the Lease Disclosures, all work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements (h) except as provided in the Lease Disclosures, neither the landlord nor any Tenant is in default under any of the Leases; (i) except as provided in the Lease Disclosures, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (j) Mortgage Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Mortgage Lender; (k) except as provided in the Lease Disclosures, no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (l) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease.

3.1.23 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Collateral to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Collateral have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder.

3.1.24 Single Purpose. (a) Borrower hereby represents with respect to Borrower, Principal and Mortgage Borrower that it:

(i) each of Borrower, Principal and Mortgage Borrower is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business;

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(ii) except for Permitted Encumbrances (as detailed on Schedule VII of the Mortgage Loan Agreement) or Permitted Encumbrances (as defined in this Agreement), has no judgments or liens of any nature against Mortgage Borrower or Borrower except for tax liens not yet due;

(iii) each of Borrower, Principal and Mortgage Borrower is in material compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement or the Mortgage Loan Agreement, has received all permits necessary for it to operate;

(iv) neither Borrower, Principal nor Mortgage Borrower is involved in any dispute with any taxing authority;

(v) each of Borrower, Principal and Mortgage Borrower has paid all taxes which it owes;

(vi) Mortgage Borrower has never owned any real property other than the Property and personal property necessary or incidental to its ownership or operation of the Property and has never engaged in any business other than the ownership and operation of the Property. Borrower does not own and will not own any asset or property other than (i) the Pledged Company Interests and (ii) incidental personal property necessary for the ownership of such interests. Principal does not own and will not own any asset or property other than (i) the Pledged Company Interests (as defined in the Mezzanine B Loan Agreement) and (ii) incidental personal property necessary for the ownership of such interests;

(vii) each of Borrower, Principal and Mortgage Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full;

(viii) each of Borrower, Principal and Mortgage Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition;

(ix) Borrower has obtained a current Phase I environmental site assessment (“ESA”) for the Property prepared by EBI Consulting and to Borrower’s best knowledge, the ESA has not identified any recognized environmental conditions that require further investigation or remediation; and

(x) Mortgage Borrower has no material contingent or actual obligations not related to the Property. Borrower has no material contingent or actual obligations not related to the Collateral. Principal has no material contingent or actual obligations not related to the Collateral (as defined in the Mezzanine B Loan Agreement).

(b) Borrower hereby represents and warrants to and covenants with Lender that as of the date and until such time as the debt shall be paid in full:

(i) Mortgage Borrower does not own and will not own any asset or property other than (A) the Property, and (B) incidental personal property necessary for the ownership or

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operation of the Property. Borrower does not own and will not own any asset or property other than (i) the Pledged Company Interests and (ii) incidental personal property necessary for the ownership of such interests. Principal does not own and will not own any asset or property other than (i) the Pledged Company Interests (as defined in the Mezzanine B Loan Agreement) and (ii) incidental personal property necessary for the ownership of such interests.

(ii) Mortgage Borrower will not engage in any business other than the ownership, management and operation of the Property and Mortgage Borrower will conduct and operate its business as presently conducted and operated. Borrower will not engage in any business other than the ownership of the related Pledged Company Interests and will conduct and operate its business as presently conducted and operated. Principal will not engage in any business other than the ownership of the related Pledged Company Interests (as defined in the Mezzanine B Loan Agreement) and will conduct and operate its business as presently conducted and operated.

(iii) neither Borrower, Principal nor Mortgage Borrower will enter into any contract or agreement with any Affiliate of Borrower, Principal or Mortgage Borrower, any constituent party of Borrower, Principal, Mortgage Borrower or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than any such party.

(iv) Neither Borrower nor Mortgage Borrower will (and Borrower agrees it will not permit Mortgage Borrower to) incur, create or assume any Indebtedness other than (i) the Debt and (ii) in case of Mortgage Borrower, (A) the Mortgage Loan, (B) unsecured trade payables and operational of Mortgage Borrower debt not evidenced by a note and in an aggregate amount not exceeding $500,000 at any one time, and (C) Indebtedness incurred in the financing of equipment and other personal property used on the Property with annual payments not exceeding $100,000 in the aggregate; provided that any Indebtedness incurred pursuant to subclauses (ii)(B) and (ii)(C) shall be (x) with respect to subclause (ii)(B), paid within sixty (60) days of the date incurred, and with respect to subclause (ii)(C), paid when it is due and payable, and (y) incurred in the ordinary course of business. No Indebtedness other than the Mortgage Loan may be secured (subordinate or pari passu) by the Property.

(v) Neither Borrower nor Mortgage Borrower will make any loans or advances to any third party (including any Affiliate or constituent party of Borrower or Mortgage Borrower), and shall not acquire any obligations or securities of its Affiliates.

(vi) each of Borrower and Mortgage Borrower is and will remain solvent and each of Borrower and Mortgage Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its own assets as the same shall become due.

(vii) each Significant Party will do all things necessary to observe organizational formalities and preserve its existence, and no Significant Party will not, nor will any Significant Party permit any constituent party to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, operating

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agreement, trust or other organizational documents of such Significant Party or such constituent party without the prior consent of Lender in any manner that (i) violates the single purpose covenants set forth in this Section 3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender’s consent.

(viii) Each Significant Party will (i) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party, (ii) not cause or permit its assets to be listed as assets on the financial statement of any other Person, provided, however, that such Significant Party’s assets may be included in a consolidated financial statement of its Affiliates provided that (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Significant Party and such Affiliates and to indicate that such Significant Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (B) such assets shall be listed on such Significant Party’s own separate balance sheet, (iii) file its own tax returns (to the extent such Significant Party is required to file any such tax returns) and will not file a consolidated federal income tax return with any other Person and will pay all of its own taxes as required under applicable law, (iv) such Significant Party maintain its books, records, resolutions and agreements as official records.

(ix) Each Significant Party will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate or any constituent party thereof) Each Significant Party will correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationery, invoices and checks bearing its own name.

(x) Each Significant Party will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

(xi) Neither Significant Party nor any constituent party thereof will engage in, seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, or sale or transfer of all or substantially all of the assets, of Significant Party.

(xii) No Significant Party will commingle the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, and will hold all of its assets in its own name.

(xiii) Each Significant Party will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person.

(xiv) No Significant Party will guarantee or become obligated for the debts of any other Person. Each Significant Party does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person and will not pledge its assets for the benefit of any other Person.

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(xv) (A) If any Significant Party is a limited partnership or a limited liability company, (other than a single member limited liability company), each general partner or managing member (each, an “SPC Party”) shall be either a corporation whose sole asset is its interest in such Significant Party, a single-member Delaware limited liability company or a multi-member Delaware limited liability company with two (2) springing members, and each such SPC Party will at all times comply, and will cause such Significant Party to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from such Significant Party, such Significant Party shall immediately appoint a new SPC Party whose articles of incorporation or limited liability company operating agreement are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners.

(B) If any Significant Party is a single member limited liability company, such Significant Party shall have at least two (2) springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member of such Significant Party, and the other of which shall become the sole member of such Significant Party if the first such springing member no longer is available to serve as such sole member.

(xvi) Each Significant Party shall at all times cause there to be at least two duly appointed Independent Directors of each SPC Party and such Significant Party reasonably satisfactory to Lender. “Independent Director” means a natural person who has not been at the time of such individual’s appointment or at any time while serving as a director of such SPC Party and such Significant Party, and may not have been at any time during the five years preceding such appointment (i) a stockholder, director (other than as an Independent Director), officer, trustee, manager, member, employee, partner, attorney or counsel of such SPC Party, such Significant Party or any Affiliate of any of them, (ii) a creditor, customer, supplier or other Person who derives any of its purchases or revenues from its activities with such SPC Party, any Significant Party or any Affiliate of any of them, (iii) a Person or other entity controlling or under common control with any such Person excluded from serving as Independent Director under clauses (i) or (ii), or (iv) a member of the immediate family by blood or marriage of any such Person excluded from serving as Independent Director under clause (i) or (ii). A natural person who satisfies the foregoing definition other than subparagraph (ii) shall not be disqualified from serving as an Independent Director of the SPC Party if such individual is an independent director provided by a nationally-recognized company that provides professional independent directors and that also provides other corporate services in the ordinary course of its business (a “Professional Independent Director”). A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the independent director of a “special purpose entity” affiliated with the borrower shall not be disqualified from serving as an Independent Director of the SPC Party if either (x) such individual is a professional independent director or (y) the fees that such individual earns from serving as independent director of Affiliates of the Significant Party or the SPC Party in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for the year. Notwithstanding the immediately preceding sentence, an Independent Director may not simultaneously serve and Independent Director of the Significant Party or SPC Party and

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Independent Director of a special purpose entity that owns a direct or indirect equity interest in the Significant Party or SPC Party or a direct or indirect interest equity interest in any co-borrower of the Significant Party or SPC Party. For purposes of this paragraph, a “special purpose entity” is an entity whose organizational documents contain restrictions on its activities substantially similar to those set forth in the SPC Party’s organizational documents.

(xvii) No Significant Party shall cause or permit the board of directors of any SPC Party and any Significant Party to take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock or under any organizational document of such Significant Party or SPC Party, requires a vote of the board of directors of each SPC Party and each Significant Party unless at the time of such action there shall be at least two (2) members who are each an Independent Director.

(xviii) Each Significant Party shall conduct its business so that the assumptions made with respect to such Significant Party in the Insolvency Opinion shall be true and correct in all respects. In connection with the foregoing, each Significant Party hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding any Significant Party or any other Person) set forth in the Insolvency Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24, and (iii) all the organizational documents of the Borrower and any SPC Party.

(xix) Borrower will not permit any Affiliate or constituent party independent access to its bank accounts and will cause Mortgage Borrower not to permit any Affiliate or constituent party independent access to its bank accounts.

(xx) Each Significant Party shall pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations.

(xxi) Each Significant Party shall compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets all obligations of any kind incurred.

(xxii) Each Significant Party will allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate.

(xxiii) No Significant Party will buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities).

(xxiv) No Significant Party will form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity, except that Borrower may hold the Pledged Company Interests.

(c) Each Significant Party hereby represents and warrants from the date of formation on:

(i) Mortgage Borrower has not owned any asset or property other than (A) the Property, and (B) incidental personal property necessary for the ownership or operation of the Property.

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(ii) Mortgage Borrower has not engaged in any business other than the ownership, management and operation of the Property and Mortgage Borrower has conducted and operated its business as presently conducted and operated.

(iii) No Significant Party has entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party;

(iv) Mortgage Borrower has not incurred any Indebtedness other than (A) the mortgage debt encumbering the Property, (B) unsecured trade payables and operational debt not evidenced by a note and (C) Indebtedness incurred in the financing of equipment and other personal property used on the Property. Borrower has not incurred any Indebtedness other than the Debt;

(v) Each Significant Party has paid all of its debts and liabilities from its assets prior to such amounts being delinquent;

(vi) Each Significant Party has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence;

(vii) Each Significant Party has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person. No Significant Party’s assets have been listed as assets on the financial statement of any other Person. Each Significant Party has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person. Each Significant Party has maintained its books, records, resolutions and agreements as official records;

(viii) Each Significant Party has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party), corrected any known misunderstanding regarding its status as a separate entity, conducted all of its business and held all of its assets in its own name, has not identified itself or any of its affiliates as a division or part of the other and has maintained and utilized separate stationery, invoices and checks bearing its own name;

(ix) Each Significant Party has maintained adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(x) Neither Significant Party nor any constituent party thereof has caused the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of such Significant Party;

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(xi) No Significant Party has commingled the funds and other assets of such Significant Party with those of any Affiliate or constituent party or any other Person, and has held all of its assets in its own name;

(xii) Each Significant Party has maintained its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person;

(xiii) No Significant Party has guaranteed or became obligated for the debts of any other Person and has not held itself out as being responsible for or have the debts or obligations of any other Person;

(xiv) Each Significant Party has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party;

(xv) No Significant Party has pledged its assets to secure the obligations of any other Person, except as detailed on Schedule VII attached hereto and no such pledge remains outstanding except in connection with the Loan;

(xvi) Each Significant Party has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds;

(xvii) No Significant Party has owned any subsidiary or any equity interest in any other entity, except as detailed on Schedule VIII hereto;

(xviii) No Significant Party has incurred any indebtedness that is still outstanding other than indebtedness that is permitted under the Loan Documents or the Mortgage Loan Documents;

(xix) No Significant Party has had any of its obligations guaranteed by an affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents; and

(xx) Except for CPA Access, LLC, none of the tenants holding leasehold interests with respect to the Property are affiliated with the Mortgage Borrower.

3.1.25 Tax Filings. To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Borrower. Borrower believes that its tax returns (if any) properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

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3.1.26 Solvency. Borrower (a) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower).

3.1.27 Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

3.1.28 Organizational Chart. The organizational chart attached as Schedule III hereto, relating to Borrower and certain Affiliates and other parties, is true, complete and correct on and as of the date hereof.

3.1.29 Bank Holding Company. Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

3.1.30 No Other Debt. Borrower has not borrowed or received debt financing (other than permitted pursuant to this Agreement) that has not been heretofore repaid in full.

3.1.31 Investment Company Act. Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

3.1.32 Intentionally Omitted.

3.1.33 No Bankruptcy Filing. No petition in bankruptcy has been filed against Borrower, Mortgage Borrower, Guarantor or any of its constituent Persons of any of the foregoing in the last seven (7) years, and neither Borrower, Mortgage Borrower, Principal, Guarantor nor any constituent Persons or any of the foregoing in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the

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benefit of debtors. Neither Borrower, Mortgage Borrower, Principal, Guarantor nor any of its constituent Persons of any of the foregoing are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of their respective assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against Borrower, Mortgage Borrower, Principal, Guarantor or such constituent Persons of any of the foregoing.

3.1.34 Full and Accurate Disclosure. To the best of Borrower’s knowledge, no information contained in this Agreement, the other Loan Documents, or any written statement furnished by or on behalf of Borrower pursuant to the terms of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. There is no fact or circumstance presently known to Borrower which has not been disclosed to Lender and which will have a Material Adverse Effect.

3.1.35 Foreign Person. Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

3.1.36 No Change in Facts or Circumstances: Disclosure. To the best of Borrower’s knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make the financial statements, rent rolls, reports, certificates or other documents submitted in connection with the Loan inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects the business operations or the financial condition of Borrower, Mortgage Borrower, the Collateral or the Property.

3.1.37 Management Agreement. The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

3.1.38 Perfection of Accounts. Borrower hereby represents, warrants and covenants to Lender that:

(a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Mezzanine Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents, Borrower has not sold or otherwise conveyed the Accounts;

(b) The Accounts constitute “deposit accounts” or “securities accounts” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; and

(c) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent’s complying with instructions with respect to the Accounts from any Person other than Lender.

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3.1.39 Intentionally Omitted.

3.1.40 Patriot Act. (a) None of Borrower, Mortgage Borrower, any of their respective constituents or Affiliates, and to the best of Borrower’s knowledge, any of their respective brokers or other agents acting or benefiting in any capacity in connection with the Loan is a Prohibited Person.

(b) None of Borrower, Mortgage Borrower, any of their respective constituents or Affiliates, any of their respective brokers or other agents acting in any capacity in connection with the Loan, (i) has conducted or will conduct any business or has engaged or will engage in any transaction or dealing with any Prohibited Person, including making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) has dealt or will deal in, or otherwise has engaged or will engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) has engaged or will engage in or has conspired or will conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

(c) Borrower covenants and agrees to deliver to Lender any certification or other evidence requested from time to time by Lender in its sole discretion, confirming Borrower’s compliance with this Section 3.1.40.

Section 3.2 Survival of Representations. The representations and warranties set forth in Section 3.1 shall survive for so long as any amount remains payable to Lender under this Agreement or any of the other Loan Documents.

IV. BORROWER COVENANTS

Section 4.1 Borrower Affirmative Covenants. Borrower hereby covenants and agrees with Lender that:

4.1.1 Existence; Compliance with Legal Requirements. Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises or cause Mortgage Borrower to comply with all Legal Requirements applicable to Borrower, Mortgage Borrower, the Collateral and the Property.

4.1.2 Taxes and Other Charges. Borrower shall pay, or shall cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof prior to the date such amounts would become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay Taxes and Other Charges shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 6.2 of the Mortgage Loan Agreement. Borrower will deliver, or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish, or cause to be furnished, to Lender receipts for

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the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 6.2 of the Mortgage Loan Agreement). Borrower shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to promptly pay and discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for, or cause to be paid, all utility services provided to the Property. After prior notice to Lender, Borrower, at its or Mortgagor Borrower’s own expense, may contest or cause Mortgage Borrower to contest, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower and Mortgage Borrower are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither the Collateral nor the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall, or shall cause Mortgage Borrower to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (f) Borrower shall, or shall cause Mortgage Borrower to, furnish cash, or other security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien; and (g) such contest by Borrower is not in violation of Leases.

4.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened against Borrower, Mortgage Borrower, the Property, the Collateral and/or Guarantor which if adversely determined would have a Material Adverse Effect.

4.1.4 Access to Property. Borrower shall cause Mortgage Borrower to permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

4.1.5 Further Assurances; Supplemental Affidavits. Borrower shall, at Borrower’s sole cost and expense:

(a) cause Mortgage Borrower to furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

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(b) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

4.1.6 Financial Reporting.

(a) GAAP. Borrower shall keep and maintain or shall cause to be kept and maintained, in accordance with GAAP, proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the Collateral and in connection with the operation on an individual basis of the Property. All financial statements delivered to Lender in accordance with this Section 4.1.6 shall be prepared in accordance with GAAP in the United States of America as in effect on the date so indicated and consistently applied (or such other accounting basis reasonably acceptable for Lender).

(b) Monthly Reports. Prior to a Securitization, within forty-five (45) days after the end of each calendar month, Borrower shall cause Mortgage Borrower to furnish to Lender a current (as of the calendar month just ended) balance sheet, a detailed operating statement (showing monthly activity and year-to-date) stating Gross Income from Operations, Operating Expenses and Net Cash Flow for the calendar month just ended, a general ledger, a rent roll and, as requested by Lender, a written statement setting forth any variance from the Annual Budget and other documentation supporting the information disclosed in the most recent financial statements. In addition, such statement shall also be accompanied by (i) a calculation reflecting the Debt Service Coverage Ratio as of the last day of such month for such month and (ii) a certificate of the chief financial officer of each of Borrower and Mortgage Borrower (or the general partner of Mortgage Borrower) stating that the representations and warranties of Borrower set forth in Section 3.1.24 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than sixty (60) days.

(c) Quarterly Reports. Within sixty (60) days after the end of each calendar quarter, Borrower shall and shall cause Mortgage Borrower to furnish to Lender a detailed operating statement (showing quarterly activity and year-to-date) stating Gross Income from Operations, Operating Expenses, Net Cash Flow and net cash flow and capital expenditures for the calendar quarter just ended and a balance sheet for such quarter for Borrower and Mortgage Borrower. Borrower’s quarterly statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior calendar quarter, (ii) a calculation reflecting the Debt Service Coverage Ratio as of the last day of such quarter, for such quarter and the last four quarters; (iii) a current rent roll for the Property; (iv) a certificate executed by the chief financial officer of each of Borrower and Mortgage Borrower (or the general partner of Mortgage Borrower) stating that each such quarterly statement presents fairly the financial condition and the results of operations of the Borrower, Mortgage Borrower,

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the Collateral and the Property and has been prepared in accordance with general accepted accounting principles; and (v) any notice received from a tenant under any Major Lease threatening non-payment of Rent or other default, alleging or acknowledging a default by landlord, requesting a termination of a Major Lease or a material modification of any Major Lease or notifying Borrower of the exercise or non-exercise of any option provided for in such tenant’s Major Lease, or any other similar material correspondence received by Borrower from tenants under Major Leases during the subject fiscal quarter.

(d) Annual Reports. Within one hundred twenty (120) days after the end of each calendar year of Mortgage Borrower’s operation of the Property, Borrower will and will cause Mortgage Borrower to furnish to Lender a complete copy of Guarantor’s consolidated annual financial statements audited by a “big four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP for such calendar year which financial statements shall contain a balance sheet, a detailed operating statement stating Gross Income from Operations, Operating Expenses, Net Cash Flow and net cash flow for each of Borrower, Mortgage Borrower, the Property and Guarantor. Guarantor’s consolidated annual financial statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior calendar year, (ii) a certificate executed by the chief financial officer of Guarantor or the general partner of Guarantor stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower, Mortgage Borrower, the Collateral and the Property and has been prepared in accordance with GAAP, and (iii) an unqualified opinion of a “big four” accounting firm or other independent certified public accountant reasonably acceptable to Lender.

(e) Certification; Supporting Documentation. Each such financial statement shall be in scope and detail satisfactory to Lender and certified by the chief financial representative of Borrower.

(f) Additional Reports. Borrower shall, and shall cause Mortgage Borrower to, deliver to Lender as soon as reasonably available but in no event later than thirty (30) days after such items become available to or Mortgage Borrower in final form:

(i) copies of any final engineering or environmental reports prepared for Borrower or Mortgage Borrower with respect to the Property;

(ii) a copy of any notice received by Borrower or Mortgage Borrower from any environmental authority having jurisdiction over the Property with respect to a condition existing or alleged to exist or emanate from or at the Property; and

(iii) if requested by Lender, a summary report listing only Tenants and square footage occupied by such Tenants.

(g) Access. Upon reasonable advance written notice to Borrower, Lender shall have the right from time to time at all times during normal business hours to examine such books, records and accounts at the office of Borrower or Mortgage Borrower or other Person maintaining such books, records and accounts and to make such copies or extracts thereof as

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Lender shall desire. Lender shall to pay any costs and expenses incurred by Lender to examine Borrower’s or Mortgage Borrower’s accounting records with respect to the Collateral or the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest; provided, however, Borrower shall pay or shall cause Mortgage Borrower to pay such costs and expenses upon the occurrence of an Event of Default or a Trigger Event (as defined in the Mezzanine Cash Management Agreement).

(h) Format of Delivery. Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, (ii) on a diskette or (iii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic format reasonably acceptable to Lender.

(i) Annual Budget. Borrower shall submit or shall cause Mortgage Borrower to submit the Annual Budget to Lender for Lender’s approval not later than sixty (60) days prior to the commencement of each Fiscal Year. Annual Budgets approved by Lender shall hereinafter be referred to as an “Approved Annual Budget.” In the event that Mortgage Borrower incurs an extraordinary operating expense or extraordinary capital expenditure not set forth in the Annual Budget (each, an “Extraordinary Expense”) then Borrower shall promptly deliver or cause Mortgage Borrower to deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval.

(j) Other Required Information. Borrower shall, and shall cause Mortgage Borrower to, furnish to Lender, within five (5) Business Days after written request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the Collateral, the operation of the Property and the financial affairs of Borrower or Mortgage Borrower as may be reasonably requested by Lender, including, without limitation, a comparison of the budgeted income and expenses and the actual income and expenses for a quarter and year to date for the Property, together with a detailed explanation of any variances of more than five percent (5%) between budgeted and actual amounts for such period and year to date.

(k) Guarantor’s Financial Reporting. Borrower shall cause Guarantor to comply with this Section 4.1.6.

4.1.7 Title. (a) Borrower will cause Mortgage Borrower to warrant and defend the validity and priority of the Liens of the Mortgage and the Assignment of Leases on the Property against the claims of all Persons whomsoever, subject only to Permitted Encumbrances (as defined in the Mortgage Loan Agreement).

(b) Borrower will warrant and defend the validity and priority of Lender’s security interest in the Collateral. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in the Collateral, other than as permitted hereunder, is claimed by another Person.

4.1.8 Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, stating (i) the unpaid principal amount of the Note, (ii) the Applicable Interest Rate of the Note, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the

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payment of the Debt, if any, and (v) that the Note, this Agreement, the Pledge Agreement, the Mortgage and the other Loan Documents have not been modified or if modified, giving particulars of such modification. Notwithstanding the foregoing, provided no Default or Event of Default shall have occurred, Lender shall be limited to one (1) request per calendar year.

(b) Only to the extent Borrower is entitled to receive under such applicable Lease, Borrower shall deliver or cause Mortgage Borrower to deliver to Lender, within thirty (30) days after request, an estoppel certificate from each Tenant under any Lease (provided that Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease); provided that such certificate may be in the form required under such Lease; provided further that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Lender, Borrower shall within ten (10) Business Days, furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the outstanding principal balance of the Mortgage Loan, (ii) the applicable interest rate of the Mortgage Loan, (iii) the date installments of interest and/or principal were last paid on the Mortgage Loan, (iv) any offsets or defenses to the Debt (as defined in the Mortgage Loan Agreement) under the Mortgage Loan, if any, and (v) that the Mortgage Loan Documents have not been modified or if modified, giving particulars of such modification.

4.1.9 Leasing Matters.

(a) Borrower may permit Mortgage Borrower to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Mortgage Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute the applicable rent during such renewal, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) does not, in Borrower’s good faith judgment, have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgage and the lessee thereunder agrees to attorn to cause Mortgage Borrower to Lender, (v) is written on the standard form of lease approved by Lender with modifications typically found in similar leases, and (vi) is not a Major Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 4.1.9(a) shall be subject to the prior approval of Lender, which approval shall not be unreasonably withheld. Notwithstanding anything contained to the contrary herein, service orders or licenses in the ordinary course of Mortgage Borrower’s business with existing Tenants for (i) additional power, interconnections, services and/or conditioning; (ii) racks, cages or cabinets (but not additional demised space) not exceeding 500 square feet; or (iii) additional riser space, conduit space or ancillary space not exceeding 500 square feet shall not constitute an amendment to Major Lease requiring Lender’s approval hereunder; provided, however, any such service order or license, in one instance or in aggregate, shall not have any Material Adverse Effect. At Lender’s request, Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection (a) together with Officer’s Certificate stating that Mortgage Borrower has satisfied all of the conditions of this Section 4.1.9(a).

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(b) Borrower (i) shall cause Mortgage Borrower to observe and perform, in all material respects, all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of any of the Leases as security for the Debt; (ii) shall cause Mortgage Borrower to promptly send copies to Lender of all notices of default or other material matters which Borrower shall send or receive with respect to the Leases; (iii) shall cause Mortgage Borrower to enforce in a commercially reasonable manner all of the material terms, covenants and conditions contained in the Leases upon the part of the tenant thereunder to be observed or performed (except for termination of a Major Lease which shall require Lender’s prior written approval); (iv) shall not permit Mortgage Borrower to collect any of the Rents more than one (1) month in advance (except Security Deposits shall not be deemed Rents collected in advance); (v) shall not permit Mortgage Borrower to execute any other assignment of the lessor’s interest in any of the Leases or the Rents; (vi) shall not permit Mortgage Borrower to consent to any assignment of or subletting under any Major Leases not in accordance with their terms, without the prior written consent of Lender; and (vii) any Lease termination or cancellation fees shall be paid to Lender and held in the Deposit Account.

(c) Borrower may permit Mortgage Borrower to, without the consent of Lender, amend, modify or waive the provisions of any Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease (including any guaranty, letter of credit or other credit support with respect thereto) provided that such Lease is not a Major Lease and that such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) does not have a Material Adverse Effect, and provided that such Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Agreement and the Mortgage Loan Agreement and any lease subordination agreement binding upon Mortgage Lender with respect to such Lease. A termination of a Lease (other than a Major Lease) with a tenant who is in default beyond applicable notice and grace periods shall not be considered an action which has a Material Adverse Effect. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this Section 4.1.9(c) shall be subject to the prior written approval of Lender, which shall not be unreasonably withheld, at Borrower’s reasonable expense not to exceed $500 in any instance. At Lender’s request, Borrower shall cause Mortgage Borrower to promptly deliver, or cause to be delivered, to Lender copies of all Leases, amendments, modifications and waivers which are entered into pursuant to this Section 4.1.9(c) together with Officer’s Certificate stating that all of the conditions of this Section 4.1.9(c) have been satisfied.

(d) Notwithstanding anything contained herein to the contrary, Borrower shall not permit Mortgage Borrower to, without the prior written consent of Lender, which consent shall not be unreasonably withheld, enter into, renew, extend, amend, modify, waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Major Lease or any instrument guaranteeing or providing credit support for any Major Lease.

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(e) Notwithstanding the provisions of this Section 4.1.9, to the extent that Lender’s prior written approval is required pursuant to this Section 4.1.9, Lender shall, with respect to new Leases and modifications, amendments or terminations of existing Leases, have ten (10) Business Days from receipt of such written request and any and all material or relevant information and documentation (including, inter alia, a breakdown of all costs thereof) relating thereto (collectively, the “Lease Request Package”) in which to furnish Lender’s approval or disapproval thereof, provided, such request to Lender is marked in bold, uppercase lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the request must be marked “PRIORITY”. In the event Lender fails to respond to the Lease Request Package within ten (10) Business Days after Lender’s receipt of the Lease Request Package, or with respect to a Major Lease, thereafter Borrower sends a second written request containing the following marked in bold, uppercase lettering: “YOUR FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT SHALL RESULT IN THE ENCLOSED MATERIALS BEING DEEMED APPROVED” requiring a response within five (5) Business Days of Lender’s receipt of such second written request, Lender shall be deemed to have approved or consented to such new Lease or such modification, amendment or termination of an existing Leases, or with respect to a Major Lease, if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period. As part of the Lease Request Package, Borrower shall be required to provide Lender with such information and documentation as may be reasonably required by Lender, including without limitation, lease comparables and other market information as reasonably required by Lender.

(f) Notwithstanding the leasing approval procedures set forth above, to facilitate Borrower’s leasing process, Borrower may cause Mortgage Borrower to present prospective leasing transactions to Lender prior to the negotiation of a final lease pursuant to the following procedures:

(i) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9, Borrower shall have the right to cause Mortgage Borrower to submit to Lender a summary term sheet of the proposed lease or a draft of the Lease, each including all material terms for the proposed lease including, without limitation, the identity of the tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Mortgage Borrower, and as supplemented by any additional information concerning such lease or tenant as may be reasonably requested by Lender (the “Lease Term Sheet”). Lender shall use commercially reasonable efforts to respond within ten (10) Business Days after Lender’s receipt of Mortgage Borrower’s or Borrower’s written request marked “Priority” (and containing a similar statement in bold, uppercase lettering as required under subsection (e) above) for approval or consent of the Lease Term Sheet and the delivery by Mortgage Borrower or Borrower of such other information and documentation reasonably requested by Lender in connection therewith. If Lender fails to respond to such request within ten (10) Business Days after receipt of such request and the delivery by Mortgage Borrower or Borrower of any other additional information or documentation reasonably requested by Lender in connection therewith, or with respect to a Major Lease, thereafter Mortgage

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Borrower or Borrower sends to Lender a second request marked “Priority” and containing a legend in bold, uppercase letters stating that Lender’s failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the Lease Term Sheet, or with respect to a Major Lease, if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period. If Lender approves or is deemed to have approved the Lease Term Sheet, Lender’s prior approval shall not be required for the final Lease, except to the extent such final Lease (A) deviates in any material respect from the terms set forth in the Lease Term Sheet or contains any material terms not set forth in the Lease Term Sheet and Lender determines in good faith that such deviation or new information shall materially or adversely affect either (1) Mortgage Borrower’s interest under the Lease or (2) Lender’s interest in this Agreement or the other Loan Documents, (B) if a draft lease had not been submitted to Lender, deviates in any material respect from the standard form of lease approved by Lender and Lender determines in good faith that such deviation shall materially or adversely affect either (1) Mortgage Borrower’s interest under the Lease or (2) Lender’s interest in this Agreement or the other Loan Documents or (C) is not fully executed within one hundred twenty (120) days after the Lease Term Sheet is approved or deemed approved. Borrower shall deliver to Lender a fully executed copy of the Lease within ten (10) days of the execution thereof; and

(ii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved Lease Term Sheet pursuant to subsection (f)(i) above, Lender shall use commercially reasonable efforts to respond within five (5) Business Days after Lender’s receipt of both (A) Mortgage Borrower or Borrower’s written request marked “Priority” (and containing a similar statement in bold, uppercase lettering as required under subsection (f)(i) above) for such approval or consent and (B) such other information and documentation as is material or relevant to the request or otherwise is reasonably requested by Lender. If Lender fails to respond to such request within such five (5) Business Day period, and thereafter Mortgage Borrower or Borrower sends a second request containing a legend in bold, uppercase letters stating that Lender’s failure to respond within a second five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender’s consent or approval was sought if Lender fails to respond to such second written request before the expiration of such second five (5) Business Day period, provided that there have been no material deviations from the Lease Term Sheet and that the aggregate economics of the transaction are no less favorable to Mortgage Borrower than as set forth in the Lease Term Sheet.]

4.1.10 Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (except tenant improvements under any Lease approved by Lender (Lender, subject to Lender’s reliance upon the truth, accuracy and completeness of Borrower’s representations set forth in Section 3.1.22 hereof, having approved of all Leases that exist as of the date hereof) or under any Lease for which approval was not required by Lender under this Agreement adversely affecting structural components of the Property, utilities, HVAC or the exterior of the building) (a) that may have a Material Adverse Effect on Borrower’s or Mortgage Borrower’s financial condition, the value of the Property or the ongoing revenues and

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expenses of the Property or (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval may be granted or withheld in Lender’s sole discretion. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, (ii) Letters of Credit (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases and (y) amounts actually deposited with Mortgage Lender by Mortgage Borrower as security with respect to such alterations pursuant to Section 4.1.10 of the Mortgage Loan Agreement.

4.1.11 Material Agreements. (a) Borrower shall and shall cause Mortgage Borrower to, (i) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under each Material Agreement and Operating Agreement to which it is a party, and do all things necessary to preserve and to keep unimpaired its rights thereunder, (ii) promptly notify Lender in writing of the giving of any notice of any default by any party under any Material Agreement and Operating Agreement of which it is aware and (iii) promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the other party under each Material Agreement and Operating Agreement to which it is a party in a commercially reasonable manner.

(b) Borrower shall not and shall cause Mortgage Borrower to not, without Lender’s prior written consent: (i) enter into, surrender or terminate any Material Agreement to which it is a party (unless the other party thereto is in material default and the termination of such agreement would be commercially reasonable), (ii) increase or consent to the increase of the amount of any charges under any Material Agreement to which it is a party, except as provided therein or on an arms’-length basis and commercially reasonable terms; or (iii) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Material Agreement to which it is a party in any material respect, except on an arms’-length basis and commercially reasonable terms.

4.1.12 Performance by Borrower. (a) Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by Borrower without the prior consent of Lender.

(b) Borrower shall cause Mortgage Borrower to in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document executed and delivered by Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Mortgage Loan Document executed and delivered by Mortgage Borrower without the prior consent of Lender.

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4.1.13 Costs of Enforcement/Remedying Defaults. In the event (a) the Note or any other Loan Document is put into the hands of an attorney for collection, suit or action (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Mortgage Borrower or Guarantor or an assignment by Borrower, Mortgage Borrower, Principal or Guarantor for the benefit of their respective creditors, or (d) Lender shall remedy or attempt to remedy any Event of Default hereunder, Borrower shall be chargeable with and agrees to pay all reasonable costs incurred by Lender as a result thereof, including costs of collection and defense (including reasonable attorneys’, experts’, consultants’ and witnesses’ fees and disbursements) in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable within ten (10) days on written demand, together with interest thereon from the date incurred by Lender at the Default Rate, and together with all required service or use taxes.

4.1.14 Business and Operations. Borrower shall cause Mortgage Borrower to continue to engage in the businesses currently conducted by it as and to the extent the same are necessary for the ownership and leasing of the Property. Borrower and Mortgage Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership and leasing of the related Property. Borrower shall cause Mortgage Borrower to at all times cause the Property to be maintained as a carrier hotel/telecommunications interconnection facility.

4.1.15 Loan Fees. Borrower shall pay all fees and costs (including, without limitation, all origination and commitment fees) required of Borrower pursuant to the terms of that certain term sheet (the “Term Sheet”) between Borrower and Lender dated December 12, 2006.

4.1.16 Intentionally Omitted.

4.1.17 Intentionally Omitted.

4.1.18 Intentionally Omitted.

4.1.19 Notice of Certain Events. Borrower shall give notice, or cause notice to be given, to Lender promptly upon the occurrence of:

(a) any Default, Mortgage Loan Default or Mortgage Loan Event of Default;

(b) any default or event of default under any Contractual Obligation of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Principal or Guarantor that could reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Borrower, Principal or Guarantor, which could reasonably be expected to have a Material Adverse Effect;

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(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mortgage Borrower, Principal or Guarantor which could reasonably be expected to have a Material Adverse Effect.

4.1.20 Further Assurances. Borrower shall, and shall cause Mortgage Borrower to, promptly (a) cure any defects in the execution and delivery of the Loan Documents or Mortgage Loan Documents, as applicable, and (b) execute and deliver, or cause to be executed and delivered, all such other documents, agreements and instruments as Lender may reasonably request to further evidence and more fully describe the collateral for the Loan, to correct any omissions in the Loan Documents or Mortgage Loan Documents, to perfect, protect or preserve any Liens created under any of the Loan Documents or Mortgage Loan Documents, or to make any recordings, file any notices, or obtain any consents, as may be necessary or appropriate in connection therewith. Borrower grants Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Lender under the Loan Documents, at law and in equity, including without limitation such rights and remedies available to Lender pursuant to Sections 10.2, 10.3, and 10.4.

4.1.21 Intentionally Omitted.

4.1.22 Principal Place of Business, State of Organization. Borrower shall not cause or permit any change to be made in its or Mortgage Borrower’s name, identity (including its trade name or names), place of organization or formation (as set forth in Section 3.1.1 hereof) of Borrower’s or Mortgage Borrower’s corporate, partnership or other structure unless Borrower or Mortgage Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement, the Mezzanine Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s structure, without first obtaining the prior consent of Lender. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, is the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower’s organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth in the introductory paragraph of this Agreement. Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number.

4.1.23 Special Distributions. On each date on which amounts are required to be disbursed to the Mezzanine Collection Account (as defined in the Cash Management Agreement) pursuant to the terms of the Cash Management Agreement or are required to be paid to Lender under any of the Loan Documents, Borrower shall exercise its rights under Mortgage Borrower

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Company Agreement to cause Mortgage Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine Collection Account or otherwise paid to Lender on such date.

4.1.24 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the Loan Documents (a) to cure a Mortgage Loan Default or Mortgage Loan Event of Default and (b) to satisfy any Liens, claims or judgments against the Property (except for Liens permitted by the Mortgage Loan Documents), in the case of either (a) or (b), unless Borrower or Mortgage Borrower shall be diligently pursuing remedies to cure to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mortgage Loan Default or Mortgage Loan Event of Default or satisfying any Liens, claims or judgments against the Property.

4.1.25 Mortgage Reserve Funds. Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Reserve Funds as more particularly set forth in Article VI of the Mortgage Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Reserve Funds, if any, subject to the prior rights of Mortgage Lender, and any and all monies now or hereafter deposited in each Mortgage Reserve Fund as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Borrower’s interest in the Mortgage Reserve Funds, if any, until expended or applied in accordance with the Mortgage Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Reserve Funds to the payment of the Debt in any order in its sole discretion.

4.1.26 Mortgage Borrower Covenants. Borrower shall cause Mortgage Borrower to comply with all obligations with which Mortgage Borrower has covenanted to comply under the Mortgage Loan Agreement and all other Mortgage Loan Documents (including, without limitation, those certain affirmative and negative covenants set forth in Article IV of the Mortgage Loan Agreement).

Section 4.2 Borrower Negative Covenants. Borrower covenants and agrees with Lender that:

4.2.1 Liens. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral except for Liens created by or permitted pursuant to the Loan Documents.

(b) Borrower shall not permit or cause Mortgage Borrower to create, incur, assume or suffer to exist any Lien on any portion of the Property or permit any such action to be taken, except: (i) Permitted Encumbrances; (ii) Liens created by or permitted pursuant to the Mortgage Loan Documents; and (iii) Liens for Taxes or Other Charges not yet due. Borrower shall obtain Lander’s consent for any Lien for which Mortgage Borrower is required to obtain Mortgage Lender’s consent under the Mortgage Loan Agreement.

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4.2.2 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower to (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) in the case of Borrower, engage in any business activity not related to the ownership of equity interests in Mortgage Borrower, (c) in the case of Mortgage Borrower, engage in any business activity not related to the ownership and operation of the Property, (d) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the property or assets of Borrower or Mortgage Borrower, as applicable, except to the extent expressly permitted by the Loan Documents or the Mortgage Loan Documents, or (e) cause, permit or suffer any SPC Party or Principal to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which such SPC Party would be dissolved, wound up or liquidated in whole or in part, or (ii) amend, modify, waive or terminate the certificate of incorporation or bylaws of such SPC Party, in each case without obtaining the prior consent of Lender.

4.2.3 Change in Business. Borrower shall not enter into any line of business other than the ownership of the Collateral. Borrower shall not permit Mortgage Borrower to enter into any line of business other than ownership and operations of the Property.

4.2.4 Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any claim or debt owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business. Borrower shall not permit Mortgage Borrower to cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance with the Mortgage Loan Documents) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business.

4.2.5 Affiliate Transactions. Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower or any of the partners of Borrower except in the ordinary course of business and on terms which are fully disclosed to Lender in advance and are no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party. Borrower shall not permit Mortgage Borrower to enter into, or be a party to, any transaction with an Affiliate of Mortgage Borrower or any of the partners of Mortgage Borrower except in the ordinary course of business and on terms which are fully disclosed to Lender in advance and are no less favorable to Mortgage Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

4.2.6 Zoning. Borrower shall not permit Mortgage Borrower to initiate or consent to any zoning reclassification of any portion of the Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of the 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, without the prior written consent of Lender.

4.2.7 Assets. Borrower shall not purchase or own any property other than the Collateral. Borrower shall not permit Mortgage Borrower to purchase or own any property other than the Property and any property necessary or incidental for the operation of the Property.

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4.2.8 No Joint Assessment. Borrower shall not permit Mortgage Borrower to suffer, permit or initiate the joint assessment of the Property (a) with any other real property constituting a tax lot separate from the Property, and (b) with any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Property.

4.2.9 Principal Place of Business. Borrower shall not change its principal place of business from the address set forth on the first page of this Agreement without first giving Lender thirty (30) days prior notice.

4.2.10 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

(b) Borrower shall deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its reasonable discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(A) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2);

(B) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2); or

(C) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or (e).

4.2.11 Material Agreements. Borrower shall not, and shall cause Mortgage Borrower to not, without Lender’s prior written consent: (a) enter into, surrender or terminate any Material Agreement or Operating Agreement to which it is a party (unless the other party thereto is in material default and the termination of such agreement would be commercially reasonable), (b) increase or consent to the increase of the amount of any charges under any Material Agreement or Operating Agreement to which it is a party, except as provided therein or on an arm’s-length basis and commercially reasonable terms; or (c) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Material Agreement or Operating Agreement to which it is a party in any material respect, except on an arms’-length basis and commercially reasonable terms.

4.2.12 Intentionally Omitted.

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4.2.13 Limitation on Securities Issuances. None of Borrower or any of its Subsidiaries shall issue any limited liability company or limited partnership interests or other securities other than those that have been issued as of the date hereof.

4.2.14 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members.

4.2.15 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:

(a) except as permitted by Lender herein (i) any refinance of the Mortgage Loan, (ii) any prepayment in full of the Mortgage Loan, (iii) any Transfer of the Property or any portion thereof or of any interest, direct or indirect, in Mortgage Borrower, or (iv) any action in connection with or in furtherance of the foregoing (including, but not limited to, any defeasance of the Mortgage Loan);

(b) creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property except for Permitted Encumbrances.

(c) any modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mortgage Loan Documents;

(d) approve the terms of any Annual Budget;

(e) the distribution to the partners, members or shareholders of Mortgage Borrower of property other than cash;

(f) except as set forth in an Approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, (ii) removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;

(g) any material change in the method of conduct of the business of Borrower or Mortgage Borrower (including the entering into of an operating lease with respect to all or any part of the Property), such consent to be given in the sole discretion of the Lender;

(h) the settlement of any claim against Borrower or Mortgage Borrower, other than a fully insured third party claim, in any amount greater than $1,000,000 (in the case of Borrower) or $1,000,000 (in the case of Mortgage Borrower), such consent to be given in the sole discretion of the Lender; or

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(i) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.

4.2.16 Contractual Obligations. Other than the Loan Documents, the Borrower Operating Agreement (and the initial limited liability company interests in Borrower issued pursuant thereto), and the Mortgage Borrower Company Agreements, neither Borrower nor any of its assets shall be subject to any Contractual Obligations, and Borrower shall not enter into any agreement, instrument or undertaking by which it or its assets are bound, except for such liabilities, not material in the aggregate, that are incidental to its activities as a limited partner or regular member, as applicable, of Mortgage Borrower.

4.2.17 Refinancing. Borrower shall not consent to or permit a refinancing of the Mortgage Loan unless it obtains the prior consent of Lender, provided that Lender shall consent to a refinancing in full of the Mortgage Loan if, after considering the following factors, Lender determines in its reasonable discretion that such factors have been satisfied:

(a) no Event of Default or event which with the giving of notice and/or lapse of time would constitute an Event of Default under this Agreement shall have occurred and be continuing;

(b) the new mortgage loan including, without limitation, any successive refinancing (“New Mortgage Loan”) shall have (A) an interest rate that is no higher than the current interest rate provided for under the Mortgage Loan (or in the event the Mortgage Loan is a floating rate loan, an interest rate that is benchmarked off the same index and with a spread over such index which is no greater than the then current spread applicable to the Mortgage Loan), as determined by Lender in its sole discretion (and shall provide for an interest rate cap substantially identical to the Interest Rate Protection Agreement (as defined in the Mortgage Loan Agreement), provided, however, that in connection with a permitted refinancing during the three (3) months prior to the Maturity Date the interest rate may be at the then prevailing market rate; (B) a principal balance that is no more than the balance of the Mortgage Loan on the date of the refinancing plus any advances made by the Mortgage Lender or the Servicer (as defined in the Mortgage Loan Agreement) in order to protect or preserve the Property (as defined in the Mortgage Loan Agreement) or the lien of the Mortgage Loan Documents on the Property; provided, however, that in connection with a permitted refinancing during the three (3) months prior to the Maturity Date, the principal balance may also include reasonable and customary closing costs; (C) if the New Mortgage Loan provides for amortization, amortization amounts not greater than that calculated on the basis of an equal monthly payment self liquidating twenty-nine (29) year loan using the initial interest rate for the permitted refinancing in question for such calculation; provided, however, that the amount of amortization may be greater than the amortization under the Mortgage Loan due to an increase in the principal balance as permitted under subsection (B) above; (D) a maturity date that is no earlier than that provided for under the Mortgage Loan at the time of the closing hereof; (E) no provisions providing for the payment of any additional interest, fees, participating interest or other similar equity feature; (F) no provision in which collateral not granted for the benefit of Mortgage Lender or otherwise encumbered with respect to the Mortgage Loan as of the date hereof is granted for the benefit of or with respect to the New Mortgage Loan; (G) no provision whereby the New Mortgage Loan is cross-defaulted with any other Indebtedness; (H) reserves substantially the same as those maintained under the

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Mortgage Loan and a cash management and lockbox arrangement substantially similar to that maintained under the Mortgage Loan; and (I) no provisions that prohibit the prepayment of the New Mortgage Loan from and after the Permitted Prepayment Date (as defined in the Mortgage Loan Agreement) without the payment of a prepayment premium or penalty that is greater than the prepayment premium or penalty required under the Mortgage Loan Agreement;

(c) the terms of the New Mortgage Loan shall permit the Loan, shall provide the same express rights to the Lender as the Mortgage Loan and shall not conflict with the terms of the Loan and the new mortgage lender shall enter into an intercreditor agreement with Lender no less favorable to Lender than the then existing intercreditor agreement;

(d) the Property may not be transferred in connection with such refinancing except pursuant to a Transfer made in accordance with Section 8.1 of this Agreement or the Mortgage Loan Agreement;

(e) Borrower shall pay all costs and expenses of Lender incurred in connection with any such refinancing, including, without limitation, reasonable fees and expenses of Lender’s counsel;

(f) Borrower shall execute and deliver such amendments to this Agreement and the other Loan Documents as Lender may request in connection with such New Mortgage Loan;

(g) Lender shall have received such settlement statements, pay-off letters, opinions and other documentation as it shall reasonably request in connection with such refinancing; and

(h) Lender shall have received at least thirty (30) days prior written notice of such refinancing.

Upon the satisfaction of the foregoing, Borrower may permit or consent to a refinancing of the Mortgage Loan, whereupon such New Mortgage Loan shall be deemed to be the Mortgage Loan as defined herein.

V. INSURANCE, CASUALTY AND CONDEMNATION

Section 5.1 Insurance.

5.1.1 Insurance Policies.

(a) Borrower shall cause Mortgagor Borrower to maintain at all times during the term of the Loan the insurance required under Section 5.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as an additional named insured under each of the insurance policies described in Sections 5.1.1(a)(ii), (v), (vii), (viii), (ix) and (x) of the Mortgage Loan Agreement and Lender shall be identified in each policy as follows: UBS Real Estate Securities, Inc., a Delaware corporation, its successors, assigns and participants as their respective interests

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may appear, as secured party. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear but subject to the terms of any intercreditor agreement between Lender and Mezzanine Lender, under the insurance policies required under Sections 5.1.1(a)(i), (iii), (iv) and (vi) of the Mortgage Loan Agreement and Lender shall be identified in each policy as follows: UBS Real Estate Securities Inc., a Delaware corporation, its successors, assigns and participants as their respective interests may appear, as secured party. Borrower shall also cause all insurance policies required under this Section 5.1 to provide for at least thirty (30) days prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder simultaneously with Mortgage Borrower’s provision of such evidence to Mortgage Lender.

(b) If at any time Lender is not in receipt of written evidence, after the expiration of applicable time periods described in the Mortgage Loan Agreement or after Lender’s written request for such evidence, that all insurance required hereunder is in full force and effect, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Lender in its reasonable discretion deems appropriate and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon written demand and until paid shall be secured by the Collateral and shall bear interest at the Default Rate.

Section 5.2 Casualty and Condemnation.

5.2.1 Casualty. If the Property shall sustain a Casualty, Borrower shall give prompt notice of such Casualty to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 5.3 of the Mortgage Loan Agreement, it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to, make proof of loss if not made promptly by Mortgage Borrower. In the event of a Casualty where the loss does not exceed Restoration Threshold, Borrower may permit Mortgage Borrower to settle and adjust such claim; provided that (a) no Event of Default or Mortgage Loan Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold or if an Event of Default or Mortgage Loan Event of Default then exists, Borrower may permit Mortgage Borrower to settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement.

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5.2.2 Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall cause Mortgage Borrower to deliver to Lender a copy of any and all papers served in connection with such proceedings. Borrower may permit Mortgage Borrower to settle and compromise the Condemnation only with prior written the consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof: Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall cause Mortgage Borrower to, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any such Condemnation. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until Net Liquidation Proceeds After Debt Service have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Net Liquidation Proceeds After Debt Service at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property and otherwise comply with the provisions of Section 5.3 of the Mortgage Loan Agreement.

5.2.3 Restoration. Borrower shall, or shall cause Mortgage Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 5.3 of the Mortgage Loan Agreement in connection with a restoration of the Property after a Casualty or Condemnation. If any portion of the Property is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property pursuant to Article V of the Mortgage Loan Agreement and otherwise comply with the provisions of Article V of the Mortgage Loan Agreement.

VI. RESERVE FUNDS

Section 6.1 Intentionally Omitted.

Section 6.2 Tax Funds.

6.2.1 Deposits of Tax Funds. On the Closing Date, Borrower shall deposit with Lender the amount of One Hundred Thirty Two Thousand Four Hundred Eighty Eight and 44/100 Dollars ($132,488.44) and shall be deposited on each Monthly Payment Date an amount equal to one-twelfth, of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate sufficient funds to pay all such Taxes at least ten (10) days prior to their respective due dates. Amounts deposited pursuant to this Section 6.2.1 are referred to herein as the “Tax Funds”. If at any time Lender reasonably determines that the Tax

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Funds will not be sufficient to pay the Taxes, Lender shall notify Borrower of such determination and the monthly deposits for Taxes shall be increased by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) days prior to the respective due dates for the Taxes; provided that if Borrower receives notice of any deficiency after the date that is ten (10) days prior to the date that Taxes are due, Borrower will deposit such amount within one (1) Business Day after its receipt of such notice.

6.2.2 Release of Tax Funds. Lender shall have the right to apply the Tax Funds to payments of Taxes. In making any payment relating to Taxes, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax Funds shall exceed the amounts due for Taxes, Lender shall, release all such excess Tax Funds to Borrower. Any Taxes paid by Lender from the Tax Funds shall be deemed to be a capital contribution from Borrower to Mortgage Borrower.

6.2.3 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax Funds under Section 6.2.1 above, to the extent Mortgage Borrower is required to and does make all required deposits to a tax escrow account under the Mortgage Loan. Within a reasonable period of time after Lender’s written request therefor, Borrower shall provide Lender with reasonable evidence that such deposits have been made that all Taxes have been paid.

Section 6.3 Insurance Funds.

6.3.1 Deposits of Insurance Funds. On the Closing Date, Borrower shall deposit with Lender the amount of Thirty Three Thousand Two Hundred Forty Three and 33/100 Dollars ($33,243.33) and shall be deposited on each Monthly Payment Date an amount equal to one-twelfth (1/12^th) of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies. Amounts deposited pursuant to this Section 6.3.1 are referred to herein as the “Insurance Funds”. If at any time Lender reasonably determines that the Insurance Funds will not be sufficient to pay the Insurance Premiums, Lender shall notify Borrower of such determination and the monthly deposits for Insurance Premiums shall be increased by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to expiration of the Policies.

6.3.2 Release of Insurance Funds. Lender shall have the right to apply the Insurance Funds to payment of Insurance Premiums. In making any payment relating to Insurance Premiums, Lender may do so according to any bill, statement or estimate procured from the insurer or its agent, without inquiry into the accuracy of such bill, statement or estimate. If the amount of the Insurance Funds shall exceed the amounts due for Insurance Premiums, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Insurance Funds. Any Insurance Funds remaining after the Debt has been paid in full shall be returned to Borrower. Any Insurance Premiums paid by Lender from the Insurance Funds shall be deemed to be a capital contribution from Borrower to Mortgage Borrower.

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6.3.3 Waiver of Insurance Escrow. Borrower shall be relieved of its obligation to make deposits of Insurance Funds under Section 6.3.1 above to the extent Mortgage Borrower is required to and does make all required deposits to an insurance escrow account under the Mortgage Loan. Within a reasonable period of time after Lender’s written request therefor, Borrower shall provide Lender with reasonable evidence such deposit have been made and that all Insurance Premiums have been paid.

Section 6.4 Intentionally Omitted.

Section 6.5 Rollover Funds.

6.5.1 Deposit of Rollover Funds. Borrower shall deposit with Lender on each Monthly Payment Date any early lease termination or cancellation fees or a similar cost paid by any terminating Tenant under any Major Lease following the date hereof. Amounts deposited pursuant to this Section 6.5.1 are referred to herein as the “Rollover Funds”.

6.5.2 Release of Rollover Funds. Lender shall direct Agent to disburse to Borrower the Rollover Funds as provided in this Section upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the amount requested, (b) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (c) Lender shall have reviewed and approved the proposed Lease or Leases for the space previously leased under the terminated Major Lease (the “Vacant Space”), (d) Lender shall have received an estoppel certificate from the applicable replacement Tenant stating that (i) all required work is complete and refunds are due Tenant pursuant to its Lease and (ii) such Tenant is in occupancy and paying full unabated rent (without any offset or credit) has taken possession of the demised premises and is open for business thereon, and (e) Lender shall have received such other evidence as Lender shall reasonably request. Provided that conditions (a) through (e) of this Section 6.5.2 have been satisfied, Rollover Funds shall be disbursed to Borrower on a pro rata basis as the rent stream under the terminated Major Lease is replaced by the rent stream of Lease or Leases of the Vacant Space (provided, however, such Rollover Funds shall be deposited in the Deposit Account upon an Event of Default or a Trigger Event). Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and any such disbursement must be in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made).

6.5.3 Waiver of Rollover Escrow. Borrower shall be relieved of its obligation to make deposits of Rollover Funds under Section 6.5.1 above to the extent Mortgage Borrower is required to and does make deposits to a lease termination or cancellation account under the Mortgage Loan. Within a reasonable period of time after Lender’s written request therefor, Borrower shall provide Lender with reasonable evidence the deposits of the Rollover Funds required under Section 6.5.1 of this Agreement have been made. Borrower shall make a capital

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contribution to Mortgage Borrower in an amount equal to any Rollover Funds disbursed to Borrower as and when such disbursements are made pursuant to Section 6.5.2 of this Agreement. Borrower shall cause Mortgage Borrower to pay the related lease termination or cancellation fees.

Section 6.6 Intentionally Omitted.

Section 6.7 Security Interest in Reserve Funds.

6.7.1 Grant of Security Interest. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Reserve Funds as additional security for the payment of the Loan. The Reserve Funds shall be held in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its sole discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Reserve Funds to the payment of the Loan in any order in its sole discretion. Until expended or applied as above provided, the Reserve Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Reserve Funds while any Event of Default or Default then exists. The Reserve Funds shall be held in an Eligible Account in Permitted Investments in accordance with the terms and provisions of this Agreement. Lender shall not be liable for any loss sustained on the investment of any funds constituting the Reserve Funds. Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Funds or the performance of the obligations for which the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

6.7.2 Income Taxes. Borrower shall report on its federal, state and local income tax returns all interest or income earned by Borrower on the applicable Reserve Funds.

6.7.3 Prohibition Against Further Encumbrance. Borrower shall not, without the prior consent of Lender, further pledge, assign or grant any security interest in the Reserve Funds or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.

6.7.4 Transfer of Reserve Funds under Mortgage Loan. If Mortgage Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement, which reserves or escrow accounts are required in accordance with the terms of this Article VI, or if the Mortgage Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement to be transferred to and deposited with Lender in accordance with the terms of this

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Article VI (and Borrower shall enter into a cash management and lockbox agreement for the benefit of Lender substantially similar to the arrangement entered into at the time of the closing of the Mortgage Loan), and, if any letters of credit have been substituted by Mortgage Borrower for any such reserves or escrows as may be specifically permitted by the Mortgage Loan Agreement, then Borrower shall also cause such letters of credit to be transferred to Lender to be held by Lender upon the same terms and provisions as set forth in the Mortgage Loan Agreement.

VII. PROPERTY MANAGEMENT

Section 7.1 The Management Agreement. Borrower shall cause Mortgage Borrower to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall cause Mortgage Borrower to (a) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed, (b) promptly notify Lender of any notice to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed, and (c) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, subject to Mortgage Lender’s rights under the Mortgage Loan Agreement, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall cause Mortgage Borrower to permit Lender, at Lender’s sole option, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed, provided that Lender shall have no obligation to do so.

Section 7.2 Prohibition Against Termination or Modification. Except as may be permitted pursuant to the Mortgage Loan Documents, Borrower shall not allow Mortgage Borrower to surrender, terminate, cancel, modify, renew, amend or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with any Manager or any other Persons, or consent to the assignment by any Manager of its interest under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager and/or management agreement such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender.

Section 7.3 Replacement of Manager. Lender shall have the right to require Borrower to cause Mortgage Borrower to replace the Manager with a Qualifying Manager upon

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the occurrence of any one or more of the following events: (a) at any time following the occurrence of an Event of Default and/or (b) if Manager shall be in default under the Management Agreement beyond any applicable notice and cure period or if at any time the Manager has engaged in gross negligence, fraud or willful misconduct and/or (c) if a receiver, liquidator or trustee shall be appointed for any Manager or any Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Manager, or if any proceeding for the dissolution or liquidation of any Manager shall be instituted. The rights of Lender (x) to approve any change in the Management Agreement, (y) to cause the termination of the existing Manager and (z) to cause the designation of a replacement manager shall be subject to any rights of the Mortgage Lender under the Mortgage Loan Documents to take such actions, and the satisfaction of any conditions set forth in the Mortgage Loan Documents relating to the appointment of a replacement manager. Borrower shall provide to Lender any request for action relating to a Manager, including for any change in the Management Agreement, any termination of the existing Manager or approval of a replacement manager, within five (5) Business Days of Borrower’s receipt thereof pursuant to the provisions of the Mortgage Borrower Company Agreement. In the event both Lender and Mortgage Lender shall have such rights relating to a Manager under the Loan Documents and Mortgage Loan Documents, respectively, Lender may exercise such rights, but only to the extent the Mortgage Lender shall not have previously exercised (or be deemed to have exercised) such rights.

VIII. PERMITTED TRANSFERS

Section 8.1 Transfer or Encumbrance of Property. (a) Without the prior written consent of Lender, Borrower shall not, and shall not permit any other Restricted Party to (i) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign the Property or the Collateral, any part thereof or any interest therein (including any partnership or any other ownership interest in Borrower or any other Restricted Party); (ii) further encumber, alienate, grant a Lien or grant any other interest in the Property, the Collateral or any part thereof (including any partnership or other ownership interest in Mortgage Borrower), whether voluntarily or involuntarily; (iii) enter into any easement or other agreement granting rights in or restricting the use or development of the Property or the Collateral; (iv) if any Restricted Party is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests; or (vi) the removal or the resignation of a Manager (including, without limitation, an Affiliated Manager) other than in accordance with Article VII hereof.

(b) As used in this Article VIII, “transfer” shall include (i) an installment sales agreement wherein Mortgage Borrower or Borrower agrees to sell the Property or the Collateral or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower or Restricted Party leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower or any other Restricted Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or

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indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; and (iv) if Borrower or any other Restricted Party is a limited or general partnership, joint venture or limited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venture or member.

(c) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon any “transfer” without Lender’s consent. This provision shall apply to every “transfer” regardless of whether voluntary or not, or whether or not Lender has consented to any previous transfer, in each case to the extent Lender’s consent is required hereunder.

(d) Lender’s consent to one transfer of the Property shall not be deemed to be a waiver of Lender’s right to require such consent to any future occurrence of same. Any transfer of the Property made in contravention of this paragraph shall be null and void and of no force and effect.

(e) Borrower agrees to bear and shall pay or reimburse Lender on written demand for all reasonable expenses (including, without limitation, reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and documentation of any transfer.

Section 8.2 Permitted Transfer. Notwithstanding the provisions of Section 8.1 hereof, provided that no Default or Event of Default shall have occurred and remain uncured, Lender’s consent shall not be required in connection with one or a series of Transfers, of up to forty-nine percent (49%) of the stock, the limited partnership interests or non-managing membership interests (as the case may be) in any Restricted Party (other than Guarantor); provided, however, no such Transfer shall result in the change of Control in a Restricted Party (other than Guarantor), and as a condition to each such Transfer, Lender shall receive not less than thirty (30) days prior notice of such proposed Transfer and copies of the documents transferring such interest and, if requested by Lender, evidence that the organizational structure of Borrower and each SPC Party remains in compliance with the covenants set forth in Section 3.1.24 hereof and the requirements of the Rating Agencies. If after giving effect to any such Transfer, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in a Restricted Party (other than Guarantor) are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in such Restricted Party as of the Closing Date, Borrower shall, no less than thirty (30) days prior to the effective date of any such Transfer, deliver to Lender an Additional Insolvency Opinion acceptable to Lender and the Rating Agencies. In addition, at all times, Guarantor must continue to Control Borrower, Mortgage Borrower, Principal, Guarantor and Affiliate Manager and own, directly or indirectly, at least a 50% legal and beneficial interest in Borrower, Mortgage Borrower, Principal and Affiliate Manager. All reasonable costs and expenses incurred by Lender in connection with the foregoing shall be payable by Borrower. Notwithstanding anything contained in this Section 8.2 to the contrary, a Sale or Pledge (other than the pledge of the Collateral pursuant to this Agreement) or issuance of any direct ownership interests in Mortgage Borrower shall not be permitted.

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IX. SALE AND SECURITIZATION OF LOAN

Section 9.1 Sale of Loan and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan or (iii) to securitize the Loan or any portion thereof in one or more private or public single-asset or pooled-loan securitizations. (The transactions referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “Secondary Market Transactions” and the transaction referred to in clause (iii) shall hereinafter be referred to as a “Securitization.” Any single- or multi-class certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”).

(b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to:

(i) provide, or cause Mortgage Borrower to provide, (A) updated financial and other information with respect to the Property, the business operated at the Property, Borrower, Mortgage Borrower and the Manager, (B) provide updated budgets relating to the Property or the Collateral and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property (the “Updated Information”), together with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies;

(ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and “true sale” or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Property or the Collateral, Mortgage Borrower, Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; provided, however, all legal costs, fees and expenses of such opinions shall be evenly split between Borrower and Lender and payable by each of Borrower and Lender of its respective fifty percent (50%);

(iii) attend management meetings and conduct tours of the Property;

(iv) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and

(v) execute such amendments to the Loan Documents and Borrower’s organizational documents reasonably requested by Lender, including, without limitation, the modification of all operative dates (including, without limitation, the Monthly Payment Date, the Determination Date, the Interest Period, and the Maturity Date) under the Loan Documents by up

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to ten (10) days (such modification a “Re-Dating”), the execution of one or more replacement loan agreements, as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate, Monthly Payment Date and amortization of the Loan), and modify the Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan; provided, however, any such amendments or agreements will not materially alter the payment terms set forth in this Agreement or the other Loan Documents or materially and adversely affect Borrower or impose additional material obligations or liabilities upon Borrower. In connection with a Securitization, Borrower shall cooperate with Lender to implement any Re-Dating (including obtaining a modification of any Interest Rate Cap Agreement), and to satisfy all requirements of each of the Rating Agencies with respect to the Loan and the Securitization as required by this Section 9.1. If Borrower shall fail to cooperate with Lender as set forth in this Section 9.1 within ten (10) Business Days of each initial request by Lender, Lender is hereby appointed as Borrower’s attorney in fact to execute any and all documents necessary to accomplish the Re-Dating, including, without limitation, obtaining a modification of any Interest Rate Cap Agreement. For purposes of this subsection (v), the phrase “initial request” shall mean the initial request made by Lender with respect to a particular issue with reasonable specificity and shall include all related issues arising directly or logically therefrom such that issues arising directly or logically therefrom shall not serve to extend the ten (10) Business Day deadline imposed pursuant to this subsection (v)

(c) If, at any time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Property collectively, will be a Significant Obligor, Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(1) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than seventy-five (75) days

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after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, Borrower shall furnish to Lender financial data and/or financial statements for any tenant of the Property if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor.

Section 9.2 Securitization Indemnification. (a) Borrower understands that information provided to Lender by Borrower and its agents, counsel and representatives may be included in disclosure documents in connection with the Securitization, including, without limitation, an offering circular, a prospectus, prospectus supplement, private placement memorandum or other offering document (each, a “Disclosure Document”) and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and may be made available to investors or prospective investors in the Securities (or any class thereof), the Rating Agencies, and service providers relating to the Securitization.

(b) Borrower shall provide in connection with each of (i) a preliminary and a final private placement memorandum or (ii) a preliminary and final prospectus or prospectus supplement, as applicable, an agreement (A) certifying that Borrower has examined such Disclosure Documents specified by Lender and that each such Disclosure Document, as it relates to Borrower, Mortgage Borrower, Borrower Affiliates, the Property, the Collateral, Manager and all other aspects of the Loan, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) indemnifying Lender (and for purposes of this Section 9.2, Lender hereunder shall include its officers and directors), the Affiliate of Lender that has filed the registration statement relating to the Securitization (the “Registration Statement”), each of its directors, each of its officers who have signed the Registration Statement and each Person that controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Lender Group”), and Lender, and any other placement agent or underwriter with respect to the Securitization, each of their respective directors and each Person who controls Lender or any other placement agent or underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which Lender, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the Lender Group and/or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender Group and the Underwriter Group in connection with investigating or defending the Liabilities; provided, however, that Borrower will

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be liable in any such case under clauses (B) or (C) above only to the extent that any such loss claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without limitation, financial statements of Borrower, operating statements and rent rolls with respect to the Property. This indemnity agreement will be in addition to any liability which Borrower may otherwise have.

(c) In connection with Exchange Act Filings, Borrower shall (i) indemnify Lender, the Lender Group and the Underwriter Group for Liabilities to which Lender, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon the omission or alleged omission to state in the Disclosure Document a material fact required to be stated in the Disclosure Document in order to make the statements in the Disclosure Document, in light of the circumstances under which they were made, not misleading and (ii) reimburse Lender, the Lender Group or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender Group or the Underwriter Group in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an indemnified party under this Section 9.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9.2, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the indemnifying party. In the event that any action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. After written notice from the indemnifying party to such indemnified party under this Section 9.2, such indemnified party shall pay for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party at the cost of the indemnifying party. The indemnifying party shall not be liable for the expenses of more than one separate counsel unless an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another indemnified party.

(e) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 9.2(b) or (c) is for any reason held to be unenforceable as to an indemnified party in respect of any losses, claims, damages or liabilities

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(or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section 9.2(b) or (c), the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages or liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i) Lender’s and Borrower’s relative knowledge and access to information concerning the matter with respect to which the claim was asserted; (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. Lender and Borrower hereby agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation.

(f) The liabilities and obligations of both Borrower and Lender under this Section 9.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

(g) Notwithstanding anything contained in this Article IX, Borrower agrees to act in a commercially reasonable manner with respect to requests made by Lender or any Rating Agency in a Secondary Market Transaction; provided, however, all costs, fees and expenses of such Secondary Market Transaction (other than legal costs, fees and expenses of Borrower) shall be the sole responsibility of Lender.

X. DEFAULTS

Section 10.1 Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if any portion of the Debt is not paid when due;

(ii) if any of the Taxes or Other Charges are not paid within five (5) days following notice to Borrower that the same are due and payable;

(iii) if the Policies are not kept in full force and effect or if certified copies of the Policies are not delivered to Lender upon request;

(iv) if Borrower breaches or permits or suffers a breach of Article 6 of the Mortgage or the Pledge Agreement;

(v) if any representation or warranty made by Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made; provided, however, that if Borrower did not have knowledge at the time of representation or warranty that such representation or warranty was false or misleading in any material respect and the same is susceptible of being cured, Borrower shall have the right to cure such representation or warranty within a period of thirty (30) days after written notice to Borrower from Lender;

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(vi) if Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor shall make an assignment for the benefit of creditors;

(vii) if Borrower or Mortgage Borrower or Guarantor fails or admits its inability to pay debts generally as they become due;

(viii) if a receiver, liquidator or trustee shall be appointed for Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor or if Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, Mortgage Borrower, Principal, any SPC Party or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Mortgage Borrower, Principal and SPC Party or Guarantor, upon the same not being discharged, stayed or dismissed within thirty (30) days or if an order for relief is entered;

(ix) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(x) Intentionally Omitted;

(xi) if any of the assumptions contained in the Insolvency Opinion, or in any other non-consolidation opinion delivered to Lender in connection with the Loan, or in any other non-consolidation delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; provided, however, such untrue assumption shall not constitute an Event of Default if (A) such untrue assumption was immaterial and such breach must be susceptible of cure, (B) Borrower corrects such untrue assumption within 30 days of notice from Lender and (C) Borrower or Mortgage Borrower delivers to Lender within such 30-day period opinions of counsel acceptable to Lender and Rating Agencies to the effect that such untrue assumption shall not negate or impair the opinions contained in the substantive non-consolidation opinion letter delivered to Lender at closing of the Loan;

(xii) if Borrower or Mortgage Borrower breaches any representation, warranty or covenant contained in Section 3.1.24 hereof; provided, however, such breach of any representation, warranty or covenant contained in Section 3.1.24 hereof shall not constitute an Event of Default if (A) such breach was immaterial and such breach must be susceptible of cure, (B) Borrower or Mortgage Borrower corrects such breach within 30 days of notice from Lender and (C) if requested by Lender upon its determination that such breach might be considered by a court as a factor in the court’s finding for a consolidation of the assets of Borrower with the assets of another person or entity, Borrower delivers to Lender within such 30-day period opinions of counsel acceptable to lender and Rating Agencies to the effect that such breach shall not negate or impair the opinions contained in the substantive non-consolidation opinion letter delivered to Lender at closing of the Loan;

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(xiii) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement entered into pursuant to Article VII hereof, and if such default permits the Manager thereunder to terminate or cancel the Management Agreement;

(xiv) if Borrower shall continue to be in Default under any of the terms, covenants or conditions of Section 9.1 hereof, or fails to cooperate with Lender in connection with a Securitization pursuant to the provisions of Section 9.1 hereof, for five (5) Business Days after notice to Borrower from Lender;

(xv) if Borrower fails to obtain or maintain an Interest Rate Protection Agreement or replacement thereof in accordance with Section 2.5 hereof;

(xvi) if there is any breach of any representation, warranty or covenant contained in Section 4 of the Pledge Agreement;

(xvii) Intentionally Omitted;

(xviii) if Borrower breaches any of its obligations under Section 2.4.5 hereof:

(xix) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xviii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed sixty (60) days;

(xx) if there shall be a Default under any of the other Loan Documents beyond any applicable cure periods contained in such Loan Documents, whether as to Borrower, Mortgage Borrower, the Collateral or the Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xxi) if Guarantor shall, at any time, fail to maintain the Required Net Worth;

(xxii) if (A) this Agreement, the Note or any other Loan Document shall, in whole or in part, terminate, cease to be effective or cease to be a legally valid, binding and enforceable obligation of Borrower; (B) Borrower or any Subsidiary of Borrower shall take any action in connection therewith or in furtherance thereof; or (C) any party to any Loan Document (other than the Lender) shall assert in writing that such document has ceased to be in full force and effect; or (D) the Liens created pursuant to any Loan Document shall cease to be a fully perfected enforceable first priority security interest or any portion of the Collateral is Transferred without Lender’s prior written consent; or

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(xxiii) a Mortgage Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in Section 10.1(a)(vi), (vii) or (viii) above) and at any time thereafter Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and any or all of the Collateral and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in Section 10.1(a)(vi), (vii) or (viii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 10.2 Remedies. (a) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) Lender shall have the right from time to time to partially foreclose the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral or part thereof to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Pledge Agreement as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral or part thereof shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Loan Documents and not previously recovered

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(c) Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

Section 10.3 Right to Cure Defaults. Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Lender is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 10.3, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefore.

Section 10.4 Remedies Cumulative. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from

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time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

Section 10.5 Power of Attorney. For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this subsection, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower. This power of attorney is a power coupled with an interest and cannot be revoked.

XI. MISCELLANEOUS

Section 11.1 Successors and Assigns. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 11.2 Lender’s Discretion. Whenever pursuant to this Agreement Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Prior to a Securitization, whenever pursuant to this Agreement the Rating Agencies are given any right to approve or disapprove, or any arrangement or term is to be satisfactory to the Rating Agencies, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory, based upon Lender’s determination of Rating Agency criteria, shall be substituted therefore.

Section 11.3 Governing Law. (A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE COLLATERAL IS LOCATED, IT BEING UNDERSTOOD THAT, TO

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THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

J. Todd Raymond

c/o The tel^X Group, Inc.

17 State Street, 33^rd Floor

New York, New York 10004

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK, BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

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Section 11.4 Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

Section 11.5 Delay Not a Waiver. Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Loan Document, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount. Lender shall have the right to waive or reduce any time periods that Lender is entitled to under the Loan Documents in its sole and absolute discretion.

Section 11.6 Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted, or desired to be given hereunder shall be in writing sent by telefax (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 11.6. Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by telefax if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows::

If to Lender:	UBS Real Estate Securities Inc. 1285 Avenue of the Americas New York, New York 10019 Attention: Jeffrey N. Lavine Facsimile No.: (212) 713-4062
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666

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If to Borrower:	CP Atlanta, LLC
	c/o The telx Group Inc. 17 State Street, 33rd Floor New York, New York 10004 Attention: J. Todd Raymond, CEO Facsimile No.: (212) 480-8384
with a copy to:	GI Partners 2180 Sand Hill Road, Suite 210 Menlo Park, California 94025 Attention: Eric Harrison Facsimile No.: (650) 233-3601
with a copy to:	Paul, Hastings, Janofsky & Walker LLP 695 Town Center Drive, 17th Floor Costa Mesa, California 92626 Attention: Todd C. Coop, Esq. Facsimile No.: (714) 668-6311

Section 11.7 Trial by Jury. BORROWER AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 11.8 Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 11.9 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 11.10 Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other

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party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

Section 11.11 Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 11.12 Remedies of Borrower. In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where, by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedy shall be limited to commencing an action seeking injunctive relief or declaratory judgment. Any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 11.13 Expenses; Indemnity. (a) Except as specifically provided herein, (a) Borrower shall pay or, if Borrower fails to pay, reimburse Lender upon receipt of notice from Lender, for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Collateral, or any other security given for the Loan; and (vi) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Collateral or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by

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reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any costs due and payable to Lender may be paid to Lender pursuant to this Agreement and the other Loan Documents.

(b) Borrower shall indemnify, defend and hold harmless Lender and its officers, directors, agents, employees (and the successors and assigns of the foregoing) (the “Lender Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Lender Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Lender Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Lender Indemnitees in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of the Lender Indemnitees. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Lender Indemnitees.

Section 11.14 Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 11.15 Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 11.16 No Joint Venture or Partnership; No Third Party Beneficiaries. (a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender.

(b) This Agreement and the other Loan Documents are solely for the benefit of Lender and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the

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obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan 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 or all of which maybe freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

Section 11.17 Publicity. All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender or any of its Affiliates shall be subject to the prior written approval of Lender. Borrower authorizes Lender to issue press releases, advertisements and other promotional materials in connection with Lender’s own promotional and marketing activities, including in connection with a Secondary Market Transaction, and such materials may describe the Loan in general terms or in detail and Lender’s participation therein in the Loan. All references to Lender contained in any press release, advertisement or promotional material issued by Borrower shall be approved in writing by Lender in advance of issuance.

Section 11.18 Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s members and others with interests in Borrower, and of the Collateral, and shall not assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Collateral in preference to every other claimant whatsoever.

Section 11.19 Waiver of Offsets/Defenses/Counterclaims. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower is obligated to make under any of the Loan Documents.

Section 11.20 Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by

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virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

Section 11.21 Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than CBRE Melody (“Broker”). Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person other than Broker that such Person acted on behalf of Borrower or arising from a claim by any Person (including Broker) that such Person acted on behalf of Lender in connection with the transactions contemplated herein. The provisions of this Section 11.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 11.22 Exculpation. Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Property, the Rents, or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Mortgage or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with and Borrower shall be personally liable for the following:

(i) fraud or intentional misrepresentation by Borrower or any guarantor in connection with the Loan;

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(ii) the gross negligence or willful misconduct of Borrower or Mortgage Borrower;

(iii) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto in such document;

(iv) Intentionally Omitted;

(v) the misapplication or conversion by Mortgage Borrower or Borrower of (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of the Property, (C) any Net Liquidation Proceeds After Debt Service or other amount due to Lender, (D) any Rents or Revenues following an Event of Default, (E) any Rents collected for more than one month in advance to the extent such Rents or any other payments in respect of the Leases and other income of the Property or any other collateral are not applied to the costs of maintenance and operation of the Property and to the payment of taxes, lien claims, insurance premiums, Debt Service and other amounts due under the Loan Documents or (F) any distributions or other payments made in connection with any part of the Collateral;

(vi) Intentionally Omitted;

(vii) any security deposits, advance deposits or any other deposits collected with respect to the Property which are not delivered to Lender upon a foreclosure of the Property or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) Borrower’s indemnification of Lender set forth in Section 9.2 hereof;

(ix) Borrower’s failure to maintain or cause to be maintained insurance as required by this Agreement or to pay or cause to be paid any taxes or assessments affecting the Property;

(x) Intentionally Omitted;

(xi) any intentional failure of Borrower, Mortgage Borrower or SPC Party to maintain its status as a single purpose entity as required by, and in accordance with, the terms hereof;

(xii) the breach of any representation, warranty or covenant in Section 3.1.24 or in Section 4 of the Pledge Agreement; or if any statement in Section 3.1.24(a) and (c) shall have been untrue in any material respect when made; or

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(xiii) Borrower’s failure to obtain Lender’s prior consent to any Indebtedness or voluntary Lien encumbering the Property or the Collateral.

Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender may have under Section 506(a), 506(b), 1111(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrower in the event that: (i) the first full monthly payment of interest under the Note is not paid when due; (ii) Borrower or Mortgage Borrower fails to maintain its status as a single purpose entity upon the request of Lender after an Event of Default; (iii) Borrower or Mortgage Borrower fails to obtain Lender’s prior consent to any subordinate financing or other voluntary Lien encumbering the Property or the Collateral; (iv) Borrower fails to obtain Lender’s prior consent to any assignment, transfer, or conveyance of the Collateral or any interest therein or the Property or any interest therein as required by the Pledge Agreement or this Agreement; (v) Borrower or Mortgage Borrower files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (vi) an Affiliate, officer, director, or representative which controls, directly or indirectly, Borrower or Mortgage Borrower files, or joins in the filing of, an involuntary petition against Borrower or Mortgage Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower or Mortgage Borrower from any Person; (vii) Borrower or Mortgage Borrower files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (viii) any Affiliate, officer, director, or representative which controls Borrower or Mortgage Borrower consents to or acquiesces in or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower or Mortgage Borrower or any portion of the Property or any portion of the Collateral; or (ix) Borrower or Mortgage Borrower makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

Section 11.23 Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the term sheet letter dated December 12, 2006 (as amended) between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 11.24 Servicer. (a) At the option of Lender, the Loan may be serviced by a servicer (the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement (the “Servicing Agreement”) between Lender and Servicer. Borrower shall be responsible for any reasonable set-up fees or any other initial costs and the monthly or annual servicing fee arising under the Servicing Agreement (such monthly or annual servicing fee not to exceed an aggregate amount equal to one basis point (0.01%) of the original principal amount of the Loan). Servicer shall, however, be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under the applicable provisions of this Agreement and the other Loan Documents.

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(b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower pursuant to the provisions of this Agreement, the Note and the other Loan Documents.

(c) Provided Borrower shall have been given notice of Servicer’s address by Lender, Borrower shall deliver to Servicer duplicate originals of all notices and other instruments which Borrower may or shall be required to deliver to Lender pursuant to this Agreement, the Note and the other Loan Documents (and no delivery of such notices or other instruments by Borrower shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Section 11.25 Joint and Several Liability. If more than one Person has executed this Agreement as “Borrower,” the representations, covenants, warranties and obligations of all such Persons hereunder shall be joint and several.

Section 11.26 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

Section 11.27 Assignments and Participations. (a) Lender may assign to one or more Persons all or a portion of its rights and obligations under this Loan Agreement.

(b) Upon such execution and delivery, from and after the effective date specified in such Assignment and Acceptance, the assignee thereunder shall be a party hereto and have the rights and obligations of Lender hereunder.

(c) Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 11.27, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to Borrower or any of its Affiliates or to any aspect of the Loan that has been furnished to the Lender by or on behalf of the Borrower or any of its Affiliates.

Section 11.28 Set-Off. In addition to any rights and remedies of Lender provided by this Loan Agreement and by law, the Lender shall have the right, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender or any Affiliate thereof to or for the credit or the account of Borrower. Lender agrees promptly to notify Borrower after any such set-off and application made by Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

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Section 11.29 Reallocation of Loan Amounts.

(a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time prior to Securitization to reallocate the amount of the Loan, the Mezzanine B Loan and the Mortgage Loan provided that (i) the aggregate principal amount of the Loan, the Mezzanine B Loan and the Mortgage Loan immediately following such reallocation shall equal the outstanding principal balance of the Loan, the Mezzanine B Loan and the Mortgage Loan immediately prior to such reallocation and (ii) the weighted average interest rate of the Loan, the Mezzanine B Loan and the Mortgage Loan immediately following such reallocation shall equal the weighted average interest rate which was applicable to the Loan, the Mezzanine B Loan and the Mortgage Loan immediately prior to such reallocation. At Borrower’s sole cost and expense (including, without limitation, Lender’s attorneys fees and costs), Borrower shall cooperate with all reasonable requests of Lender in order to reallocate the amount of the Loan, the Mezzanine B Loan and the Mortgage Loan and shall execute and deliver such documents as shall reasonably be required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender and satisfactory to any Rating Agency. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. Borrower shall pay all costs and expenses in connection with the reallocation of the Loan, the Mezzanine B Loan and the Mortgage Loan and all requirements relating thereto.

(b) It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 11.29 after expiration of ten (10) Business Days of notice thereof.

Section 11.30 Mezzanine Loan Option.

(a) Lender shall have the right at any time to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”; together with the Loan and the Mezzanine B Loan, collectively, the “Mezzanine Loans”). The principal amount of the Loan plus the principal amount of the Mezzanine Loans shall equal the outstanding principal balance of the Loan and the Mezzanine B Loan immediately prior to the creation of any New Mezzanine Loan(s). The Loan and the Mezzanine Loans will be on the same terms and subject to the same conditions set forth in this Agreement, the Note, the Pledge Agreement and the other Loan Documents except as follows:

(i) Lender shall have the right to establish different interest rates and debt service payments for the Loan and the Mezzanine Loans and to require the payment of the Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the Loan and the Mezzanine Loans shall equal the amount of the Loan immediately prior to the creation of any New Mezzanine Loan, and (ii) the initial weighted average spread of the Loan and any Mezzanine Loan following such reallocation, modification or change shall equal the weighted average spread in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan.

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(ii) The borrower of a New Mezzanine Loan (the “New Mezzanine Borrower”) shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of Borrower. The security for a New Mezzanine Loan shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in Borrower.

(iii) Borrower, Mezzanine B Borrower and any New Mezzanine Borrower shall cooperate with all reasonable requests of Lender in order to create any New Mezzanine Loan(s) and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation opinions and the modification of organizational documents and loan documents. In the event Borrower, Mezzanine B Borrower and/or New Mezzanine Borrower fail to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower, Mezzanine B Borrower and/or New Mezzanine Borrower, as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower, Mezzanine B Borrower and/or New Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. Borrower, Mezzanine B Borrower and New Mezzanine Borrower shall pay all costs and expenses in connection with the creation of any New Mezzanine Loan and all requirements relating thereto.

(iv) It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower, Mezzanine Borrower or any New Mezzanine Borrower fails to comply with any of the terms, covenants or conditions of this Section 11.30 within ten (10) Business Days of notice thereof.

(b) Notwithstanding anything to the contrary contained herein, Lender shall have the right to allocate the Optional Repayment to the Loan, the Mezzanine B Loan and any New Mezzanine Loan(s) in such order of priority as maybe designated by Lender in its sole discretion.

(c) Notwithstanding anything to the contrary contained in this Section 11.30, all costs, fees and expenses in connection with this Section 11.30 shall be the sole responsibility of Lender; provided, however, Borrower shall be solely responsible for all legal costs, fees and expenses incurred by Borrower.

Section 11.31 Approvals; Third Parties; Conditions. All approval rights retained or exercised by Lender with respect to Leases, contracts, plans, studies and other matters are solely to facilitate Lender’s credit underwriting, and shall not be deemed or construed as a determination that Lender has passed on the adequacy thereof for any other purpose and may not be relied upon by Borrower or any other Person. This Agreement is for the sole and exclusive use of Lender and Borrower and may not be enforced, nor relied upon, by any Person other than Lender and Borrower. All conditions of the obligations of Lender hereunder, including the obligation to make advances, if any, are imposed solely and exclusively for the benefit of

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Lender, its successors and assigns, and no other Person shall have standing to require satisfaction of such conditions or be entitled to assume that Lender will refuse to make advances in the absence of strict compliance with any or all of such conditions, 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 Lender at any time in Lender’s sole discretion.

Section 11.32 Limitation on Liability of Lender’s Officers, Employees, etc. Any obligation or liability whatsoever of Lender which may arise at any time under this Agreement or any other Loan Document shall be satisfied, if at all, out of Lender’s interest in the Property only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of Lender’s shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.

Section 11.33 Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times and upon reasonable advance notice;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property).

The rights described above in this Section 11.33 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

LENDER:
UBS REAL ESTATE SECURITIES INC., a Delaware Corporation
By:	/s/ Jonathan Chassin
	Name:	Jonathan Chassin
	Title:	Director
By:	/s/ Henry Chung
	Name:	Henry Chung
	Title:	Director

BORROWER:
CP ATLANTA, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
	Name:	J. Todd Raymond
	Title:	President and Secretary

EX-10.26

Exhibit 10.26

FIRST AMENDMENT TO AMENDED AND

RESTATED MEZZANINE A LOAN AGREEMENT

Dated as of December 19, 2007

By and Among

CP ATLANTA, LLC,

as Borrower,

and

UBS REAL ESTATE SECURITIES INC.,

as Lender

FIRST AMENDMENT TO AMENDED AND RESTATED

MEZZANINE A LOAN AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED MEZZANINE A LOAN AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Amendment”) is executed as of December 19, 2007 by and among CP ATLANTA, LLC, a Delaware limited liability company, having an address at c/o The telx Group, Inc., 17 State Street, 33rd Floor, New York, New York 10004 (“Borrower”) and UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, Lender”).

WITNESSETH:

WHEREAS, pursuant to that certain Amended and Restated Mezzanine A Loan Agreement, dated as of August 10, 2007, among Borrower and Lender (together with all extensions, renewals, modifications, substitutions and amendments thereof, the “Loan Agreement”), Lender has made a mezzanine loan to Borrower in the original principal amount of $10,000,000.00 (the “Loan”); and

WHEREAS, Borrower and Lender have agreed to amend certain terms of the Loan Agreement as more particularly set forth in this Amendment.

NOW THEREFORE, in consideration of the foregoing and of other goods and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

ARTICLE I AMENDED LOAN PROVISIONS

1.1. Revised Definitions.

(a) From and after the date hereof, the definition of the term “Spread” is deleted in its entirety and shall be replaced with the following:

“Spread” shall mean 450 basis points.

ARTICLE II. MISCELLANEOUS

2.1 As specifically modified and amended herein, all terms, conditions and covenants contained in the Loan Agreement shall remain in full force and effect.

2.2 All references in the Loan Documents to the Loan Agreement shall mean the Loan Agreement as hereby modified and as it may be further amended, restated, replaced, supplemented or otherwise modified from time to time.

2.3 Unless otherwise defined in this Amendment, terms defined in the Loan Agreement or in any of the other Loan Documents shall have their defined meanings when used herein.

2.4 Borrower hereby certifies to Lender that all of the representations and warranties of Borrower set forth in Article III of the Loan Agreement are true and correct in all material respects as of the date hereof. All of the representations, warranties, covenants and other terms and provisions of the Note and the other Loan Documents, as modified hereby, including, without limitation, all defined terms and granting clauses, shall be applicable from and after the date hereof with the same force and effect as if the same had originally been included in the Note and the other Loan Documents. The Loan Documents, except as specifically modified by this Amendment, remain unmodified and, as so modified, are in full force and effect.

2.5 This Amendment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart.

2.6 This Amendment shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and assigns.

2.7 This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflict laws and any applicable law of the United States of America.

2.8 This Amendment contains the entire agreement of the parties hereto in respect of the matters contemplated hereby.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.

BORROWER:
CP ATLANTA, LLC, a Delaware limited liability company
By:	/s/ Chris Downie
Name:	Chris Downie
Title:	CFO

[SIGNATURES CONTINUE ON FOLLOWING PAGE]

LENDER:
UBS REAL ESTATE SECURITIES INC., a Delaware corporation
By:
	Name:
	Title:
By:
	Name:
	Title:

ACKNOWLEDGED AND AGREED TO BY

THE TEL^X GROUP, INC. AS FOLLOWS:

In connection with the transactions contemplated by the Loan Agreement, The tel^x Group, Inc.(“Guarantor”) executed and delivered, for the benefit of Lender that certain Amended and Restated Mezzanine A Guaranty of Recourse Obligations, dated as of August 10, 2007 (“Guaranty”).

Guarantor hereby agrees and confirms that this Amendment and the modification of the other Loan Documents pursuant to this Amendment shall not in any manner reduce and/or affect its obligations as Guarantor pursuant to the terms and provisions of the Guarantees. Guarantor hereby reaffirms and ratifies the Guaranty in its entirety and agrees that, notwithstanding the modification of the Loan Agreement pursuant to this Amendment, the Guaranty remains in full force and effect. Guarantor, to its actual knowledge, hereby represents, warrants and covenants that there are no offsets, counterclaims or defenses against any of its indebtedness or applicable obligations under the Loan Documents.

GUARANTOR:
THE TELX GROUP, INC., a Delaware corporation
By:	/s/ Chris Downie
Name:	Chris Downie
Title:	CFO

EX-10.27

Exhibit 10.27

MEZZANINE B LOAN AGREEMENT

Dated as of August 10, 2007

Between

CP ATLANTA II, LLC,

as Borrower

and

UBS REAL ESTATE SECURITIES INC.,

as Lender

TABLE OF CONTENTS

		Page
I.       DEFINITIONS; PRINCIPLES OF CONSTRUCTION
Section 1.1	Definitions	2
Section 1.2	Principles of Construction	22
II.     THE LOAN
Section 2.1	The Loan	23
2.1.1	Agreement to Lend and Borrow	23
2.1.2	Single Disbursement to Borrower	23
2.1.3	The Note	23
2.1.4	Use of Proceeds	23
Section 2.2	Interest Rate	23
2.2.1	Applicable Interest Rate	23
2.2.2	Interest Calculation	23
2.2.3	Determination of Interest Rate	23
2.2.4	Usury Savings	26
Section 2.3	Loan Payments	26
2.3.1	Payment Before Maturity Date	27
2.3.2	Payment on Maturity Date	27
2.3.3	Interest Rate after Default	27
2.3.4	Late Payment Charge	28
2.3.5	Method and Place of Payment	28
Section 2.4	Prepayments	28
2.4.1	Voluntary Prepayments	28
2.4.2	Liquidation Events	29
2.4.3	Mandatory Prepayments	30
2.4.4	Prepayments After Default	30
2.4.5	Optional Repayment	30
Section 2.5	Interest Rate Cap	31
III.    REPRESENTATIONS AND WARRANTIES
Section 3.1	Borrower Representations	32
3.1.1	Organization	32
3.1.2	Proceedings	32
3.1.3	No Conflicts	32
3.1.4	Litigation	33
3.1.5	Agreements	33
3.1.6	Consents	33
3.1.7	Title	33

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3.1.8	No Plan Assets	34
3.1.9	Compliance	34
3.1.10	Financial Information	34
3.1.11	Condemnation	35
3.1.12	Intentionally Omitted	35
3.1.13	Intentionally Omitted	35
3.1.14	Intentionally Omitted	35
3.1.15	Enforceability	35
3.1.16	Intentionally Omitted	35
3.1.17	Insurance	35
3.1.18	No Contractual Obligations	35
3.1.19	Subsidiaries	35
3.1.20	Mortgage Loan Representations and Warranties	36
3.1.21	Mezzanine Loan Representations and Warranties	36
3.1.22	Leases	36
3.1.23	Filing and Recording Taxes	36
3.1.24	Single Purpose	37
3.1.25	Tax Filings	44
3.1.26	Solvency	44
3.1.27	Federal Reserve Regulations	44
3.1.28	Organizational Chart	45
3.1.29	Bank Holding Company	45
3.1.30	No Other Debt	45
3.1.31	Investment Company Act	45
3.1.32	Intentionally Omitted	45
3.1.33	No Bankruptcy Filing	45
3.1.34	Full and Accurate Disclosure	45
3.1.35	Foreign Person	46
3.1.36	No Change in Facts or Circumstances; Disclosure	46
3.1.37	Management Agreement	46
3.1.38	Perfection of Accounts	46
3.1.39	Intentionally Omitted	46
3.1.40	Patriot Act	46
Section 3.2	Survival of Representations	47
IV.   BORROWER COVENANTS
Section 4.1	Borrower Affirmative Covenants	47
4.1.1	Existence; Compliance with Legal Requirements	47
4.1.2	Taxes and Other Charges	47
4.1.3	Litigation	48
4.1.4	Access to Property	48
4.1.5	Further Assurances; Supplemental Affidavits	48
4.1.6	Financial Reporting	49
4.1.7	Title	51
4.1.8	Estoppel Statement	51

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4.1.9	Leasing Matters	52
4.1.10	Alterations	56
4.1.11	Material Agreements	56
4.1.12	Performance by Borrower	57
4.1.13	Costs of Enforcement/Remedying Defaults	57
4.1.14	Business and Operations	57
4.1.15	Loan Fees	58
4.1.16	Intentionally Omitted	58
4.1.17	Intentionally Omitted	58
4.1.18	Intentionally Omitted	58
4.1.19	Notice of Certain Events	58
4.1.20	Further Assurances	58
4.1.21	Intentionally Omitted	58
4.1.22	Principal Place of Business, State of Organization	59
4.1.23	Special Distributions	59
4.1.24	Curing	59
4.1.25	Mortgage Reserve Funds	60
4.1.26	Mortgage Borrower Covenants	60
4.1.27	Mezzanine A Reserve Funds	60
4.1.28	Mezzanine A Borrower Covenants	60
Section 4.2	Borrower Negative Covenants	60
4.2.1	Liens	60
4.2.2	Dissolution	61
4.2.3	Change in Business	61
4.2.4	Debt Cancellation	61
4.2.5	Affiliate Transactions	61
4.2.6	Zoning	62
4.2.7	Assets	62
4.2.8	No Joint Assessment	62
4.2.9	Principal Place of Business	62
4.2.10	ERISA	62
4.2.11	Material Agreements	63
4.2.12	Intentionally Omitted	63
4.2.13	Limitation on Securities Issuances	63
4.2.14	Limitations on Distributions	63
4.2.15	Other Limitations	63
4.2.16	Contractual Obligations	64
4.2.17	Refinancing	64
V.     INSURANCE, CASUALTY AND CONDEMNATION
Section 5.1	Insurance	66
5.1.1	Insurance Policies	66
Section 5.2	Casualty and Condemnation	67
5.2.1	Casualty	67
5.2.2	Condemnation	67

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5.2.3	Restoration	68
VI.   RESERVE FUNDS
Section 6.1	Intentionally Omitted	68
Section 6.2	Tax Funds	68
6.2.1	Deposits of Tax Funds	68
6.2.2	Release of Tax Funds	68
6.2.3	Waiver of Tax Escrow	69
Section 6.3	Insurance Funds	69
6.3.1	Deposits of Insurance Funds	69
6.3.2	Release of Insurance Funds	69
6.3.3	Waiver of Insurance Escrow	69
Section 6.4	Intentionally Omitted	69
Section 6.5	Rollover Funds	69
6.5.1	Deposit of Rollover Funds	69
6.5.2	Release of Rollover Funds	70
6.5.3	Waiver of Rollover Escrow	70
Section 6.6	Intentionally Omitted	70
Section 6.7	Security Interest in Reserve Funds	70
6.7.1	Grant of Security Interest	70
6.7.2	Income Taxes	71
6.7.3	Prohibition Against Further Encumbrance	71
6.7.4	Transfer of Reserve Funds under Mortgage Loan	71
VII.  PROPERTY MANAGEMENT
Section 7.1	The Management Agreement	71
Section 7.2	Prohibition Against Termination or Modification	72
Section 7.3	Replacement of Manager	72
VIII.  PERMITTED TRANSFERS
Section 8.1	Transfer or Encumbrance of Property	73
Section 8.2	Permitted Transfer	74
IX.   SALE AND SECURITIZATION OF LOAN
Section 9.1	Sale of Loan and Securitization	74
Section 9.2	Securitization Indemnification	77
X.     DEFAULTS
Section 10.1	Event of Default	79
Section 10.2	Remedies	82
Section 10.3	Right to Cure Defaults	83

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Section 10.4	Remedies Cumulative	83
Section 10.5	Power of Attorney	83
XI.   MISCELLANEOUS
Section 11.1	Successors and Assigns	84
Section 11.2	Lender’s Discretion	84
Section 11.3	Governing Law	84
Section 11.4	Modification, Waiver in Writing	85
Section 11.5	Delay Not a Waiver	86
Section 11.6	Notices	86
Section 11.7	Trial by Jury	87
Section 11.8	Headings	87
Section 11.9	Severability	87
Section 11.10	Preferences	87
Section 11.11	Waiver of Notice	88
Section 11.12	Remedies of Borrower	88
Section 11.13	Expenses; Indemnity	88
Section 11.14	Schedules Incorporated	89
Section 11.15	Offsets, Counterclaims and Defenses	89
Section 11.16	No Joint Venture or Partnership; No Third Party Beneficiaries	89
Section 11.17	Publicity	90
Section 11.18	Waiver of Marshalling of Assets	90
Section 11.19	Waiver of Offsets/Defenses/Counterclaims	90
Section 11.20	Conflict; Construction of Documents; Reliance	90
Section 11.21	Brokers and Financial Advisors	91
Section 11.22	Exculpation	91
Section 11.23	Prior Agreements	93
Section 11.24	Servicer	93
Section 11.25	Joint and Several Liability	94
Section 11.26	Counterparts	94
Section 11.27	Assignments and Participations	94
Section 11.28	Set-Off	94
Section 11.29	Reallocation of Loan Amounts	95
Section 11.30	Mezzanine Loan Option	95
Section 11.31	Approvals; Third Parties; Conditions	96
Section 11.32	Limitation on Liability of Lender’s Officers, Employees, etc	97
Section 11.33	Certain Additional Rights of Lender (VCOC)	97

SCHEDULES
Schedule I	-	Rent Roll
Schedule II	-	Intentionally Omitted
Schedule III	-	Organizational Chart
Schedule IV	-	Additional Disclosure
Schedule V (a)	-	Form of Interest Rate Cap Confirmation – UBS
Schedule V (b)	-	Form of Interest Rate Cap Confirmation – Third Party
Schedule VI	-	Subsidiaries
Schedule VII	-	Other Obligations
Schedule VIII	-	Significant Party Subsidiaries

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MEZZANINE B LOAN AGREEMENT

THIS MEZZANINE LOAN AGREEMENT, dated as of August 10, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between UBS REAL ESTATE SECURITIES INC., a Delaware corporation, having an address at 1285 Avenue of the Americas, New York, New York 10019 (together with its successors and assigns, “Lender”) and CP ATLANTA II, LLC, a Delaware limited liability company having an address at c/o The tel^x Group, Inc., 17 State Street, 33^rd Floor, New York, New York 10004 (together with its permitted successors and permitted assigns, “Borrower”).

All capitalized terms used herein shall have the respective meanings set forth in Article I hereof.

W I T N E S S E T H :

WHEREAS, UBS Real Estate Securities, Inc., a Delaware corporation, as mortgage lender (“Mortgage Lender”), has made a loan in the original principal amount of up to Sixty Million and No/100 Dollars ($60,000,000.00) (the “Mortgage Loan”) to Colo Properties Atlanta, LLC, a Delaware limited liability company (“Mortgage Borrower”) pursuant to that certain Amended and Restated Loan Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Mortgage Loan Agreement”), which Mortgage Loan is evidenced by that certain Amended and Restated Promissory Note of even date therewith (as amended, supplemented or otherwise modified from time to time, the “Mortgage Note”) made by Mortgage Borrower to Mortgage Lender and secured by, among other things, that certain Deed to Secure Debt, Security Agreement and Financing Agreement dated as of March 8, 2007 (as amended, supplemented or otherwise modified from time to time, the “Mortgage”) by Mortgage Borrower in favor of Mortgage Lender pursuant to which Mortgage Borrower has granted the Mortgage Lender a first priority mortgage on, among other things, the real property and other collateral as more fully described in the Mortgage (collectively, the “Property”);

WHEREAS, UBS Real Estate Securities, Inc., a Delaware corporation, as mezzanine lender (“Mezzanine A Lender”), has made a loan in the original principal amount of up to Ten Million and No/100 Dollars ($10,000,000.00) (the “Mezzanine A Loan”) to CP Atlanta, LLC, a Delaware limited liability company (“Mezzanine A Borrower”) pursuant to that certain Amended and Restated Mezzanine A Loan Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Mezzanine A Loan Agreement”), which Mezzanine A Loan is evidenced by that certain Amended and Restated Promissory Note of even date therewith (as amended, supplemented or otherwise modified from time to time, the “Mezzanine A Note”) made by Mezzanine A Borrower to Mezzanine Lender and secured by, among other things, to that certain Amended and Restated Pledge and Security Agreement (Mezzanine A Loan) dated as of the date hereof (the “Mezzanine A Pledge Agreement”);

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WHEREAS, Borrower is the legal and beneficial owner of one hundred percent (100%) of the limited liability company interests in Mezzanine A Borrower, consisting of a one hundred percent (100%) ownership interest therein (the “Pledged Company Interests”);

WHEREAS, Borrower desires to obtain the Loan (as hereinafter defined) from Lender;

WHEREAS, as a condition precedent to the obligation of Lender to make the Loan to Borrower, Borrower has entered into that certain Pledge Agreement and Security Agreement (Mezzanine B Loan), dated as of the date hereof, in favor of Lender (as amended, supplemented or otherwise modified from time to time, the “Pledge Agreement”), pursuant to which Borrower has granted to Lender a first priority security interest in the Collateral (as defined in the Pledge Agreement) as collateral security for the Debt (as defined below);

WHEREAS, Lender is willing to make the Loan to Borrower, subject to and in accordance with the conditions and terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW, THEREFORE, in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree, represent and warrant as follows:

I. DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions. For all purposes of this Agreement, except as otherwise expressly provided:

“Additional Disclosures” shall have the meaning set forth in Section 3.1.22.

“Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common ownership or control with such Person or is a director or officer of such Person or of an Affiliate of such Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

“Affiliated Manager” shall mean any Manager in which Mortgage Borrower, Mezzanine A Borrower, Borrower or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“Agent” shall mean Wells Fargo Bank, N.A. and any successor Eligible Institution thereto.

“Aggregate Debt” shall mean, as of any date of calculation, the sum of (a) the Debt under the Loan, (b) the “Debt” under the Mortgage Loan as defined in the Mortgage Loan

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Agreement, (c) the “Debt” under the Mezzanine A Loan as defined in the Mezzanine A Loan Agreement and (d) the Indebtedness under any New Mezzanine Loan(s) entered into in accordance with this Agreement.

“Aggregate Debt Service” shall mean, with respect to any particular period of time, the sum of (a) the Debt Service, (b) the Mortgage Debt Service, (c) the Mezzanine A Debt Service and (d) the scheduled principal and/or interest payments due under any New Mezzanine Loan(s) entered into in accordance with this Agreement.

“ALTA” shall mean American Land Title Association, or any successor thereto.

“Alteration Threshold” shall mean Three Hundred Fifty Thousand and No/100 Dollars ($350,000.00).

“Annual Budget” shall mean the operating and capital budget for the Property setting forth Mortgage Borrower’s good faith estimate of Gross Income From Operations, Operating Expenses, and Capital Expenditures for the applicable Fiscal Year.

“Applicable Interest Rate” shall mean 9.0800% per annum for the initial Interest Period and thereafter either (i) LIBOR Interest Rate plus the Spread with respect to any period when the Loan is a LIBOR Loan or (ii) the Substitute Rate plus the Substitute Spread with respect to any period when the Loan is a Substitute Rate Loan.

“Appraisal” shall mean an appraisal of the Property in its then “as is” condition, prepared not more than ninety (90) days prior to the Closing Date (or other relevant date with respect to an updated Appraisal or an Appraisal with respect to the Property) by a member of the American Institute of Real Estate Appraisers selected by Lender, which appraisal (i) shall meet the minimum appraisal standards for national banks promulgated by the Comptroller of the Currency pursuant to Title XI of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989, as amended (FIRREA), and (ii) otherwise shall be in both form and substance satisfactory to Lender in its sole, but reasonable discretion.

“Approved Annual Budget” shall have the meaning set forth in Section 4.1.6.

“Assignment of Leases” shall mean that certain first priority Assignment of Leases and Rents, dated as of March 8, 2007, from Mortgage Borrower, as assignor, to Mortgage Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Assignment of Protection Agreement” shall mean that certain Assignment of Interest Rate Protection Agreement (Mezzanine B Loan) of even date herewith between Borrower and Lender and acknowledged by IXIS Financial Products Inc. and any other Assignment of Interest Rate Protection Agreement hereafter delivered.

“Award” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of the Property.

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“Bankruptcy Action” shall mean with respect to any Person (i) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (ii) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person; (iii) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (iv) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property or (v) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy”, as amended from time to time, and any successor statute or statutes and all rules and regulations from time to time promulgated thereunder, and any comparable foreign laws relating to bankruptcy, insolvency or creditors’ rights.

“Basic Carrying Costs” shall mean the sum of the following costs associated with the Property for the relevant Fiscal Year or payment period: (i) Taxes, (ii) Insurance Premiums and (iii) Other Charges.

“Borrower” shall mean CP ATLANTA II, LLC, a Delaware limited liability company, together with its permitted successors and permitted assigns.

“Borrower Operating Agreement” shall mean that certain Limited Liability Company Agreement of Borrower among CPA Holdings, LLC, a Delaware limited liability company, as the sole member, Michelle A. Dreyer and Cheryl A. Tussie, as the springing members, dated as of [                    ], 2007.

“Breakage Costs” shall have the meaning set forth in Section 2.2.3(g).

“Broker” shall have the meaning set forth in Section 11.21.

“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in (i) the State of New York, (ii) the state where the corporate trust office of the Trustee is located, or (iii) the state where the servicing offices of the Servicer are located.

“Capital Expenditures” shall mean, for any period, amounts expended for replacements and alterations to the Property and required to be capitalized according to GAAP.

“Capped LIBOR Rate” shall mean 6.50%.

“Cash Management Agreement” shall mean that certain Cash Management Agreement of even date herewith among Mortgage Lender, Mortgage Borrower, Manager and Agent.

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“Casualty” shall mean the occurrence of any casualty, damage or injury, by fire or otherwise, to the Property or any part thereof.

“Clearing Account Agreement” shall have the meaning set forth in the Mortgage Loan Agreement.

“Closing Date” shall mean the date of funding the Loan.

“Code” shall mean the Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral” shall have the meaning set forth in the Pledge Agreement.

“Condemnation” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“Contractual Obligations” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound, or any provision of the foregoing.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise. “Controlled” and “Controlling” shall have correlative meanings.

“Counterparty” shall mean (a) the counterparty under the Interest Rate Protection Agreement and (b) a Person that guarantees such counterparty’s obligations under the Interest Rate Protection Agreement or otherwise provides to such counterparty credit support acceptable to Lender or, after a Securitization, the Rating Agencies, provided, however, that such guarantor shall be deemed the “Counterparty” for so long as the long-term credit rating issued by the Rating Agencies to such guarantor is better than the long-term credit rating of the actual counterparty under the Interest Rate Protection Agreement.

“Debt” shall mean the outstanding principal amount of the Loan together with all interest accrued and unpaid thereon and all other sums (including, without limitation, late payment fees, protective advances, the Spread Maintenance Premium and any Breakage Costs) due to Lender in respect of the Loan under the Note, this Agreement, the Pledge Agreement, the Environmental Indemnity or any other Loan Document.

“Debt Service” shall mean, with respect to any particular period of time, scheduled principal and interest payments under the Note.

“Debt Service Coverage Ratio” shall mean a ratio for the applicable period in which:

(i) the numerator is the Net Cash Flow for such period as set forth in the financial statements required in accordance with this Agreement; and

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(ii) the denominator is the Aggregate Debt Service.

“Default” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“Default Rate” shall mean, with respect to the Loan, a rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) five percent (5%) above the Applicable Interest Rate.

“Deposit Account” shall have the meaning set forth in the Mortgage Cash Management Agreement.

“Determination Date” shall mean, with respect to any Interest Period, the date that is two (2) London Business Days prior to the fifteenth (15^th) day of the month in which such Interest Period commences; provided, however, that Lender shall have the right to change the Determination Date to any other day upon notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement to evidence such change.

“Disclosure Document” shall have the meaning set forth in Section 9.2(a).

“Eligible Account” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (i) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (ii) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“Eligible Institution” shall mean a depository institution or trust company insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P and having at least the equivalent rating from one of the two other Rating Agencies in the case of accounts in which funds are held for thirty (30) days or less or, in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least “AA” by Fitch and S&P and “Aa2” by Moody’s.

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement (Mezzanine B Loan) dated as of the date hereof executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender.

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“Equipment” shall have the meaning set forth in the granting clause of the Mortgage.

“ERISA” shall have the meaning set forth in Section 4.2.10.

“Estoppels” shall have the meaning set forth in Section 3.1.22.

“Estoppel Funds Agent” shall have the meaning set forth in Section 6.7.5.

“Estoppel Holdback Reserve Funds” shall have the meaning set forth in Section 6.1.1.

“Event of Default” shall have the meaning set forth in Section 10.1.

“Exchange Act” shall have the meaning set forth in Section 9.2(a).

“Exchange Act Filing” shall have the meaning set forth in Section 9.1(c).

“Executive Order” shall have the meaning set forth in the definition of “Prohibited Person”.

“Extended Maturity Date” shall have the meaning set forth in Section 2.3.2 hereof.

“Extension Option” shall have the meaning set forth in Section 2.3.2 hereof.

“Extension Fee” shall mean an amount equal to 0.125% of the outstanding principal amount of the Loan on the first day of the Extension Term.

“Extension Term” shall have the meaning set forth in Section 2.3.2 hereof.

“Extraordinary Expense” shall have the meaning set forth in Section 4.1.6(i).

“Fiscal Year” shall mean each twelve month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“Fitch” shall mean Fitch, Inc.

“Foreign Taxes” shall have the meaning set forth in Section 2.2.3(d).

“GAAP” shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession), or in such other statements by such entity as may be in general use by significant segments of the U.S. accounting profession.

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“Governmental Authority” shall mean any court, board, agency, commission, office or authority of any nature whatsoever or any governmental unit (federal, state, county, district, municipal, city or otherwise) whether now or hereafter in existence.

“Gross Income from Operations” shall mean, for any period, all income, computed in accordance with GAAP, derived by Mortgage Borrower, Mezzanine A Borrower and/or Borrower the ownership and operation of the Property from whatever source, including, but not limited to, the Rents and other license, lease, and concession fees, fees from the provision of services (including wiring, cross-connection, media conversion, easyMUX, rack-and-stack and build-out services), non-recurring fees under licenses entered into at the Property (including up-front cross-connection fees and other non-recurring cage, cabinet, DC plant, wiring services and clocking fees, provided, however, that the amount of such fees included in Gross Income from Operations, when added to similar fees paid to Mortgage Borrower, shall be limited to $500,000 per annum or pro rata portion thereof if applicable), reimbursements from tenants and customers, utility charges, escalations, forfeited security deposits, service fees or charges, parking fees, and proceeds, if any, from business interruption or other loss of income insurance, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower, Mezzanine A Borrower or Mortgage Borrower to any Governmental Authority, non-recurring revenues as determined by Lender, payments received by Borrower, Mezzanine A Borrower and Mortgage Borrower under their respective Interest Rate Protection Agreements, proceeds from the sale or refinancing of the Property, security deposits (except to the extent determined to be a forfeited security deposit properly utilized to offset a loss of Rent that would have become due under the. Lease to which such security deposit relates during the applicable period), refunds and uncollectible accounts, sales of furniture, fixtures and equipment, Net Proceeds (other than business interruption or other loss of income insurance), Awards, utility and other similar deposits, any disbursements to Mortgage Borrower from the Mortgage Reserve Funds or any other fund established by the Mortgage Loan Documents.

“Guarantor” shall mean The tel^x Group, Inc., a Delaware corporation.

“Guaranty” shall mean that certain Mezzanine Guaranty of Recourse Obligations (Mezzanine B Loan) of even date herewith from Guarantor for the benefit of Lender.

“Headquarters” shall mean The tel^x Group, Inc., 17 State Street, 33^rd Floor, New York, New York 10004.

“Holdback Account” shall have the meaning set forth in Section 6.7.5.

“Improvements” shall have the meaning set forth in the granting clause of the Mortgage.

“Indebtedness” shall mean, for any Person, without duplication: (i) all indebtedness of such Person for borrowed money, for amounts drawn under a letter of credit, or for the deferred purchase price of property for which such Person or its assets is liable, (ii) all unfunded amounts under a loan agreement, letter of credit, or other credit facility for which such Person would be liable if such amounts were advanced thereunder, (iii) all amounts required to be paid by such Person as a guaranteed payment to partners or a guaranteed preferred or special

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dividend, including any mandatory redemption of shares or interests, (iv)all indebtedness guaranteed by such Person, directly or indirectly, (v) all obligations under leases that constitute capital leases for which such Person is liable, and (vi) all obligations of such Person under interest rate swaps, caps, floors, collars and other interest hedge agreements, in each case whether such Person is liable contingently or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations such Person otherwise assures a creditor against loss.

“Indemnified Liabilities” shall have the meaning set forth in Section 11.13(b).

“Independent Director” shall have the meaning set forth in Section 3.1.24(q).

“Initial Maturity Date” shall mean the Monthly Payment Date occurring in March 2009.

“Insolvency Opinion” shall mean that certain bankruptcy nonconsolidation opinion letter dated the date hereof rendered by Edwards Angell Palmer & Dodge LLP in connection with the Loan.

“Insurance Funds” shall have the meaning set forth in Section 6.3.1.

“Insurance Premiums” shall have the meaning set forth in the Mortgage Loan Agreement.

“Interest Period” shall mean, with respect to any Monthly Payment Date, the period commencing on the fifteenth (15^th) day of the preceding calendar month and terminating on the fourteenth (14^th) day of the calendar month in which such Monthly Payment Date occurs; provided, however, that the initial Interest Period shall begin on the Closing Date and shall end on the immediately following fourteenth (14^th ) day of the calendar month.

“Interest Rate Protection Agreement” shall mean one or more interest rate caps (together with the schedules relating thereto) in form and substance satisfactory to Lender, with a confirmation from UBS in the form attached hereto as Schedule V(a) and/or a confirmation from any other Counterparty in the form attached hereto as Schedule V(b), as applicable, between Borrower and, subject to Section 4.1.11, a Counterparty reasonably acceptable to Lender with a Minimum Counterparty Rating, and all amendments, restatements, replacements, supplements and modifications thereto.

“Lease” shall have the meaning set forth in Article 1 of the Mortgage.

“Lease Request Package” shall have the meaning set forth in Section 4.1.9(e).

“Lease Term Sheet” shall have the meaning set forth in Section 4.1.9(f).

“Legal Requirements” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting Borrower, Mezzanine A Borrower, Mortgage Borrower, the Collateral, the Mezzanine A Collateral or the Property or any part thereof or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter

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enacted and in force, including, without limitation, the Americans with Disabilities Act of 1990, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting Mortgage Borrower, Mezzanine A Borrower, the Collateral, Mezzanine A Collateral or the Property or any part thereof, including, without limitation, any which may (i) require repairs, modifications or alterations in or to the Property or any part thereof, or (ii) in any way limit the use and enjoyment thereof.

“Lender” shall mean UBS REAL ESTATE SECURITIES, INC., a Delaware corporation, together with its successors and assigns.

“Lender Group” shall have the meaning set forth in Section 9.2(b).

“Lender Indemnitees” shall have the meaning set forth in Section 11.13(b).

“Lender’s Notice” shall have the meaning set forth in Section 2.2.3(b).

“Leverage Ratio” shall mean with respect to Guarantor, the ratio of Total Debt to Total Assets.

“Liabilities” shall have the meaning set forth in Section 9.2(b).

“LIBOR” shall mean, with respect to each Interest Period, the rate (calculated by Lender, expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/1000 of 1%) for deposits in United States dollars for a one-month period, which appears on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the applicable Determination Date: If such rate does not appear on Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the applicable Determination Date, LIBOR for the next Interest Period and such Determination Date, Lender shall request the principal London office of any four (4) major reference banks in the London interbank market selected by Lender to provide such reference bank’s offered quotation to prime banks in the London interbank market for deposits in United States dollars for a one (1) month period as of 11:00 a.m., London time, on such Determination Date in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00) that is representative for a single transaction in the relevant market at such time. If at least two (2) such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two (2) such quotations are so provided, Lender shall request any three (3) major banks in New York City selected by Lender to provide such bank’s rate for loans in United States dollars to leading European banks for a one (1) month period as of approximately 11:00 a.m., New York City time, on the applicable Determination Date for amounts in a principal amount of not less than One Million and No/100 Dollars ($1,000,000.00) that is representative for a single transaction in the relevant market at such time. If at least two (2) such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent.

“LIBOR Interest Rate” shall mean with respect to each Interest Period the quotient of (i) LIBOR applicable to the Interest Period divided by (ii) a percentage equal to one hundred percent (100%) minus the Reserve Requirement applicable to the Interest Period.

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“LIBOR Loan” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at LIBOR Interest Rate plus the Spread in accordance with the provisions of Article II hereof.

“Lien” shall mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance, charge or transfer of, on or affecting the Property, the Collateral, the Mezzanine A Collateral or any portion thereof or Borrower, Mezzanine A Borrower, Mortgage Borrower or any interest therein, including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic’s, materialmen’s and other similar liens and encumbrances.

“Liquidation Event” shall have the meaning set forth in Section 2.4.2 hereof.

“Loan” shall mean the loan in the original principal amount of Ten Million and No/100 Dollars ($10,000,000) made by Lender to Borrower pursuant to this Agreement evidenced by the Note and secured by the Pledge Agreement, together with all sums due or to become due thereunder.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Pledge Agreement, the Mezzanine B Cash Management Agreement, the Environmental Indemnity, the Guaranty, the Assignment of Protection Agreement, the Subordination of Management Fees and all other documents now or hereafter executed and/or delivered in connection with the Loan.

“Loan to Value Ratio” shall mean the ratio, as of a particular date, in which the numerator is equal to the outstanding principal balance of the Aggregate Debt and the denominator is equal to the appraised value of the Property based on an Appraisal, as determined by Lender in its sole and absolute discretion.

“London Business Day” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England or New York, New York are not open for business.

“Major Lease” shall mean any Lease (i) covering more than 5,000 square feet at the Property, (ii) made with a Tenant that is a Tenant under another Lease at the Property or that is an Affiliate of any other Tenant under a Lease at the Property, if the Leases together cover more than 7,500 square feet, (iii) made with a Tenant that is paying base rent in an amount equal to or exceeding three percent (3)% of the Gross Income from Operations, or (iv) any other Tenant under a Lease at the Property identified by Lender as an “major tenant” of the Property.

“Management Agreement” shall mean that certain management agreement entered into by and between Mortgage Borrower and the Manager, pursuant to which the Manager is to provide management and other services with respect to the Property.

“Manager” shall mean CPA Holdings, LLC, a Delaware limited liability company, or if the context requires, a Qualifying Manager who is managing the Property in accordance with the terms or provisions of this Agreement, or any other manager approved in accordance with the terms and conditions of the Loan Documents.

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“Material Adverse Effect” shall mean any material adverse effect upon (i) the business operations, economic performance, assets, financial condition, equity, contingent liabilities, prospects, Major Leases or results of operations of Mortgage Borrower, Mezzanine A Borrower, Guarantor, the Property, the Collateral or the Mezzanine A Collateral, (ii) the ability of Mortgage Borrower, Mezzanine A Borrower, Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents, the Mezzanine A Loan Documents and the Mortgage Loan Documents, as applicable, (iii) the enforceability or validity of any Loan Document, Mortgage Loan Document or Mezzanine A Loan Document, the perfection or priority of any Lien created under any Loan Document, Mortgage Loan Document or Mezzanine A Loan Document or the remedies of Lender, Mortgage Lender or Mezzanine A Lender under any Loan Document, Mortgage Loan Document or Mezzanine A Loan Document, or (iv) the value of or cash flow from the Property, the Mezzanine A Collateral and/or the Collateral or the operations thereof. Notwithstanding anything in this Agreement to the contrary, an act, event or occurrence with respect to Guarantor shall not have a Material Adverse Effect, provided that (i) the Net Worth of Guarantor equals or exceeds Twenty-Five Million and No/100 Dollars ($25,000,000.00), (ii) such act, event or occurrence shall not have any Material Adverse Effect, and (iii) such act, event or occurrence shall not have any material adverse effect upon the ability of Guarantor to perform, in all material respects, its obligations under each of the Loan Documents to which it is a party.

“Material Agreements” shall mean each contract and agreement relating to the ownership, management, development, use, operation, leasing, maintenance, repair or improvement of the Property, other than the Management Agreement and the Leases or other contract and/or agreement that is material to the use and operation of the Property or to Mortgage Borrower.

“Maturity Date” shall mean the Initial Maturity Date or, following an exercise by Borrower of one (1) or more of the Extension Options, the applicable Extended Maturity Date, or, such other date on which the outstanding principal balance of the Loan becomes due and payable as herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Maximum Leverage Ratio” shall mean, with respect to Guarantor, a Leverage Ratio of fifty percent (50%).

“Mezzanine A Borrower” shall have the meaning set forth in the Recitals.

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“Mezzanine A Borrower Company Agreement” shall mean that certain Amended and Fully Restated Limited Liability Company Agreement of CP Atlanta, LLC, dated as of the date hereof by Borrower, as sole member, Michelle A. Dreyer and Cheryl A. Tussie, as the springing members.

“Mezzanine A Cash Management Agreement” shall mean the “Mezzanine Cash Management Agreement” as defined in the Mezzanine A Loan Agreement.

“Mezzanine A Collateral” shall mean the “Collateral” as defined in the Mezzanine A Loan Agreement.

“Mezzanine A Debt” shall mean the “Debt” as defined in the Mezzanine A Loan Agreement.

“Mezzanine A Interest Rate Protection Agreement” shall mean the “Interest Rate Protection Agreement” as defined in the Mezzanine A Loan Agreement.

“Mezzanine A Lender” shall have the meaning set forth in the Recitals.

“Mezzanine A Loan Agreement” shall have the meaning set forth in the Recitals.

“Mezzanine A Loan Default” shall mean a “Default” under and as defined in the Mezzanine A Loan Agreement.

“Mezzanine A Loan Event of Default” shall mean a “Event of Default” under and as defined in the Mezzanine A Loan Agreement.

“Mezzanine B Cash Management Agreement” shall mean the Cash Management Agreement (Mezzanine B Loan) of even date herewith among Lender, Borrower and Agent.

“Mezzanine B Deposit Account shall mean “Mezzanine B Deposit Account” as defined in the Mezzanine B Cash Management Agreement.

“Mezzanine Loans” shall have the meaning set forth in Section 11.30.

“Minimum Counterparty Rating” shall mean a credit rating from S&P and Fitch of at least “AA” and from Moody’s of at least “Aa2”; provided, however, that if Lender is the Counterparty, the Minimum Counterparty Rating shall mean a credit rating from S&P and Fitch of at least “AA-” and from Moody’s of at least “Aa3”. If S&P, Moody’s or Fitch withdraws or downgrades the credit rating of the Counterparty below the ratings required by this definition, Borrower shall replace the Interest Rate Protection Agreement not later than fifteen (15) Business Days following written notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating.

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“Minimum Disbursement Amount” shall mean Twenty-Five Thousand and No/100 Dollars ($25,000.00).

“Monthly Debt Service Payment Amount” shall mean an amount equal to the sum of interest only which is due on the Loan for the Interest Period in which the Monthly Payment Date occurs.

“Monthly Payment Date” shall mean August 9, 2007 and the ninth (9^th) day of every calendar month occurring thereafter during the term of the Loan, provided, however, that Lender shall have the right to change the Monthly Payment Date to any other day (or such other day of a calendar month selected by Lender, in its sole and absolute discretion, to collect debt service payments under loans which it makes and securitizes) upon notice to Borrower (in which event such change shall then be deemed effective) and, if requested by Lender, Borrower shall promptly execute an amendment to this Agreement and the other Loan Documents to evidence such change.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgage” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Borrower” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Borrower Company Agreement” shall mean that certain Amended and Fully Restated Limited Liability Company Agreement of Mortgage Borrower among Borrower, as the sole member, Michelle A. Dreyer and Cheryl A. Tussie, as the springing members, dated as of March 6, 2007.

“Mortgage Debt Service” shall mean the “Debt Service” as defined in the Mortgage Loan Agreement.

“Mortgage Lender” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Loan” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Loan Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Loan Default” shall mean a “Default” under and as defined in the Mortgage Loan Agreement.

“Mortgage Loan Documents” shall mean, collectively, to the Mortgage Note, the Mortgage Loan Agreement, the Mortgage, the Cash Management Agreement, and any and all other documents defined as “Loan Documents” in the Mortgage Loan Agreement, as amended, restated, replaced, supplemented or otherwise modified from time to time.

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“Mortgage Loan Event of Default” shall mean an “Event of Default” under and as defined in the Mortgage Loan Agreement.

“Mortgage Note” shall have the meaning set forth in the recitals to this Agreement.

“Mortgage Reserve Funds” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“Net Cash Flow” shall have the meaning set forth in the Mortgage Loan Agreement.

“Net Proceeds” shall mean: (i) the net amount of all insurance proceeds payable as a result of a Casualty to the Property, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such insurance proceeds, or (ii) the net amount of the Award, after deduction of reasonable costs and expenses (including, but not limited to, reasonable attorneys’ fees), if any, in collecting such Award.

“Net Liquidation Proceeds After Debt Service” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Borrower, Mezzanine A Borrower, or Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (i) Lender’s, Mezzanine A Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (ii) the costs reasonably incurred by Mortgage Borrower in connection with a restoration of the Property or any portion thereof made in accordance with the Mortgage Loan Documents, (iii) amounts required or permitted to be deducted therefrom and amounts paid pursuant to (a) the Mortgage Loan Documents to Mortgage Lender and/ or (b) the Mezzanine A Loan Documents to Mezzanine A Lender, (iv) in the case of a foreclosure sale, disposition or Transfer of the Property or any portion thereof in connection with realization thereon following an Event of Default under the Mortgage Loan, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (v) in the case of a foreclosure sale, disposition or Transfer of the Mezzanine A Collateral in connection with realization thereon following a Mezzanine A Loan Event of Default, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (vi) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (vii) in the case of a foreclosure sale, such costs and expenses incurred by Mezzanine A Lender under the Mezzanine A Loan Documents as Mezzanine A Lender shall be entitled to receive reimbursement for under the terms of the Mezzanine A Loan Documents and (viii) in the case of a refinancing of the Mortgage Loan and/ or the Mezzanine A Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Mortgage Lender or Mezzanine A Lender, as the case may be.

“Net Worth” shall have the meaning set forth in the Guaranty.

“New Mezzanine Borrower” shall have the meaning set forth in Section 11.30.

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“New Mezzanine Loan” shall have the meaning set forth in Section 11.30.

“New Mortgage/ Mezzanine Loan” shall have the meaning set forth in Section 4.2.17(b).

“Note” shall have the meaning set forth in Section 2.1.3.

“Notice” shall have the meaning set forth in Section 11.6.

“Officer’s Certificate” shall mean a certificate delivered to Lender by Borrower which is signed by an authorized officer of Borrower.

“Operating Expenses” shall have the meaning set forth in the Mortgage Loan Agreement.

“Optional Repayment” shall mean a partial repayment of the Loan in a principal amount equal to $2,000,000.00 upon the occurrence of the Optional Repayment Trigger Event.

“Optional Repayment Trigger Event” shall mean the date when (i) Guarantor’s leverage ratio exceeds the Maximum Leverage Ratio, or (ii) the Revenue declines more than fifteen percent (15%) from the previous quarter.

“Other Charges” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“Patriot Act” shall mean collectively all laws relating to terrorism or money laundering, including Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56).

“Permitted Encumbrances” shall mean, collectively, (i) the Liens and security interests created by the Mortgage Loan Documents, the Mezzanine A Loan Documents and the Loan Documents, (ii) all Liens, encumbrances and other matters expressly set forth on Schedule A or Schedule B of the Title Insurance Policy (as defined in the Mortgage Loan Agreement), (iii) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, and (iv) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“Permitted Investments” shall have the meaning set forth in the Mezzanine B Cash Management Agreement.

“Permitted Prepayment Date” shall mean [September 9, 2007].

“Permitted Transferee” shall mean a corporation, partnership or limited liability company (i) acceptable to Lender in its sole, but reasonable, discretion, (ii) that qualifies as a single purpose, bankruptcy remote entity under criteria established by the Rating Agencies and (iii) whose counsel has delivered to Lender a non-consolidation opinion acceptable to Lender and the Rating Agencies in their sole discretion.

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“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other entity, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Pledge Agreement” shall have the meaning set forth in the recitals to this Agreement.

“Pledged Company Interests” shall have the meaning set forth in the recitals to this Agreement.

“Policy” shall have the meaning set forth in the Mortgage Loan Agreement.

“Prepayment Date” shall mean the date on which the Loan is prepaid in accordance with the terms hereof.

“Prepayment Fee” shall mean an amount equal to (i) 1.50% of the principal balance of the Loan being prepaid if the prepayment occurs at any time on or prior to March 9, 2008, (ii) 1.0% of the principal balance of the Loan being prepaid if the prepayment occurs at any time after March 9, 2008 but on or prior to September 9, 2008, and (iii) 0.50% of the principal balance of the Loan being prepaid if the prepayment occurs on any date after September 9, 2008 but prior to March 9, 2009.

“Prohibited Person” shall mean any Person:

(i) listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (the “Executive Order”);

(ii) that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of the Executive Order;

(iii) with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering Law, including the Executive Order;

(iv) who commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;

(v) that is named as a “specially designated national and blocked person” on the most current list published by the U.S. Treasury Department Office of Foreign Assets Control at its official website or at any replacement website or other replacement official publication of such list; or

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(vi) who is an Affiliate of a Person listed above.

“Professional Independent Director” shall have the meaning as set forth in Section 3.1.24(b)(xvi).

“Property” shall have the meaning set forth in the recitals to this Agreement.

“Qualifying Manager” means (i) Manager, Mezzanine A Borrower, Mortgage Borrower, Guarantor or any Affiliate of Mortgage Borrower, Mezzanine A Borrower or Borrower (ii) any other reputable and experienced professional management organization not subject to insolvency proceedings and with substantial experience managing telecommunications, interconnection facilities, which professional management organization shall be acceptable to Lender in its reasonable discretion, provided that with respect to clause (ii), (a) prior to a Securitization, if such entity is an Affiliate of Mortgage Borrower, Mezzanine A Borrower or Borrower, a non-consolidation opinion acceptable to Lender and (b) after a Securitization, Borrower shall have obtained (A) a Rating Agency Confirmation that management of the Property by such entity will not, in and of itself, cause a downgrade, withdrawal or qualification of the then current ratings of the securities issued pursuant to the Securitization, and (B) if such entity is an Affiliate of Mortgage Borrower, Mezzanine A Borrower or Borrower, a non-consolidation opinion acceptable to the Rating Agencies. Prior to any Qualifying Manager that is an Affiliate Manager assuming management of the Property, the Lender shall receive an updated Insolvency Opinion with respect to such Affiliate Manager in form, scope and substance reasonably acceptable in all respects to Lender and Rating Agencies.

“Rating Agencies” shall mean, prior to the final Securitization of the Loan, each of S&P, Moody’s and Fitch, or any other nationally-recognized statistical rating agency which has been designated by Lender and, after the final Securitization of the Loan, shall mean any of the foregoing that have rated any of the Securities or any class thereof.

“Rating Agency Confirmation” shall mean a written affirmation from each of the Rating Agencies that the credit rating of the Securities or any class thereof by such Rating Agency immediately prior to the occurrence of the event with respect to which such Rating Agency Confirmation is sought will not be qualified, downgraded or withdrawn as a result of the occurrence of such event, which affirmation may be granted or withheld in such Rating Agency’s sole and absolute discretion.

“Registration Statement” shall have the meaning set forth in Section 9.2(b).

“Regulation AB” shall mean Regulation AB under the Securities Act and the Exchange Act, as such Regulation may be amended from time to time.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System from time to time in effect, including any successor or other Regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.

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“Related Loan” shall mean a loan made to an Affiliate of Borrower or secured by a Related Property, that is included in a Securitization with the Loan.

“Related Party” shall have the meaning set forth in Section 3.1.24(w)(iii).

“Related Property” shall mean a parcel of real property, together with improvements thereon and personal property related thereto, that is “related”, within the meaning of the definition of Significant Obligor, to the Property.

“Renewal Lease” shall have the meaning set forth in Section 4.1.9(a).

“Rent Roll” shall have the meaning set forth in the Mortgage Loan Agreement.

“Rents” shall have the meaning set forth in Article 1 of the Mortgage.

“Required Net Worth” shall have the meaning as set forth in the Guaranty.

“Reserve Funds” shall mean, collectively, the Insurance Funds, the Tax Funds, the Rollover Funds, the Debt Service Funds, the Estoppel Holdback Reserve Funds and any other escrow fund established pursuant to the Loan Documents.

“Reserve Requirements” means with respect to any Interest Period, the maximum rate of all reserve requirements (including, without limitation, all basic, marginal, emergency, supplemental, special or other reserves and taking into account any transitional adjustments or other schedule changes in reserve requirements during the Interest Period) which are imposed under Regulation D on eurocurrency liabilities (or against any other category of liabilities which includes deposits by reference to which LIBOR is determined or against any category of extensions of credit or other assets which includes loans by a non-United States office of a depository institution to United States residents or loans which charge interest at a rate determined by reference to such deposits) during the Interest Period and which are applicable to member banks of the Federal Reserve System with deposits exceeding one billion dollars, but without benefit or credit of proration, exemptions or offsets that might otherwise be available from time to time under Regulation D. The determination of the Reserve Requirements shall be based on the assumption that Lender funded 100% of the Loan in the interbank eurodollar market. In the event of any change in the rate of such Reserve Requirements under Regulation D during the Interest Period, or any variation in such requirements based upon amounts or kinds of assets or liabilities, or other factors, including, without limitation, the imposition of Reserve Requirements, or differing Reserve Requirements, on one or more but not all of the holders of the Loan or any participation therein, Lender may use any reasonable averaging and/or attribution methods which it deems appropriate and practical for determining the rate of such Reserve Requirements which shall be used in the computation of the Reserve Requirements. Lender’s computation of same shall be final absent manifest error.

“Resizing Event” shall have the meaning set forth in Section 11.29.

“Restoration” shall have the meaning set forth in the Mortgage Loan Agreement.

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“Restoration Threshold” shall have the meaning set forth in the Mortgage Loan Agreement.

“Restricted Party” shall mean collectively, (a) Borrower, Mortgage Borrower, Mezzanine A Borrower, Guarantor, and any Affiliated Manager and (b) any shareholder, partner, member, non-member manager, any direct or indirect legal or beneficial owner of, Mortgage Borrower, Borrower, Mezzanine A Borrower, Guarantor or any Affiliated Manager or any non- member manager.

“Revenue” shall mean, for any period, revenues from the ownership and operation of the Property from whatsoever source during such period, including, but not limited to (i) Rents, (ii) other license, lease, and concession fees, fees from the provision of services (including wiring, cross-connection, media conversion, easyMUX, rack-and-stack and build-out services), non-recurring, fees under licenses entered into at the Property (including up-front cross-connection fees and other non-recurring cage, cabinet, DC plant, wiring services and clocking fees, provided, however, that the amount of such fees included in Revenue, when added to similar fees paid to Mortgage Borrower, shall be limited to $500,000 per annum or (pro rata portion thereof if applicable)), reimbursements from tenants and customers, utility charges, escalations, forfeited security deposits, service fees or charges, parking fees, and proceeds, if any, from business interruption or other loss of income insurance, but excluding sales, use and occupancy or other taxes on receipts required to be accounted for by Mortgage Borrower to any Governmental Authority and non-recurring revenues as determined by Lender, (iii) payments received by Mortgage Borrower under the Interest Rate Protection Agreement (as defined in the Mortgage Loan Agreement), proceeds from the sale or refinancing of the Property, security deposits (except to the extent determined to be a forfeited security deposit properly utilized to offset a loss of Rent that would have become due under the Lease to which such security deposit relates during the applicable period), refunds and uncollectible accounts, sales of furniture, fixtures and equipment, and (iv) Net Proceeds (other than business interruption or other loss of income insurance), Awards, utility and other similar deposits, and any disbursements to Mortgage Borrower from the Mortgage Reserve Funds.

“S&P” shall mean Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc.

“Secondary Market Transactions” shall have the meaning set forth in Section 9.1(a).

“Securities” shall have the meaning set forth in Section 9.1(a).

“Securities Act” shall have the meaning set forth in Section 9.2(a).

“Securitization” shall have the meaning set forth in Section 9.1(a).

“Security Deposits” shall mean any and all monies representing security deposits under the Lease.

“Servicer” shall have the meaning set forth in Section 11.24(a).

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“Servicing Agreement” shall have the meaning set forth in Section 11.24(a).

“Severed Loan Documents” shall have the meaning set forth in Section 10.2(c).

“Significant Obligor” shall have the meaning set forth in Item 1101(k) of Regulation AB under the Securities Act.

“Significant Party” shall mean each of Borrower, Mezzanine A Borrower and Mortgage Borrower.

“SPC Party” shall have the meaning set forth in Section 3.1.24(p).

“Spread” shall mean 375 basis points.

“Spread Maintenance Premium” shall mean, in connection with a prepayment of all or any portion of the outstanding principal balance of the Loan pursuant to Sections 2.3.3, 2.4.2, 2.4.3, 2.4.4 or 2.4.5 hereof, an amount equal to the present value, discounted at LIBOR on the most recent Determination Date, of all future installments of interest which would have been due hereunder through the last day of the Interest Period during which the Permitted Prepayment Date occurs on the portion of the outstanding principal balance of the Loan being prepaid as if interest accrued on such portion of the principal balance being prepaid at an interest rate per annum equal to the LIBOR Interest Rate then in effect plus the Spread. The Spread Maintenance Premium shall be calculated by Lender and shall be final absent manifest error.

“State” shall mean the state or commonwealth in which the Property or any part thereof is located.

“Subordination of Management Agreement” shall mean that certain Subordination of Management Fees dated the date hereof among Borrower, Mortgage Borrower, Manager and Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Subsidiary” shall mean any corporation, partnership, limited liability company or other entity in which a Person holds an equity interest which is more than 10% of the equity classes issued by such entity.

“Substitute Rate” shall have the meaning set forth in Section 2.2.3(b).

“Substitute Rate Loan” shall mean the Loan at any time in which the Applicable Interest Rate is calculated at the Substitute Rate plus the Substitute Spread in accordance with the provisions of Article II hereof.

“Substitute Spread” shall have the meaning set forth in Section 2.2.3(b).

“Survey” shall have the meaning set forth in the Mortgage Loan Agreement.

“Tax Funds” shall have the meaning set forth in Section 6.2.1.

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“Taxes” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part thereof, together with all interest and penalties thereon.

“Tenant” shall have the meaning set forth in the Mortgage Loan Agreement.

“Title Insurance Policy” shall have the meaning set forth in the Mortgage Loan Agreement.

“Total Assets” shall mean the sum of assets owned by Guarantor as listed on its corporate balance sheet delivered to Lender in any reporting period.

“Total Debt” shall mean the sum of current portion of notes payable and long-term notes, whether secured or unsecured, and contingent liabilities, each as listed on Guarantor’s corporate balance sheet delivered to Lender in any reporting period.

“Transferee” shall have the meaning set forth in Section 8.l.l(f)(ii).

“Trustee” shall mean any trustee holding the Loan in a Securitization.

“UBS” shall mean UBS Real Estate Securities Inc., a Delaware corporation.

“UCC” or “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in the State.

“Underwriter Group” shall have the meaning set forth in Section 9.2(b).

“Updated Information” shall have the meaning set forth in Section 9.l(b)(i).

“U.S. Obligations” shall mean direct full faith and credit obligations of the United States of America that are not subject to prepayment, call or early redemption.

“Vacant Space” shall have the meaning set forth in Section 6.5.2.

Section 1.2 Principles of Construction. All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. Unless otherwise specified, the words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined. Terms used herein and not otherwise defined herein (but defined in the Mortgage Loan Agreement or the Mezzanine A Loan Agreement) shall have the meaning set forth in the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as the case may be, as of the date hereof, notwithstanding any subsequent amendment of the Mortgage Loan Agreement to such defined terms unless Lender shall have consented to such amendment. Any cross-references to the Mortgage Loan Documents or the Mezzanine A Loan Documents shall have the meanings set forth in the Mortgage Loan Documents or the Mezzanine A Loan Documents, as the case may be, as of the date hereof, notwithstanding any subsequent amendment of the

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Mortgage Loan Agreement or the Mezzanine A Loan Documents, as the case may be, to such defined terms unless Lender shall have consented to such amendment. The words “Borrower shall cause Mortgage Borrower to” or “Borrower shall not permit Mortgage Borrower to” (or words of similar meaning) shall mean Borrower shall cause Mezzanine A Borrower to cause Mortgage Borrower to so act or not to so act, as applicable.

II. THE LOAN

Section 2.1 The Loan.

2.1.1 Agreement to Lend and Borrow. Subject to and upon the terms and conditions set forth herein, Lender shall make the Loan to Borrower and Borrower shall accept the Loan from Lender on the Closing Date.

2.1.2 Single Disbursement to Borrower. Borrower shall receive only one (1) borrowing hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3 The Note. The Loan shall be evidenced by that certain Mezzanine B Promissory Note of even date herewith, in the stated principal amount of Ten Million and No/100 Dollars ($10,000,000.00) executed by Borrower and payable to the order of Lender in evidence of the Loan (as the same may hereafter be amended, supplemented, restated, increased, extended or consolidated from time to time, the “Note”) and shall be repaid in accordance with the terms of this Agreement and the Note.

2.1.4 Use of Proceeds. Borrower shall use proceeds of the Loan to (i) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender, (ii) make an equity contribution to the Mezzanine A Borrower in order to. cause Mezzanine A Borrower to use such amounts for any use permitted pursuant to the Section 2.1.4 of the Mezzanine A Loan Agreement, and (iii) retain the balance, if any.

Section 2.2 Interest Rate.

2.2.1 Applicable Interest Rate. Except as herein provided with respect to interest accruing at the Default Rate, interest on the principal balance of the Loan outstanding from time to time shall accrue from (and including) the Closing Date up to and including the end of the last Interest Period at the Applicable Interest Rate.

2.2.2 Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year (that is, the Applicable Interest Rate or the Default Rate, as then applicable, expressed as an annual rate divided by 360) by (c) the outstanding principal balance.

2.2.3 Determination of Interest Rate.

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(a) Any change in the rate of interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the first day of the new Interest Period. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(b) In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall, by written notice to Borrower (“Lender’s Notice”), which notice shall set forth in reasonable detail such circumstances, establish the Applicable Interest Rate at Lender’s then customary spread (the “Substitute Spread”), taking into account the size of the Loan and the creditworthiness of Borrower, above a published index used for variable rate loans as reasonably determined by Lender (the ‘“Substitute Rate”).

(c) If, pursuant to the terms of this Agreement, the Loan has been converted to a Substitute Rate Loan and, Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice thereof to Borrower, and the Substitute Rate Loan shall automatically convert to a LIBOR Loan on the first day of the Interest Period next following the effective date set forth in such notice. Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to elect to convert a LIBOR Loan to a Substitute Rate Loan.

(d) With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority, which are imposed, enacted or become effective after the date hereof (such non-excluded taxes being referred to collectively as “Foreign Taxes”), excluding income and franchise taxes of the United States of America or any political subdivision or taxing authority thereof or therein (excluding Puerto Rico). If any Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence.

(e) If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder, (i) the obligation of Lender hereunder to make a LIBOR Loan shall be cancelled forthwith and (ii) Lender may give Borrower a Lender’s Notice detailing such requirement of law, establishing the Applicable Interest Rate at the Substitute Rate plus the

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Substitute Spread, in which case the Applicable Interest Rate shall be a rate equal to the Substitute Rate in effect from time to time plus the Substitute Spread. In the event the condition necessitating the cancellation of Lender’s obligation to make a LIBOR Loan hereunder shall cease, Lender shall promptly notify Borrower of such cessation in writing and the Loan shall resume its characteristics as a LIBOR Loan in accordance with the terms herein from and after the first day of the calendar month next following such cessation. Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any out-of-pocket costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder. Lender’s notice of such costs, as certified to Borrower, shall be set forth in reasonable detail and Lender’s calculation shall be conclusive absent manifest error.

(f) In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i) shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material;

(ii) shall hereafter impose, modify, increase or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of the rate hereunder; or

(iii) shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(f), Borrower shall not be required to pay same unless the requirement for such additional amount is the result of requirements imposed generally on lenders similar to Lender and not the result of some specific reserve or similar requirement imposed on Lender as a result of Lender’s special circumstances. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(f), Lender shall provide Borrower with not less than thirty (30) days’ written notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amounts required to fully compensate Lender for such additional costs or reduced amounts. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence, executed by an authorized signatory of Lender and submitted by Lender to Borrower shall be conclusive in the

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absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(g) Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense (other than consequential and punitive damages) which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that (A) is not the Monthly Payment Date or (B) is a Monthly Payment Date if Borrower did not give the prior written notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder and (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate to the Substitute Rate plus the Substitute Spread with respect to any portion of the outstanding principal amount of the Loan then bearing interest at a rate other than the Substitute Rate plus the Substitute Spread on a date other than the Monthly Payment Date, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in clauses (i), (ii) and (iii) are herein referred to collectively as the “Breakage Costs”). Whenever in this Section 2.2.3 the term “interest or fees payable by Lender to lenders of funds obtained by it” is used and no such funds were actually obtained from such lenders, it shall include interest or fees which would have been payable by Lender if it had obtained funds from lenders in order to maintain a LIBOR Loan hereunder. Lender will provide to Borrower a statement detailing such Breakage Costs and the calculation thereof.

(h) The provisions of this Section 2.2.3 shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

2.2.4 Usury Savings. This Agreement and the other Loan Documents are subject to the express condition that at no time shall Borrower be required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

Section 2.3 Loan Payments.

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2.3.1 Payment Before Maturity Date. Borrower shall make a payment to Lender of interest only on the Closing Date for the initial Interest Period. Borrower shall make a payment to Lender of equal to the Monthly Debt Service Payment Amount on the Monthly Payment Date occurring in September 9, 2007, and on each Monthly Payment Date thereafter to and including the Maturity Date. Each payment shall be applied first to interest accrued, or to be accrued, for the Interest Period in which the Monthly Payment Date or Maturity Date occurs and the balance, if any, to the outstanding principal amount of the Loan.

2.3.2 Payment on Maturity Date. (a)Borrower shall pay to Lender on the Maturity Date the outstanding principal balance of the Loan, all accrued and unpaid interest, the applicable Exit Fee and all other amounts due hereunder and under the Note, the Pledge Agreement and the other Loan Documents, including, without limitation, all interest which has or will accrue on the on the outstanding principal balance of the Loan through and including the last day of the Interest Period in which the Maturity Date occurs.

(b) Borrower shall have the option to extend the Maturity Date of the Loan for three (3) successive terms (each such option, an “Extension Option” and each such successive term, an “Extension Term”) of one (1) year each (the Maturity Date following the exercise of each such Extension Option is the “Extended Maturity Date”) upon satisfaction of the following terms and conditions: (i) Borrower shall provide Lender with written notice of its election to extend the Maturity Date as aforesaid not later than thirty (30) days and not earlier than ninety (90) days prior to the date the Loan is then scheduled to mature, which notice shall be irrevocable, (ii) no Event of Default shall be in existence either at the time of Borrower’s notice or at the then-current Maturity Date, (iii) Borrower shall enter into an Interest Rate Protection Agreement through the term of the applicable extension under the same terms and conditions of the initial Interest Rate Protection Agreement (including its LIBOR strike price) entered into in connection with the Loan and shall provide an Assignment of Protection Agreement with respect thereto in the form of Assignment of Protection Agreement, together with an opinion of counsel with respect thereto reasonably acceptable to Lender, (iv) Borrower shall have paid or caused to be paid to Lender the applicable non-refundable Extension Fee; provided, however, Borrower shall not pay or cause to be paid to Lender the Extension Fee for the first Extension Term, and (v) the conditions precedent to the extension of the Mortgage Loan and Mezzanine Loan have been satisfied and the Mortgage Loan and the Mezzanine A Loan are concurrently extended to the extent the same remains outstanding.

2.3.3 Interest Rate after Default. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan shall accrue interest at the Default Rate, calculated from the date the Default occurred which led to such an Event of Default without regard to any grace or cure periods contained herein. If all or any part of the principal amount of the Loan is prepaid upon acceleration of the Loan following the occurrence and during the continuance of an Event of Default, Borrower shall be required to pay Lender, in addition to all other amounts then payable hereunder, and if such acceleration is prior to the Permitted Prepayment Date, a Spread Maintenance Premium calculated with respect to the amount of principal being repaid, and the applicable Breakage Costs.

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2.3.4 Late Payment Charge. If any principal, interest or any other sum due under the Loan Documents, other than the payment of principal due on the Maturity Date, is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of (a) four percent (4%) of such unpaid sum or (b) the maximum amount permitted by applicable law in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Any such amount shall be secured by the Pledge Agreement and the other Loan Documents.

2.3.5 Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 1:00 p.m., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

(b) Whenever any payment to be made hereunder or under any other Loan Document shall be stated to be due on a day which is not a Business Day, the due date thereof shall be the first (1^st) Business Day that is immediately preceding such due date (notwithstanding such adjustment of due dates, Borrower shall not be entitled to any deduction of interest due under the Note, this Agreement or any of the other Loan Documents) and, with respect to payments of principal due on the Maturity Date, interest shall be payable at the Applicable Interest Rate or the Default Rate, as the case may be, during such extension.

(c) All payments required to be made by Borrower hereunder or under the Note or the other Loan Documents shall be made irrespective of, and without deduction for, any setoff, claim or counterclaim and shall be made irrespective of any defense thereto.

Section 2.4 Prepayments.

2.4.1 Voluntary Prepayments. Except as otherwise provided herein and subject to Section 2.4.2 of this Agreement, Borrower shall not have the right to prepay the Loan in whole or in part. On and after the Permitted Prepayment Date, provided no Event of Default has occurred and is continuing, Borrower may, at its option and upon thirty (30) days’ prior notice to Lender, prepay the Debt in whole but not in part; provided, however, any prepayment received by Lender prior to March 9, 2009 shall be accompanied by (i) the applicable Prepayment Fee, (ii) Breakage Costs and (iii) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date. If a notice of prepayment is given by Borrower to Lender pursuant to Section 2.4.1, the amount designated for prepayment and all other sums required under Section 2.4 shall be due and payable on the proposed prepayment date. If for any reason Borrower prepays the Loan on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to the Debt, all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such prepayment. No

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prepayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, the Determination Date in such calendar month, unless consented to by Lender in its sole discretion.

2.4.2 Liquidation Events. (a) Subject to the Provisions of the Mortgage Loan Agreement, in the event of (i) any Casualty to the Property or any material portion thereof, (ii) any Condemnation of the Property or any material portion thereof, (iii) a Transfer of the Property or the Mezzanine A Collateral in connection with the realization on the Mortgage following an Event of Default under the Mortgage Loan, or an Event of Default under the Mezzanine A Loan, including without limitation a foreclosure sale, (iv) any refinancing of the Mortgage Loan or the Mezzanine A Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “Liquidation Event”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into the Mezzanine B Deposit Account. With respect to subclauses (iii) and (iv) of the immediately preceding sentence, on each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the outstanding principal balance of the Note in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Payment Date, the Spread Maintenance Premium calculated with respect to the amount of principal being prepaid, and (iv) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, or, if such prepayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date. Borrower acknowledges and agrees that any sums received by Lender pursuant to this Section 2.4.2 may be transferred by Lender to Mortgage Lender in accordance with the terms of any intercreditor agreement to be applied to the payment of the Mortgage Loan in accordance with the terms of the Mortgage Loan Documents and any such sums which are transferred to the Mortgage Lender will not be applied to the payment of the Debt. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.4.2(a) on a date other than a Monthly Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Monthly Payment Date.

(b) Borrower shall notify Lender of any Liquidation Event not later than one (1) Business Day following the first date on which Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property or the Mezzanine A Collateral on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of the Property or the Mezzanine A Collateral, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.2 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or the Mezzanine A Collateral or Transfer of the Property or the Mezzanine A Collateral set forth in this Agreement and the other Loan Documents.

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2.4.3 Mandatory Prepayments. If the Property or Mortgage Borrower’s interests therein, Mezzanine A Collateral or Mezzanine A Borrower’s interests therein, Mezzanine A Borrower’s interests in Mortgage Borrower, or Borrower’s interests in Mezzanine A Borrower is sold, transferred or otherwise disposed of, voluntarily or involuntarily, or if the Mortgage Loan or Mezzanine A Loan is repaid but other than in accordance with Section 2.4.2 of the Mortgage Loan Agreement or Section 2.4.3 of the Mezzanine A Loan Agreement, as the case may be, then, Borrower shall be required to pay the Loan in whole or otherwise in accordance with Section 2.4.1 plus, if prior to the Permitted Prepayment Date, payment of the Spread Maintenance Premium.

2.4.4 Prepayments After Default. If after an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower (which tender Lender may reject to the extent permitted under applicable Legal Requirements), a purchaser at foreclosure or any other Person, such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth in Section 2.4.1 and Borrower, such purchaser at foreclosure or other Person shall pay in addition to the outstanding principal balance of the Loan (a) prepayment fee equal to one percent (1.0%) of the principal amount being prepaid, (b) the applicable Prepayment Fee, (c) Breakage Costs, (d) if made prior to the Permitted Prepayment Date, the Spread Maintenance Premium calculated with respect to the amount of principal being repaid, and (e) all other amounts payable under the Loan Documents. All such amounts determined under this Section 2.4.4. shall be calculated in accordance with Section 2.4.1 as if a prepayment has occurred. Borrower acknowledges and agrees that any sums received by Lender pursuant to this Section 2.4.4 may be transferred by the Lender to the Mortgage Lender or the Mezzanine A Lender in accordance with the terms of any intercreditor agreement to be applied to the payment of the Mortgage Loan or the Mezzanine A Loan in accordance with the terms of the Mortgage Loan Documents or the Mezzanine A Loan Documents, as applicable and any such sums which are transferred to the Mortgage Lender or the Mezzanine A Lender, as the case may be, will not be applied to the payment of the Debt.

2.4.5 Optional Repayment. Upon the occurrence of an Optional Repayment Trigger Event, Lender shall provide written notice to Borrower. Borrower shall respond to Lender with additional information detailing the facts that led to the occurrence of such Optional Repayment Trigger Event within ten (10) Business Days of receipt of Lender’s written notice. Within ten (10) Business Days of receipt of Borrower’s written response, Lender may elect, in its sole discretion, to cause Borrower to make the Optional Repayment. If Lender so elects, then Borrower shall make the Optional Repayment on or before the next occurring Monthly Payment Date; provided, however, any Optional Repayment shall be accompanied by (i) the applicable Prepayment Fee, (ii) Breakage Costs, (iii) if made prior to the Permitted Prepayment Date, the Spread Maintenance Premium calculated with respect to the amount of such Optional Repayment, and (iv) all interest which would have accrued on the amount of the Optional Repayment to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment, or, if such Optional Repayment occurs on a Monthly Payment Date, through and including the last day of the Interest Period related to such Monthly Payment Date, and Borrower shall concurrently make (i) the Optional Repayment (as defined in the Mortgage Loan Agreement) in accordance with the terms of Section 2.4.4 of the Mortgage Loan Agreement to the extent the Mortgage Loan remains outstanding, and (ii) the Optional Repayment (as defined in the Mezzanine A Loan

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Agreement) in accordance with the terms of Section 2.4.5 of the Mezzanine A Loan Agreement to the extent the Mezzanine A Loan remains outstanding. If for any reason Borrower makes the Optional Repayment on a date other than a Monthly Payment Date, Borrower shall pay Lender, in addition to Optional Repayment, all interest which would have accrued on the amount of the Optional Repayment to be paid through and including the last day of the Interest Period related to the Monthly Payment Date next occurring following the date of such payment. No Optional Repayment shall be permitted on any date during the period commencing on the first calendar day immediately following a Monthly Payment Date to, but not including, Determination Date in such calendar month, unless consented to by Lender in its sole discretion. With respect to an Optional Repayment Trigger Event, if Lender does not elect to cause Borrower to make the Optional Repayment in accordance with this Section 2.4.5(a), Lender shall not require such Optional Repayment until the occurrence of another, separate Optional Repayment Trigger Event.

Notwithstanding anything to the contrary contained herein, neither any failure nor any delay on the part of Lender in electing the Optional Repayment under this Section 2.4.4. shall operate or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege.

Section 2.5 Interest Rate Cap. At all times during the term of the Loan Borrower shall maintain in effect an Interest Rate Protection Agreement having a term equal to the term of the Loan, with an initial notional amount equal to the amount of the Loan and with a Counterparty reasonably acceptable to Lender having a Minimum Counterparty Rating. If Borrower obtains one (1) interest rate cap, the LIBOR strike rate under the Interest Rate Protection Agreement shall be equal to or less than the Capped LIBOR Rate, or if Borrower obtains more than one (1) interest rate cap, the blended LIBOR strike rate under the Interest Rate Protection Agreement, as determined by Lender, shall be equal to or less than the Capped LIBOR Rate. The Interest Rate Protection Agreement shall be in form and substance substantially similar to the Interest Rate Protection Agreement in effect as of the date hereof. In the event of any downgrade or withdrawal of the rating of such Counterparty by any Rating Agency below the Minimum Counterparty Rating, Borrower shall replace the Interest Rate Protection Agreement not later than thirty (30) Business Days following receipt of notice from Lender of such downgrade or withdrawal with an Interest Rate Protection Agreement in form and substance reasonably satisfactory to Lender (and meeting the requirements set forth in this Section 2.5) from a Counterparty acceptable to Lender having a Minimum Counterparty Rating; provided, however, that if Lender is the Counterparty and any Rating Agency withdraws or downgrades the credit rating of Lender below the Minimum Counterparty Rating, Borrower shall not be required to replace the Counterparty under the Interest Rate Protection Agreement provided that within thirty (30) Business Days following Lender’s written notice to Borrower of such downgrade or withdrawal Lender posts additional collateral acceptable to the Rating Agencies securing its obligations under the Interest Rate Protection Agreement.

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III. REPRESENTATIONS AND WARRANTIES

Section 3.1 Borrower Representations. Borrower represents and warrants that:

3.1.1 Organization. (a) Each of Borrower and each SPC Party is duly organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified in all jurisdictions in which the ownership or lease of its assets or the conduct of its business requires such qualification, and Borrower has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Loan Documents by it, and has the power and authority to execute, deliver and perform under this Agreement, the other Loan Documents and all the transactions contemplated hereby. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its assets and to transact the businesses in which it is now engaged, and the sole business of Borrower is the ownership and management of Mortgage Borrower.

(b) Borrower’s exact legal name is correctly set forth in the first paragraph of this Agreement. Borrower is an organization of the type specified in the first paragraph of this Agreement. Borrower is incorporated or organized under the laws of the state specified in the first paragraph of this Agreement. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium of recording, including software, writings, plans, specifications and schematics, has been for the preceding four (4) months (or, if less than four (4) months, the entire period of the existence of Borrower) and will continue to be the address of Borrower set forth in the first paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change); provided, however, Borrower shall be permitted to maintain certain of its books and records, as determined by Borrower in its reasonable discretion, at its Headquarters. Borrower’s organizational identification number, if any, assigned by the state of its incorporation or organization is 5768191.

3.1.2 Proceedings. This Agreement and the other Loan Documents have been duly authorized, executed and delivered by Borrower and constitute a legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

3.1.3 No Conflicts. The execution and delivery of this Agreement and the other Loan Documents by Borrower and the performance of its obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which Borrower, Mortgage Borrower or Mezzanine A Borrower is subject, or conflict with, result in a breach of, or constitute a default under, any of the terms, conditions or provisions of any of Borrower’s, Mortgage Borrower’s or Mezzanine A Borrower’s organizational documents or any agreement or instrument to which Borrower, Mortgage Borrower or Mezzanine A Borrower is a party or by which it is bound, or any order or decree applicable to Borrower, or result in the creation or imposition of any lien on any of Borrower’s, Mortgage Borrower’s or Mezzanine A Borrower’s assets or property (other than pursuant to the Loan Documents).

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3.1.4 Litigation. There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened against Borrower, Mortgage Borrower, Mezzanine A Borrower, Guarantor, SPC Party, the Mezzanine A Collateral, the Collateral or the Property in any court or by or before any other Governmental Authority that would have a Material Adverse Effect.

3.1.5 Agreements. Borrower is not in default with respect to any order or decree of any court or any order, regulation or demand of any Governmental Authority, which default might have a Material Adverse Effect. Borrower is not a party to any agreement or instrument or subject to any restriction which is likely to have a Material Adverse Effect. None of Borrower, Mortgage Borrower, or Mezzanine A Borrower is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower, Mortgage Borrower, Mezzanine A Borrower, the Property, the Mezzanine A Collateral, or any of the Collateral are bound where such default would constitute a Material Adverse Effect. None of Borrower, Mortgage Borrower or Mezzanine A Borrower has any material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower, Mortgage Borrower or Mezzanine A Borrower is a party or by which Borrower, Mortgage Borrower, Mezzanine A Borrower, the Property, the Mezzanine A Collateral or the Collateral is otherwise bound, other than (a) obligations incurred in the ordinary course of the ownership of the Collateral and/or the Mezzanine A Collateral and the operation of Mortgage Borrower as permitted pursuant to the definition of “special purpose entity” set forth in herein and (b) obligations under the Loan Documents, the Mezzanine A Loan Documents, and the Mortgage Loan Documents, as applicable.

3.1.6 Consents. No consent, approval, authorization or order of any court or Governmental Authority is required for the execution, delivery and performance by Borrower of, or compliance by Borrower with, this Agreement or the consummation of the transactions contemplated hereby, other than those which have been obtained by Borrower.

3.1.7 Title. (a) Each pledger under the Pledge Agreement is the record and beneficial owner of, and has good and marketable title to, the Collateral, free and clear of all Liens whatsoever. The Pledge Agreement, together with the Uniform Commercial Code financing statements required to be filed in connection therewith, will create valid, first priority, security interests in and to, the Collateral, all in accordance with the terms thereof. Borrower possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its assets and to transact the businesses in which it is now engaged, and the sole business of Borrower is the ownership and management of Mezzanine Borrower.

(b) Mortgage Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property owned by it, free and clear of all Liens whatsoever except the Permitted Encumbrances (as defined in the Mortgage Loan Agreement). The Mortgage, when properly recorded in the appropriate records, will create (a) a valid, first priority, perfected lien on the Property, subject

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only to Permitted Encumbrances (as defined in the Mortgage Loan Agreement) and (b) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to any Permitted Encumbrances (as defined in the Mortgage Loan Agreement). There are no mechanics’, materialman’s or other similar liens or claims which have been filed for work, labor or materials affecting the Property which are or may be liens prior to, or equal or coordinate with, the lien of the Mortgage. None of the Permitted Encumbrances (as defined in the Mortgage Loan Agreement), individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage and this Agreement, materially and adversely affect the value of the Property, impair the use or operations of the Property or impair Mortgage Borrower’s ability to pay its obligations in a timely manner.

3.1.8 No Plan Assets. As of the date hereof and throughout the term of the Loan (a) Borrower is not and will not be an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, (b) none of the assets of Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101, (c) Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA, and (d) transactions by or with Borrower are not and will not be subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans.

3.1.9 Compliance. Borrower, Mortgage Borrower, Mezzanine A Borrower, the Mezzanine A Collateral, the Collateral and the Property and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes. Borrower has received no written notice of any default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which would have a Material Adverse Effect. There has not been and shall never be committed by Borrower, Mezzanine A Borrower, or Mortgage Borrower, or, to the best of Borrower’s knowledge, any act or omission affording the federal government or any state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents. Borrower hereby covenants and agrees not to commit, permit or suffer to exist any act or omission affording such right of forfeiture.

3.1.10 Financial Information. All financial data, including, without limitation, the statements of cash flow and income and operating expense, that have been delivered to Lender in respect of the Borrower, Mortgage Borrower, Mezzanine A Borrower, the Mezzanine A Collateral, the Collateral or the Property (i) are true, complete and correct in all material respects, (ii) accurately represent the financial condition of the Borrower, Mortgage Borrower, Mezzanine A Borrower, the Mezzanine A Collateral, the Collateral or the Property as of the date of such reports, and (iii) have been prepared in accordance with GAAP throughout the periods covered, except as disclosed therein. Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower and reasonably likely to have a Material Adverse Effect. Since the date of the financial statements, there has been no material adverse change in the financial condition, operations or business of Borrower, Mortgage Borrower, Mezzanine A Borrower, the Mezzanine A Collateral, the Collateral or the Property from that set forth in said financial statements.

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3.1.11 Condemnation. Borrower has received no written notice that a Condemnation or other proceeding has been commenced. To Borrower’s best knowledge, no condemnation or other proceeding is contemplated with respect to all or any portion of the Property or for the relocation of roadways providing access to the Property.

3.1.12 Intentionally Omitted.

3.1.13 Intentionally Omitted.

3.1.14 Intentionally Omitted.

3.1.15 Enforceability. The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and neither Borrower nor Guarantor has asserted any right of rescission, set-off, counterclaim or defense with respect thereto.

3.1.16 Intentionally Omitted.

3.1.17 Insurance. Borrower has obtained and has delivered to Lender original or certified copies of all of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No material claims have been made under any of the Policies, and no Person, including Borrower and Mortgage Borrower, has done, by act or omission, anything which would impair the coverage of any of the Policies.

3.1.18 No Contractual Obligations. Other than the Loan Documents, the Mezzanine A Loan Documents, the Mortgage Loan Documents, the Borrower Operating Agreement, Mezzanine A Borrower Operating Agreement and Mortgage Borrower Company Agreement, as of the date of this Agreement, Borrower is not subject to any Contractual Obligations and has not entered into any agreement, instrument or undertaking by which it or its assets are bound, or has incurred any Indebtedness, and prior to the date of this Agreement neither Borrower nor any of its Subsidiaries has entered into any Contractual Obligation, or any agreement, instrument or undertaking by which it or its assets are bound or incurred any Indebtedness.

3.1.19 Subsidiaries. (a) Effective as of the consummation of the transactions contemplated by this Agreement, the Manager of Borrower is CPA Holdings, LLC, a Delaware limited liability company. 100% of the limited liability company interests in Borrower is owned by CPA Holdings LLC, a Delaware limited liability company. Borrower does not have any subsidiaries except as set forth in Schedule VI.

(b) Borrower does not own any equity interests or other securities other than the Pledged Securities (as defined in the Pledge Agreement).

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3.1.20 Mortgage Loan Representations and Warranties. All of the representations and warranties contained in the Mortgage Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by Mortgage Lender or to whether the related Mortgage Loan Document has been repaid, defeased or otherwise terminated, unless otherwise consented to in writing by Lender.

3.1.21 Mezzanine A Loan Representations and Warranties. All of the representations and warranties contained in the Mezzanine A Loan Documents are hereby incorporated into this Agreement and deemed made hereunder as and when made thereunder and shall remain incorporated without regard to any waiver, amendment or other modification thereof by Mezzanine A Lender or to whether the related Mezzanine A Loan Document has been repaid, defeased or otherwise terminated, unless otherwise consented to in writing by Lender.

3.1.22 Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the Rent Roll attached hereto as Schedule I is true, complete and correct, the Property is not subject to any Leases other than the Leases described in Schedule I, Mortgage Borrower is the sole owner of landlord’s interest in the Leases, and no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases, (b) the Leases identified on Schedule I are in full force and effect and there are no material defaults thereunder by either party except (i) as provided in any estoppel certificates or similar documents provided to Lender (collectively, the “Estoppels”), (ii) as disclosed in the Rent Roll, or (iii) as otherwise disclosed by Mortgage Borrower to Lender attached hereto as Schedule IV (the “Additional Disclosures”) (collectively, the Additional Disclosures, the Rent Roll and the Estoppels, the “Lease Disclosures”), (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as provided in the Lease Disclosures, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as provided in the Lease Disclosures, all work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements (h) except as provided in the Lease Disclosures, neither the landlord nor any Tenant is in default under any of the Leases; (i) except as provided in the Lease Disclosures, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (j) Mortgage Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Mortgage Lender; (k) except as provided in the Lease Disclosures, no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (1) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease.

3.1.23 Filing and Recording Taxes. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid under applicable Legal Requirements in connection with the transfer of the Collateral to Borrower have been paid or are being paid simultaneously herewith. All mortgage, mortgage recording, stamp, intangible or other similar tax required to be paid under applicable Legal Requirements in connection with the execution, delivery, recordation, filing, registration, perfection or

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enforcement of any of the Loan Documents, including, without limitation, the Pledge Agreement, have been paid or are being paid simultaneously herewith. All taxes and governmental assessments due and owing in respect of the Collateral have been paid, or an escrow of funds in an amount sufficient to cover such payments has been established hereunder.

3.1.24 Single Purpose. (a) Borrower hereby represents with respect to Borrower, Mezzanine A Borrower and Mortgage Borrower that:

(i) each of Borrower, Mezzanine A Borrower and Mortgage Borrower is and always has been duly formed, validly existing, and in good standing in the state of its incorporation and in all other jurisdictions where it is qualified to do business;

(ii) except for Permitted Encumbrances (as detailed on Schedule VII of the Mortgage Loan Agreement), Permitted Encumbrances (as defined in the Mezzanine A Loan Agreement), or Permitted Encumbrances (as defined in the Agreement), it has no judgments or liens of any nature against Mortgage Borrower, Mezzanine A Borrower or Borrower except for tax liens not yet due;

(iii) each of Borrower, Mezzanine A Borrower and Mortgage Borrower is in material compliance with all laws, regulations, and orders applicable to it and, except as otherwise disclosed in this Agreement, the Mezzanine A Loan Agreement or the Mortgage Loan Agreement, as applicable, has received all permits necessary for it to operate;

(iv) None of Borrower, Mezzanine A Borrower or Mortgage Borrower is involved in any dispute with any taxing authority;

(v) each of Borrower, Mezzanine A Borrower and Mortgage Borrower has paid all taxes which it owes;

(vi) Mortgage Borrower has never owned any real property other than the Property and personal property necessary or incidental to its ownership or operation of the Property and has never engaged in any business other than the ownership and operation of the Property. Mezzanine A Borrower does not own and will not own any asset or property other than (i) the Mezzanine A Pledge Company Interests and (ii) incidental personal property necessary for the ownership of such interests. Borrower does not own and will not own any asset or property other than (i) the Pledged Company Interests and (ii) incidental personal property necessary for the ownership of such interests.;

(vii) each of Borrower, Mezzanine A Borrower, and Mortgage Borrower is not now, nor has ever been, party to any lawsuit, arbitration, summons, or legal proceeding that is still pending or that resulted in a judgment against it that has not been paid in full;

(viii) each of Borrower, Mezzanine A Borrower, and Mortgage Borrower has provided Lender with complete financial statements that reflect a fair and accurate view of the entity’s financial condition;

(ix) Borrower has obtained a current Phase I environmental site assessment (“ESA”) for the Property prepared by EBI Consulting and to Borrower’s best knowledge, the ESA has not identified any recognized environmental conditions that require further investigation or remediation; and

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(x) Mortgage Borrower has no material contingent or actual obligations not related to the Property. Mezzanine A Borrower has no material contingent or actual obligations not related to the Mezzanine A Collateral. Borrower has no material contingent or actual obligations not related to the Collateral.

(b) Borrower hereby represents and warrants to and covenants with Lender that as of the date and until such time as the debt shall be paid in full:

(i) Mortgage Borrower does not own and will not own any asset or property other than (A) the Property, and (B) incidental personal property necessary for the ownership or operation of the Property. Mezzanine A Borrower does not own and will not own any asset or property other than (i) the Mezzanine A Pledge Company Interests and (ii) incidental personal property necessary for the ownership of such interests. Borrower does not own and will not own any asset or property other than (i) the Pledged Company Interests and (ii) incidental personal property necessary for the ownership of such interests.

(ii) Mortgage Borrower will not engage in any business other than the ownership, management and operation of the Property and Mortgage Borrower will conduct and operate its business as presently conducted and operated. Mezzanine A Borrower will not engage in any business other than the ownership of the related Mezzanine A Pledged Company Interests and will conduct and operate its business as presently conducted and operated. Borrower will not engage in any business other than the ownership of the related Pledged Company Interests and will conduct and operate its business as presently conducted and operated.

(iii) None of Borrower, Mezzanine A Borrower or Mortgage Borrower will enter into any contract or agreement with any Affiliate of Borrower, Mezzanine A Borrower or Mortgage Borrower, any constituent party of Borrower, Mezzanine A Borrower, Mortgage Borrower or any Affiliate of any constituent party, except upon terms and conditions that are intrinsically fair and substantially similar to those that would be available on an arm’s-length basis with third parties other than any such party.

(iv) None of Borrower, Mortgage Borrower, or Mezzanine A Borrower will (and Borrower agrees it will not permit Mezzanine A Borrower or Mortgage Borrower to) incur, create or assume any Indebtedness other than (i) the Debt, (ii) in case of Mortgage Borrower, (A) the Mortgage Loan, (B) unsecured trade payables and operational of Mortgage Borrower debt not evidenced by a note and in an aggregate amount not exceeding $500,000 at any one time, and (C) Indebtedness incurred in the financing of equipment and other personal property used on the Property with annual payments not exceeding $100,000 in the aggregate; provided that any Indebtedness incurred pursuant to subclauses (ii)(B) and (ii)(C) shall be (x) with respect to subclause (ii)(B), paid within sixty (60) days of the date incurred, and with respect to subclause (ii)(C), paid when it is due and payable, and (y) incurred in the ordinary course of business. No Indebtedness other than the Mortgage Loan may be secured (subordinate or pari passu) by the Property, and (iii) the Mezzanine A Debt.

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(v) None of Borrower, Mezzanine A Borrower or Mortgage Borrower will make any loans or advances to any third party (including any Affiliate or constituent party of Borrower, Mezzanine A Borrower or Mortgage Borrower), and shall not acquire any obligations or securities of its Affiliates.

(vi) each of Borrower, Mezzanine A Borrower and Mortgage Borrower is and will remain solvent and each of Borrower, Mezzanine A Borrower and Mortgage Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its own assets as the same shall become due.

(vii) each Significant Party will do all things necessary to observe organizational formalities and preserve its existence, and no Significant Party will not, nor will any Significant Party permit any constituent party to amend, modify or otherwise change the partnership certificate, partnership agreement, articles of incorporation and bylaws, operating agreement, trust or other organizational documents of such Significant Party or such constituent party without the prior consent of Lender in any manner that (i) violates the single purpose covenants set forth in this Section 3.1.24, or (ii) amends, modifies or otherwise changes any provision thereof that by its terms cannot be modified at any time when the Loan is outstanding or by its terms cannot be modified without Lender’s consent.

(viii) Each Significant Party will (i) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any constituent party, (ii) not cause or permit its assets to be listed as assets on the financial statement of any other Person, provided, however, that such Significant Party’s assets may be included in a consolidated financial statement of its Affiliates provided that (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Significant Party and such Affiliates and to indicate that such Significant Party’s assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person and (B) such assets shall be listed on such Significant Party’s own separate balance sheet, (iii) file its own tax returns (to the extent such Significant Party is required to file any such tax returns) and will not file a consolidated federal income tax return with any other Person and will pay all of its own taxes as required under applicable law, (iv) such Significant Party maintain its books, records, resolutions and agreements as official records.

(ix) Each Significant Party will be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate or any constituent party thereof) Each Significant Party will correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, shall not identify itself or any of its Affiliates as a division or part of the other and shall maintain and utilize separate stationery, invoices and checks bearing its own name.

(x) Each Significant Party will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations.

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(xi) Neither Significant Party nor any constituent party thereof will engage in, seek or effect the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, or sale or transfer of all or substantially all of the assets, of Significant Party.

(xii) No Significant Party will commingle the funds and other assets of Borrower with those of any Affiliate or constituent party or any other Person, and will hold all of its assets in its own name.

(xiii) Each Significant Party will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person.

(xiv) No Significant Party will guarantee or become obligated for the debts of any other Person. Each Significant Party does not and will not hold itself out to be responsible for or have its credit available to satisfy the debts or obligations of any other Person and will not pledge its assets for the benefit of any other Person.

(xv) (A) If any Significant Party is a limited partnership or a limited liability company, (other than a single member limited liability company), each general partner or managing member (each, an “SPC Party”) shall be either a corporation whose sole asset is its interest in such Significant Party, a single-member Delaware limited liability company or a multi-member Delaware limited liability company with two (2) springing members, and each such SPC Party will at all times comply, and will cause such Significant Party to comply, with each of the representations, warranties, and covenants contained in this Section 3.1.24 as if such representation, warranty or covenant was made directly by such SPC Party. Upon the withdrawal or the disassociation of an SPC Party from such Significant Party, such Significant Party shall immediately appoint a new SPC Party whose articles of incorporation or limited liability company operating agreement are substantially similar to those of such SPC Party and deliver a new non-consolidation opinion to the Rating Agency or Rating Agencies, as applicable, with respect to the new SPC Party and its equity owners.

(B) If any Significant Party is a single member limited liability company, such Significant Party shall have at least two (2) springing members, one of which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from Borrower, shall immediately become the sole member of such Significant Party, and the other of which shall become the sole member of such Significant Party if the first such springing member no longer is available to serve as such sole member.

(xvi) Each Significant Party shall at all times cause there to be at least two duly appointed Independent Directors of each SPC Party and such Significant Party reasonably satisfactory to Lender. “Independent Director” means a natural person who has not been at the time of such individual’s appointment or at any time while serving as a director of such SPC Party and such Significant Party, and may not have been at any time during the five years preceding such appointment (i) a stockholder, director (other than as an Independent Director), officer, trustee, manager, member, employee, partner, attorney or counsel of such SPC Party, such Significant Party or any Affiliate of any of them, (ii) a creditor, customer, supplier or other Person who derives any of its purchases or revenues from its activities with such SPC Party, any

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Significant Party or any Affiliate of any of them, (iii) a Person or other entity controlling or under common control with any such Person excluded from serving as Independent Director under clauses (i) or (ii), or (iv) a member of the immediate family by blood or marriage of any such Person excluded from serving as Independent Director under clause (i) or (ii). A natural person who satisfies the foregoing definition other than subparagraph (ii) shall not be disqualified from serving as an Independent Director of the SPC Party if such individual is an independent director provided by a nationally-recognized company that provides professional independent directors and that also provides other corporate services in the ordinary course of its business (a “Professional Independent Director”). A natural person who otherwise satisfies the foregoing definition other than subparagraph (i) by reason of being the independent director of a “special purpose entity” affiliated with the borrower shall not be disqualified from serving as an Independent Director of the SPC Party if either (x) such individual is a professional independent director or (y) the fees that such individual earns from serving as independent director of Affiliates of the Significant Party or the SPC Party in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for the year. Notwithstanding the immediately preceding sentence, an Independent Director may not simultaneously serve and Independent Director of the Significant Party or SPC Party and Independent Director of a special purpose entity that owns a direct or indirect equity interest in the Significant Party or SPC Party or a direct or indirect interest equity interest in any co- borrower of the Significant Party or SPC Party. For purposes of this paragraph, a “special purpose entity” is an entity whose organizational documents contain restrictions on its activities substantially similar to those set forth in the SPC Party’s organizational documents.

(xvii) No Significant Party shall cause or permit the board of directors of any SPC Party and any Significant Party to take any action which, under the terms of any certificate of incorporation, by-laws or any voting trust agreement with respect to any common stock or under any organizational document of such Significant Party or SPC Party, requires a vote of the board of directors of each SPC Party and each Significant Party unless at the time of such action there shall be at least two (2) members who are each an Independent Director.

(xviii) Each Significant Party shall conduct its business so that the assumptions made with respect to such Significant Party in the Insolvency Opinion shall be true and correct in all respects. In connection with the foregoing, each Significant Party hereby covenants and agrees that it will comply with or cause the compliance with, (i) all of the facts and assumptions (whether regarding any Significant Party or any other Person) set forth in the Insolvency Opinion, (ii) all the representations, warranties and covenants in this Section 3.1.24, and (iii) all the organizational documents of the Borrower and any SPC Party.

(xix) Borrower will not permit any Affiliate or constituent party independent access to its bank accounts and will cause Mezzanine A Borrower and Mortgage Borrower not to permit any Affiliate or constituent party independent access to its bank accounts.

(xx) Each Significant Party shall pay the salaries of its own employees (if any) from its own funds and maintain a sufficient number of employees (if any) in light of its contemplated business operations.

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(xxi) Each Significant Party shall compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets all obligations of any kind incurred.

(xxii) Each Significant Party will allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including for shared office space and for services performed by an employee of an Affiliate.

(xxiii) No Significant Party will buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities).

(xxiv) No Significant Party will form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity, except that Borrower may hold the Pledged Company Interests.

(c) Each Significant Party hereby represents and warrants from the date of formation on:

(i) Mortgage Borrower has not owned any asset or property other than (A) the Property, and (B) incidental personal property necessary for the ownership or operation of the Property. Mezzanine A Borrower has not owned any asset or property other than (A) Mezzanine A Pledged Company interests and (B) incidental personal property necessary for the ownership of such interests.

(ii) Mortgage Borrower has not engaged in any business other than the ownership, management and operation of the Property and Mortgage Borrower has conducted and operated its business as presently conducted and operated. Mezzanine A Borrower has not engaged in any business other than the ownership, management and operation of the Mezzanine A Collateral and Mezzanine A Borrower has conducted and operated its business as presently conducted and operated.

(iii) No Significant Party has entered into any contract or agreement with any of its Affiliates, constituents, or owners, or any guarantors of any of its obligations or any Affiliate of any of the foregoing (individually, a “Related Party” and collectively, the “Related Parties”), except upon terms and conditions that are commercially reasonable and substantially similar to those available in an arm’s-length transaction with an unrelated party;

(iv) Mortgage Borrower has not incurred any Indebtedness other than (A) the mortgage debt encumbering the Property, (B) unsecured trade payables and operational debt not evidenced by a note and (C) Indebtedness incurred in the financing of equipment and other personal property used on the Property. Mezzanine A Borrower has not incurred any Indebtedness other than the Mezzanine A Debt, and Borrower has not incurred any Indebtedness other than the Debt;

(v) Each Significant Party has paid all of its debts and liabilities from its assets prior to such amounts being delinquent;

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(vi) Each Significant Party has done or caused to be done all things necessary to observe all organizational formalities applicable to it and to preserve its existence;

(vii) Each Significant Party has maintained all of its books, records, financial statements and bank accounts separate from those of any other Person. No Significant Party’s assets have been listed as assets on the financial statement of any other Person. Each Significant Party has filed its own tax returns (except to the extent that it has been a tax-disregarded entity not required to file tax returns under applicable law) and, if it is a corporation, has not filed a consolidated federal income tax return with any other Person. Each Significant Party has maintained its books, records, resolutions and agreements as official records;

(viii) Each Significant Party has been, and at all times has held itself out to the public as, a legal entity separate and distinct from any other Person (including any Affiliate or other Related Party), corrected any known misunderstanding regarding its status as a separate entity, conducted all of its business and held all of its assets in its own name, has not identified itself or any of its affiliates as a division or part of the other and has maintained and utilized separate stationery, invoices and checks bearing its own name;

(ix) Each Significant Party has maintained adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(x) Neither Significant Party nor any constituent party thereof has caused the liquidation, dissolution, winding up, liquidation, consolidation or merger, in whole or in part, of such Significant Party;

(xi) No Significant Party has commingled the funds and other assets of such Significant Party with those of any Affiliate or constituent party or any other Person, and has held all of its assets in its own name;

(xii) Each Significant Party has maintained its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person;

(xiii) No Significant Party has guaranteed or became obligated for the debts of any other Person and has not held itself out as being responsible for or have the debts or obligations of any other Person;

(xiv) Each Significant Party has allocated fairly and reasonably any overhead expenses that have been shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate or Related Party;

(xv) No Significant Party has pledged its assets to secure the obligations of any other Person, except as detailed on Schedule VII attached hereto and no such pledge remains outstanding except in connection with the Loan;

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(xvi) Each Significant Party has maintained a sufficient number of employees in light of its contemplated business operations and has paid the salaries of its own employees from its own funds;

(xvii) No Significant Party has owned any subsidiary or any equity interest in any other entity, except as detailed on Schedule VIII hereto;

(xviii) No Significant Party has incurred any indebtedness that is still outstanding other than indebtedness that is permitted under the Loan Documents or the Mortgage Loan Documents;

(xix) No Significant Party has had any of its obligations guaranteed by an affiliate, except for guarantees that have been either released or discharged (or that will be discharged as a result of the closing of the Loan) or guarantees that are expressly contemplated by the Loan Documents; and

(xx) Except for CPA Access, LLC, none of the tenants holding leasehold interests with respect to the Property are affiliated with the Mortgage Borrower or Mezzanine A Borrower.

3.1.25 Tax Filings. To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Borrower. Borrower believes that its tax returns (if any) properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit.

3.1.26 Solvency. Borrower (a) has not entered into the transaction or any Loan Document with the actual intent to hinder, delay, or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. Giving effect to the Loan, the fair saleable value of Borrower’s assets exceeds and will, immediately following the making of the Loan, exceed Borrower’s total liabilities, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. Borrower’s assets do not and, immediately following the making of the Loan will not, constitute unreasonably small capital to carry out its business as conducted or as proposed to be conducted. Borrower does not intend to, and does not believe that it will, incur Indebtedness and liabilities (including contingent liabilities and other commitments) beyond its ability to pay such Indebtedness and liabilities as they mature (taking into account the timing and amounts of cash to be received by Borrower and the amounts to be payable on or in respect of obligations of Borrower).

3.1.27 Federal Reserve Regulations. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose which would be inconsistent with such Regulation U or any other Regulations of such Board of Governors, or for any purposes prohibited by Legal Requirements or by the terms and conditions of this Agreement or the other Loan Documents.

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3.1.28 Organizational Chart. The organizational chart attached as Schedule III hereto, relating to Borrower and certain Affiliates and other parties, is true, complete and correct on and as of the date hereof.

3.1.29 Bank Holding Company. Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

3.1.30 No Other Debt. Borrower has not borrowed or received debt financing (other than permitted pursuant to this Agreement) that has not been heretofore repaid in full.

3.1.31 Investment Company Act. Borrower is not (a) an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended; (b) a “holding company” or a “subsidiary company” of a “holding company” or an “affiliate” of either a “holding company” or a “subsidiary company” within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (c) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

3.1.32 Intentionally Omitted.

3.1.33 No Bankruptcy Filing. No petition in bankruptcy has been filed against Borrower, Mezzanine A Borrower, Mortgage Borrower, Guarantor or any of its constituent Persons of any of the foregoing in the last seven (7) years, and neither Borrower, Mezzanine A Borrower, Mortgage Borrower, Guarantor nor any constituent Persons or any of the foregoing in the last seven (7) years has ever made an assignment for the benefit of creditors or taken advantage of any insolvency act for the benefit of debtors. Neither Borrower, Mezzanine A Borrower, Mortgage Borrower, Guarantor nor any of its constituent Persons of any of the foregoing are contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of their respective assets or property, and Borrower has no knowledge of any Person contemplating the filing of any such petition against Borrower, Mezzanine A Borrower, Mortgage Borrower, Guarantor or such constituent Persons of any of the foregoing.

3.1.34 Full and Accurate Disclosure. To the best of Borrower’s knowledge, no information contained in this Agreement, the other Loan Documents, or any written statement furnished by or on behalf of Borrower pursuant to the terms of this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. There is no fact or circumstance presently known to Borrower which has not been disclosed to Lender and which will have a Material Adverse Effect.

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3.1.35 Foreign Person. Borrower is not a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

3.1.36 No Change in Facts or Circumstances; Disclosure. To the best of Borrower’s knowledge, there has been no material adverse change in any condition, fact, circumstance or event that would make the financial statements, rent rolls, reports, certificates or other documents submitted in connection with the Loan inaccurate, incomplete or otherwise misleading in any material respect or that otherwise materially and adversely affects the business operations or the financial condition of Borrower, Mezzanine A Borrower, Mortgage Borrower, the Mezzanine A Collateral, the Collateral or the Property.

3.1.37 Management Agreement. The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

3.1.38 Perfection of Accounts. Borrower hereby represents, warrants and covenants to Lender that:

(a) This Agreement, together with the other Loan Documents, create a valid and continuing security interest (as defined in the Uniform Commercial Code) in the Accounts (as defined in the Mezzanine B Cash Management Agreement) in favor of Lender, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from Borrower. Other than in connection with the Loan Documents, Borrower has not sold or otherwise conveyed the Accounts;

(b) The Accounts constitute “deposit accounts” or “securities accounts” within the meaning of the Uniform Commercial Code, as set forth in the Cash Management Agreement; and

(c) The Accounts are not in the name of any Person other than Borrower, as pledgor, or Lender, as pledgee. Borrower has not consented to Agent’s complying with instructions with respect to the Accounts from any Person other than Lender.

3.1.39 Intentionally Omitted.

3.1.40 Patriot Act. (a) None of Borrower, Mezzanine A Borrower, Mortgage Borrower, any of their respective constituents or Affiliates, and to the best of Borrower’s knowledge, any of their respective brokers or other agents acting or benefiting in any capacity in connection with the Loan is a Prohibited Person.

(b) None of Borrower, Mezzanine A Borrower, Mortgage Borrower, any of their respective constituents or Affiliates, any of their respective brokers or other agents acting in any capacity in connection with the Loan, (i) has conducted or will conduct any business or has engaged or will engage in any transaction or dealing with any Prohibited Person, including making or receiving any contribution of funds, goods or services to or for the benefit of any Prohibited Person, (ii) has dealt or will deal in, or otherwise has engaged or will engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive

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Order; or (iii) has engaged or will engage in or has conspired or will conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the Executive Order or the Patriot Act.

(c) Borrower covenants and agrees to deliver to Lender any certification or other evidence requested from time to time by Lender in its sole discretion, confirming Borrower’s compliance with this Section 3.1.40.

Section 3.2 Survival of Representations. The representations and warranties set forth in Section 3.1 shall survive for so long as any amount remains payable to Lender under this Agreement or any of the other Loan Documents.

IV. BORROWER COVENANTS

Section 4.1 Borrower Affirmative Covenants. Borrower hereby covenants and agrees with Lender that:

4.1.1 Existence; Compliance with Legal Requirements. Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses, permits and franchises or cause Mezzanine A Borrower or Mortgage Borrower to comply with all Legal Requirements applicable to Borrower, Mortgage Borrower, Mezzanine A Borrower, the Mezzanine A Collateral, the Collateral and the Property.

4.1.2 Taxes and Other Charges. Borrower shall pay, or shall cause Mortgage Borrower to pay, all Taxes and Other Charges now or hereafter levied or assessed or imposed against the Property or any part thereof prior to the date such amounts would become due and payable; provided, however, Borrower’s obligation to cause Mortgage Borrower to directly pay Taxes and Other Charges shall be suspended for so long as Mortgage Borrower complies with the terms and provisions of Section 6.2 of the Mortgage Loan Agreement. Borrower will deliver, or cause to be delivered to Lender receipts for payment or other evidence satisfactory to Lender that the Taxes and Other Charges have been so paid or are not then delinquent no later than ten (10) days prior to the date on which the Taxes and/or Other Charges would otherwise be delinquent if not paid. Borrower shall furnish, or cause to be furnished, to Lender receipts for the payment of the Taxes and the Other Charges prior to the date the same shall become delinquent (provided, however, Borrower is not required to furnish such receipts for payment of Taxes in the event that such Taxes have been paid by Mortgage Lender pursuant to Section 6.2 of the Mortgage Loan Agreement). Borrower shall not suffer and shall not permit Mortgage Borrower to suffer and shall promptly cause Mortgage Borrower to promptly pay and discharge any Lien or charge whatsoever which may be or become a Lien or charge against the Property, and shall promptly pay for, or cause to be paid, all utility services provided to the Property. After prior notice to Lender, Borrower, at its or Mortgagor Borrower’s own expense or at Mezzanine A Borrower’s own expense, as applicable, may contest or cause Mezzanine A Borrower or Mortgage Borrower, as applicable, to contest, by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Taxes or Other Charges, provided that (a) no Default or Event of Default has occurred and remains uncured; (b) such proceeding shall be permitted under and be conducted in accordance with the provisions of any other instrument to which Borrower,

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Mezzanine A Borrower and Mortgage Borrower are subject and shall not constitute a default thereunder and such proceeding shall be conducted in accordance with all applicable statutes, laws and ordinances; (c) neither the Collateral, the Mezzanine A Collateral nor the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, cancelled or lost; (d) Borrower shall, or shall cause Mezzanine A Borrower or shall cause Mezzanine A Borrower to cause Mortgage Borrower to, promptly upon final determination thereof pay the amount of any such Taxes or Other Charges, together with all costs, interest and penalties which may be payable in connection therewith; (e) such proceeding shall suspend the collection of such contested Taxes or Other Charges from the Property; and (f) Borrower shall, or shall cause Mezzanine A Borrower, or shall cause Mezzanine A Borrower to cause Mortgage Borrower to, furnish cash, or other security as may be required in the proceeding, or as may be requested by Lender, to insure the payment of any such Taxes or Other Charges, together with all interest and penalties thereon. Lender may pay over any such cash or other security held by Lender to the claimant entitled thereto at any time when, in the judgment of Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) shall be in danger of being sold, forfeited, terminated, cancelled or lost or there shall be any danger of the Lien of the Mortgage being primed by any related Lien; and (g) such contest by Borrower is not in violation of Leases.

4.1.3 Litigation. Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened against Borrower, Mezzanine A Borrower or Mortgage Borrower, the Property, the Mezzanine A Collateral, the Mezzanine B Collateral and/or Guarantor which if adversely determined would have a Material Adverse Effect.

4.1.4 Access to Property. Borrower shall cause Mezzanine A Borrower and Mortgage Borrower to permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

4.1.5 Further Assurances; Supplemental Affidavits. Borrower shall, at Borrower’s sole cost and expense:

(a) cause Mezzanine A Borrower or Mortgage Borrower, as applicable, to furnish to Lender all instruments, documents, boundary surveys, footing or foundation surveys, certificates, plans and specifications, appraisals, title and other insurance reports and agreements, and each and every other document, certificate, agreement and instrument required to be furnished by Borrower pursuant to the terms of the Loan Documents or which are reasonably requested by Lender in connection therewith;

(b) execute and deliver to Lender such documents, instruments, certificates, assignments and other writings, and do such other acts necessary or desirable, to evidence, preserve and/or protect the collateral at any time securing or intended to secure the obligations of Borrower under the Loan Documents, as Lender may reasonably require; and

(c) do and execute all and such further lawful and reasonable acts, conveyances and assurances for the better and more effective carrying out of the intents and purposes of this Agreement and the other Loan Documents, as Lender shall reasonably require from time to time.

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4.1.6 Financial Reporting.

(a) GAAP. Borrower shall keep and maintain or shall cause to be kept and maintained, in accordance with GAAP, proper and accurate books, records and accounts reflecting all of the financial affairs of Borrower and all items of income and expense in connection with the Collateral and in connection with the operation on an individual basis of the Property. All financial statements delivered to Lender in accordance with this Section 4.1.6 shall be prepared in accordance with GAAP in the United States of America as in effect on the date so indicated and consistently applied (or such other accounting basis reasonably acceptable for Lender).

(b) Monthly Reports. Prior to a Securitization, within forty-five (45) days after the end of each calendar month, Borrower shall cause Mezzanine A Borrower or Mortgage Borrower, as applicable, to furnish to Lender a current (as of the calendar month just ended) balance sheet, a detailed operating statement (showing monthly activity and year-to-date) stating Gross Income from Operations, Operating Expenses and Net Cash Flow for the calendar month just ended, a general ledger, a rent roll and, as requested by Lender, a written statement setting forth any variance from the Annual Budget and other documentation supporting the information disclosed in the most recent financial statements. In addition, such statement shall also be accompanied by (i) a calculation reflecting the Debt Service Coverage Ratio as of the last day of such month for such month and (ii) a certificate of the chief financial officer of each of Borrower, Mezzanine A Borrower and Mortgage Borrower (or the general partner of Mezzanine A Borrower or Mortgage Borrower, as applicable) stating that the representations and warranties of Borrower set forth in Section 3.1.24 are true and correct as of the date of such certificate and that there are no trade payables outstanding for more than sixty (60) days.

(c) Quarterly Reports. Within sixty (60) days after the end of each calendar quarter, Borrower shall, and shall cause Mezzanine A Borrower, and shall cause Mezzanine A Borrower to cause Mortgage Borrower to furnish to Lender a detailed operating statement (showing quarterly activity and year-to-date) stating Gross Income from Operations, Operating Expenses, Net Cash Flow and net cash flow and capital expenditures for the calendar quarter just ended and a balance sheet for such quarter for Borrower, Mezzanine A Borrower and Mortgage Borrower. Borrower’s quarterly statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior calendar quarter, (ii) a calculation reflecting the Debt Service Coverage Ratio as of the last day of such quarter, for such quarter and the last four quarters; (iii) a current rent roll for the Property; (iv) a certificate executed by the chief financial officer of each of Borrower, Mezzanine A Borrower and Mortgage Borrower (or the general partner of Mortgage Borrower, or Mezzanine A Borrower, as applicable ) stating that each such quarterly statement presents fairly the financial condition and the results of operations of the Borrower, Mezzanine A Borrower, Mortgage Borrower, the Mezzanine A Collateral, the Collateral and the Property and has been prepared in accordance with general accepted accounting principles; and (v) any notice received from a tenant under any Major Lease threatening non-payment of Rent or other default, alleging or acknowledging a default by landlord, requesting a termination of a Major Lease or a material

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modification of any Major Lease or notifying Borrower of the exercise or non-exercise of any option provided for in such tenant’s Major Lease, or any other similar material correspondence received by Borrower from tenants under Major Leases during the subject fiscal quarter.

(d) Annual Reports. Within one hundred twenty (120) days after the end of each calendar year of Mortgage Borrower’s operation of the Property, Borrower will and will cause Mezzanine A Borrower to cause Mortgage Borrower to furnish to Lender a complete copy of Guarantor’s consolidated annual financial statements audited by a “big four” accounting firm or other independent certified public accountant acceptable to Lender in accordance with GAAP for such calendar year which financial statements shall contain a balance sheet, a detailed operating statement stating Gross Income from Operations, Operating Expenses, Net Cash Flow and net cash flow for each of Borrower, Mezzanine A Borrower, Mortgage Borrower, the Property and Guarantor. Guarantor’s consolidated annual financial statements shall be accompanied by (i) a comparison of the budgeted income and expenses and the actual income and expenses for the prior calendar year, (ii) a certificate executed by the chief financial officer of Guarantor or the general partner of Guarantor stating that each such annual financial statement presents fairly the financial condition and the results of operations of Borrower, Mezzanine A Borrower, Mortgage Borrower, the Mezzanine A Collateral, the Collateral and the Property and has been prepared in accordance with GAAP, and (iii) an unqualified opinion of a “big four” accounting firm or other independent certified public accountant reasonably acceptable to Lender.

(e) Certification; Supporting Documentation. Each such financial statement shall be in scope and detail satisfactory to Lender and certified by the chief financial representative of Borrower.

(f) Additional Reports. Borrower shall, and shall cause Mezzanine A Borrower, and shall cause Mezzanine A Borrower to cause Mortgage Borrower to, as applicable, deliver to Lender as soon as reasonably available but in no event later than thirty (30) days after such items become available to Mezzanine A Borrower or Mortgage Borrower in final form:

(i) copies of any final engineering or environmental reports prepared for Borrower, Mezzanine A Borrower or Mortgage Borrower with respect to the Property;

(ii) a copy of any notice received by Borrower, Mezzanine A Borrower or Mortgage Borrower from any environmental authority having jurisdiction over the Property with respect to a condition existing or alleged to exist or emanate from or at the Property; and

(iii) if requested by Lender, a summary report listing only Tenants and square footage occupied by such Tenants.

(g) Access. Upon reasonable advance written notice to Borrower, Lender shall have the right from time to time at all times during normal business hours to examine such books, records and accounts at the office of Borrower, Mezzanine A Borrower or Mortgage Borrower or other Person maintaining such books, records and accounts and to make such copies or extracts thereof as Lender shall desire. Lender shall to pay any costs and expenses incurred by Lender to examine Borrower’s, Mezzanine A Borrower’s or Mortgage Borrower’s accounting

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records with respect to the Mezzanine A Collateral, the Collateral or the Property, as Lender shall determine to be necessary or appropriate in the protection of Lender’s interest; provided, however, Borrower shall pay or shall cause Mezzanine A Borrower or Mortgage Borrower to pay such costs and expenses upon the occurrence of an Event of Default or a Trigger Event (as defined in the Mezzanine B Cash Management Agreement).

(h) Format of Delivery. Any reports, statements or other information required to be delivered under this Agreement shall be delivered (i) in paper form, (ii) on a diskette or (iii) if requested by Lender and within the capabilities of Borrower’s data systems without change or modification thereto, in electronic format reasonably acceptable to Lender.

(i) Annual Budget. Borrower shall submit or shall cause Mezzanine A Borrower to submit or shall cause Mezzanine A Borrower to cause Mortgage Borrower to submit the Annual Budget to Lender for Lender’s approval not later than sixty (60) days prior to the commencement of each Fiscal Year. Annual Budgets approved by Lender shall hereinafter be referred to as an “Approved Annual Budget.” In the event that Mortgage Borrower incurs an extraordinary operating expense or extraordinary capital expenditure not set forth in the Annual Budget (each, an “Extraordinary Expense”), then Borrower shall promptly deliver or cause Mortgage Borrower to deliver to Lender a reasonably detailed explanation of such proposed Extraordinary Expense for Lender’s approval.

(j) Other Required Information. Borrower shall, and shall cause Mezzanine A Borrower, and shall cause Mezzanine A Borrower to cause Mortgage Borrower to, as applicable, furnish to Lender, within five (5) Business Days after written request (or as soon thereafter as may be reasonably possible), such further detailed information with respect to the Mezzanine A Collateral, the Collateral, the operation of the Property and the financial affairs of Borrower, Mezzanine A Borrower or Mortgage Borrower as may be reasonably requested by Lender, including, without limitation, a comparison of the budgeted income and expenses and the actual income and expenses for a quarter and year to date for the Property, together with a detailed explanation of any variances of more than five percent (5%) between budgeted and actual amounts for such period and year to date.

(k) Guarantor’s Financial Reporting. Borrower shall cause Guarantor to comply with this Section 4.1.6.

4.1.7 Title. (a) Borrower will cause Mortgage Borrower as applicable to warrant and defend the validity and priority of the Liens of the Mortgage and the Assignment of Leases on the Property against the claims of all Persons whomsoever, subject only to Permitted Encumbrances (as defined in the Mortgage Loan Agreement).

(b) Borrower will warrant and defend the validity and priority of Lender’s security interest in the Collateral. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys’ fees and court costs) incurred by Lender if an interest in the Collateral, other than as permitted hereunder, is claimed by another Person.

4.1.8 Estoppel Statement. (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and

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certified, stating (i) the unpaid principal amount of the Note, (ii) the Applicable Interest Rate of the Note, (iii) the date installments of interest and/or principal were last paid, (iv) any offsets or defenses to the payment of the Debt, if any, and (v) that the Note, this Agreement, the Pledge Agreement, the Mortgage and the other Loan Documents have not been modified or if modified, giving particulars of such modification. Notwithstanding the foregoing, provided no Default or Event of Default shall have occurred, Lender shall be limited to one (1) request per calendar year.

(b) Only to the extent Borrower is entitled to receive under such applicable Lease, Borrower shall deliver or cause Mezzanine A Borrower to cause Mortgage Borrower to deliver to Lender, within thirty (30) days after request, an estoppel certificate from each Tenant under any Lease (provided that Borrower shall only be required to use commercially reasonable efforts to obtain an estoppel certificate from any Tenant not required to provide an estoppel certificate under its Lease); provided that such certificate may be in the form required under such Lease; provided further that Borrower shall not be required to deliver such certificates more frequently than two (2) times in any calendar year.

(c) After request by Lender, Borrower shall within ten (10) Business Days, furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the outstanding principal balance of the Mortgage Loan, (ii) the applicable interest rate of the Mortgage Loan, (iii) the date installments of interest and/or principal were last paid on the Mortgage Loan, (iv) any offsets or defenses to the Debt (as defined in the Mortgage Loan Agreement) under the Mortgage Loan, if any, and (v) that the Mortgage Loan Documents have not been modified or if modified, giving particulars of such modification.

(d) After request by Lender, Borrower shall within ten (10) Business Days, furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the outstanding principal balance of the Mezzanine Loan, (ii) the applicable interest rate of the Mezzanine Loan, (iii) the date installments of interest and/or principal were last paid on the Mezzanine Loan, (iv) any offsets or defenses to the Debt (as defined in the Mezzanine Loan Agreement) under the Mezzanine Loan, if any, and (v) that the Mezzanine Loan Documents have not been modified or if modified, giving particulars of such modification.

4.1.9 Leasing Matters.

(a) Borrower may permit Mortgage Borrower to enter into a proposed Lease (including the renewal or extension of an existing Lease (a “Renewal Lease”) without the prior written consent of Lender, provided such proposed Lease or Renewal Lease (i) provides for rental rates and terms comparable to existing local market rates and terms (taking into account the type and quality of the tenant) as of the date such Lease or Renewal Lease is executed by Mortgage Borrower (unless, in the case of a Renewal Lease, the rent payable during such renewal, or a formula or other method to compute the applicable rent during such renewal, is provided for in the original Lease), (ii) is an arms-length transaction with a bona fide, independent third party tenant, (iii) does not, in Borrower’s good faith judgment, have a Material Adverse Effect, (iv) is subject and subordinate to the Mortgage and the lessee thereunder agrees to attorn to cause Mortgage Borrower to Lender, (v) is written on the standard form of lease approved by Lender with modifications typically found in similar leases, and (vi) is not a Major

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Lease. All proposed Leases which do not satisfy the requirements set forth in this Section 4.1.9(a) shall be subject to the prior approval of Lender, which approval shall not be unreasonably withheld. Notwithstanding anything contained to the contrary herein, service orders or licenses in the ordinary course of Mortgage Borrower’s business with existing Tenants for (i) additional power, interconnections, services and/or conditioning; (ii) racks, cages or cabinets (but not additional demised space) not exceeding 500 square feet; or (iii) additional riser space, conduit space or ancillary space not exceeding 500 square feet shall not constitute an amendment to Major Lease requiring Lender’s approval hereunder; provided, however, any such service order or license, in one instance or in aggregate, shall not have any Material Adverse Effect. At Lender’s request, Borrower shall promptly deliver to Lender copies of all Leases which are entered into pursuant to this subsection (a) together with Officer’s Certificate stating that Mortgage Borrower has satisfied all of the conditions of this Section 4.1.9(a).

(b) Borrower (i) shall cause Mortgage Borrower to observe and perform, in all material respects, all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of any of the Leases as security for the Debt; (ii) shall cause Mortgage Borrower to promptly send copies to Lender of all notices of default or other material matters which Borrower shall send or receive with respect to the Leases; (iii) shall cause Mortgage Borrower to enforce in a commercially reasonable manner all of the material terms, covenants and conditions contained in the Leases upon the part of the tenant thereunder to be observed, or performed (except for termination of a Major Lease which shall require Lender’s prior written approval); (iv) shall not permit Mortgage Borrower to collect any of the Rents more than one (1) month in advance (except Security Deposits shall not be deemed Rents collected in advance); (v) shall not permit Mortgage Borrower to execute any other assignment of the lessor’s interest in any of the Leases or the Rents; (vi) shall not permit Mortgage Borrower to consent to any assignment of or subletting under any Major Leases not in accordance with their terms, without the prior written consent of Lender; and (vii) any Lease termination or cancellation fees shall be paid to Lender and held in the Deposit Account.

(c) Borrower may permit Mortgage Borrower to, without the consent of Lender, amend, modify or waive the provisions of any Lease or terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Lease (including any guaranty, letter of credit or other credit support with respect thereto) provided that such Lease is not a Major Lease and that such action (taking into account, in the case of a termination, reduction in rent, surrender of space or shortening of term, the planned alternative use of the affected space) does not have a Material Adverse Effect, and provided that such Lease, as amended, modified or waived, is otherwise in compliance with the requirements of this Agreement and the Mortgage Loan Agreement and any lease subordination agreement binding upon Mortgage Lender with respect to such Lease. A termination of a Lease (other than a Major Lease) with a tenant who is in default beyond applicable notice and grace periods shall not be considered an action which has a Material Adverse Effect. Any amendment, modification, waiver, termination, rent reduction, space surrender or term shortening which does not satisfy the requirements set forth in this Section 4.1.9(c) shall be subject to the prior written approval of Lender, which shall not be unreasonably withheld, at Borrower’s reasonable expense not to exceed $500 in any instance. At Lender’s request, Borrower shall cause Mortgage Borrower to promptly deliver, or cause to be delivered, to Lender copies of all Leases, amendments, modifications and waivers which are entered into pursuant to this Section 4.1.9(c) together with Officer’s Certificate stating that all of the conditions of this Section 4.1.9(c) have been satisfied.

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(d) Notwithstanding anything contained herein to the contrary, Borrower shall not permit Mortgage Borrower to, without the prior written consent of Lender, which consent shall not be unreasonably withheld, enter into, renew, extend, amend, modify, waive any provisions of, terminate, reduce rents under, accept a surrender of space under, or shorten the term of, any Major Lease or any instrument guaranteeing or providing credit support for any Major Lease.

(e) Notwithstanding the provisions of this Section 4.1.9, to the extent that Lender’s prior written approval is required pursuant to this Section 4.1.9, Lender shall, with respect to new Leases and modifications, amendments or terminations of existing Leases, have ten (10) Business Days from receipt of such written request and any and all material or relevant information and documentation (including, inter alia, a breakdown of all costs thereof) relating thereto (collectively, the “Lease Request Package”) in which to furnish Lender’s approval or disapproval thereof, provided, such request to Lender is marked in bold, uppercase lettering with the following language: “LENDER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the envelope containing the request must be marked “PRIORITY”. In the event Lender fails to respond to the Lease Request Package within ten (10) Business Days after Lender’s receipt of the Lease Request Package, or with respect to a Major Lease, thereafter Borrower sends a second written request containing the following marked in bold, uppercase lettering: “YOUR FAILURE TO RESPOND TO THIS REQUEST FOR APPROVAL WITHIN FIVE (5) BUSINESS DAYS AFTER RECEIPT SHALL RESULT IN THE ENCLOSED MATERIALS BEING DEEMED APPROVED” requiring a response within five (5) Business Days of Lender’s receipt of such second written request, Lender shall be deemed to have approved or consented to such new Lease or such modification, amendment or termination of an existing Leases, or with respect to a Major Lease, if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period. As part of the Lease Request Package, Borrower shall be required to provide Lender with such information and documentation as may be reasonably required by Lender, including without limitation, lease comparables and other market information as reasonably required by Lender.

(f) Notwithstanding the leasing approval procedures set forth above, to facilitate Borrower’s leasing process, Borrower may cause Mortgage Borrower to present prospective leasing transactions to Lender prior to the negotiation of a final lease pursuant to the following procedures:

(i) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9, Borrower shall have the right to cause Mortgage Borrower to submit to Lender a summary term sheet of the proposed lease or a draft of the Lease, each including all material terms for the proposed lease including, without limitation, the identity of the tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Mortgage Borrower, and as supplemented by any additional information concerning such lease or tenant as may be

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reasonably requested by Lender (the “Lease Term Sheet”). Lender shall use commercially reasonable efforts to respond within ten (10) Business Days after Lender’s receipt of Mortgage Borrower’s or Borrower’s written request marked “Priority” (and containing a similar statement in bold, uppercase lettering as required under subsection (e) above) for approval or consent of the Lease Term Sheet and the delivery by Mortgage Borrower or Borrower of such other information and documentation reasonably requested by Lender in connection therewith. If Lender fails to respond to such request within ten (10) Business Days after receipt of such request and the delivery by Mortgage Borrower or Borrower of any other additional information or documentation reasonably requested by Lender in connection therewith, or with respect to a Major Lease, thereafter Mortgage Borrower or Borrower sends to Lender a second request marked “Priority” and containing a legend in bold, uppercase letters stating that Lender’s failure to respond within five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the Lease Term Sheet, or with respect to a Major Lease, if Lender fails to respond to such second written request before the expiration of such five (5) Business Day period. If Lender approves or is deemed to have approved the Lease Term Sheet, Lender’s prior approval shall not be required for the final Lease, except to the extent such final Lease (A) deviates in any material respect from the terms set forth in the Lease Term Sheet or contains any material terms not set forth in the Lease Term Sheet and Lender determines in good faith that such deviation or new information shall materially or adversely affect either (1) Mortgage Borrower’s interest under the Lease or (2) Lender’s interest in this Agreement or the other Loan Documents, (B) if a draft lease had not been submitted to Lender, deviates in any material respect from the standard form of lease approved by Lender and Lender determines in good faith that such deviation shall materially or adversely affect either (1) Mortgage Borrower’s interest under the Lease or (2) Lender’s interest in this Agreement or the other Loan Documents or (C) is not fully executed within one hundred twenty (120) days after the Lease Term Sheet is approved or deemed approved. Borrower shall deliver to Lender a fully executed copy of the Lease within ten (10) days of the execution thereof; and

(ii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved Lease Term Sheet pursuant to subsection (f)(i) above, Lender shall use commercially reasonable efforts to respond within five (5) Business Days after Lender’s receipt of both (A) Mortgage Borrower or Borrower’s written request marked “Priority” (and containing a similar statement in bold, uppercase lettering as required under subsection (f)(i) above) for such approval or consent and (B) such other information and documentation as is material or relevant to the request or otherwise is reasonably requested by Lender. If Lender fails to respond to such request within such five (5) Business Day period, and thereafter Mortgage Borrower or Borrower sends a second request containing a legend in bold, uppercase letters stating that Lender’s failure to respond within a second five (5) Business Days shall be deemed consent or approval, Lender shall be deemed to have approved or consented to the matter for which Lender’s consent or approval was sought if Lender fails to respond to such second written request before the expiration of such second five (5) Business Day period, provided that there have been no material deviations from the Lease Term Sheet and that the aggregate economics of the transaction are no less favorable to Mortgage Borrower than as set forth in the Lease Term Sheet.]

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4.1.10 Alterations. Lender’s prior approval shall be required in connection with any alterations to any Improvements (except tenant improvements under any Lease approved by Lender (Lender, subject to Lender’s reliance upon the truth, accuracy and completeness of Borrower’s representations set forth in Section 3.1.22 hereof, having approved of all Leases that exist as of the date hereof) or under any Lease for which approval was not required by Lender under this Agreement adversely affecting structural components of the Property, utilities, HVAC or the exterior of the building) (a) that may have a Material Adverse Effect on Borrower’s, Mortgage Borrower’s or Mezzanine A Borrower’s financial condition, the value of the Property or the ongoing revenues and expenses of the Property or (b) the cost of which (including any related alteration, improvement or replacement) is reasonably anticipated to exceed the Alteration Threshold, which approval may be granted or withheld in Lender’s sole discretion. If the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements shall at any time exceed the Alteration Threshold, Borrower shall promptly deliver to Lender as security for the payment of such amounts and as additional security for Borrower’s obligations under the Loan Documents any of the following: (i) cash, (ii) Letters of Credit (iii) U.S. Obligations, (iv) other securities acceptable to Lender, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same, or (v) a completion bond, provided that Lender shall have received a Rating Agency Confirmation as to the form and issuer of same. Such security shall be in an amount equal to the excess of the total unpaid amounts incurred and to be incurred with respect to such alterations to the Improvements (other than such amounts to be paid or reimbursed by Tenants under the Leases) and (y) amounts actually deposited with Mortgage Lender by Mortgage Borrower as security with respect to such alterations pursuant to Section 4.1.10 of the Mortgage Loan Agreement.

4.1.11 Material Agreements. (a) Borrower shall and shall cause Mezzanine A Borrower to cause Mortgage Borrower to, (i) promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under each Material Agreement and Operating Agreement to which it is a party, and do all things necessary to preserve and to keep unimpaired its rights thereunder, (ii) promptly notify Lender in writing of the giving of any notice of any default by any party under any Material Agreement and Operating Agreement of which it is aware and (iii) promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the other party under each Material Agreement and Operating Agreement to which it is a party in a commercially reasonable manner.

(b) Borrower shall not and shall cause Mezzanine A Borrower to cause Mortgage Borrower to not, without Lender’s prior written consent: (i) enter into, surrender or terminate any Material Agreement to which it is a party (unless the other party thereto is in material default and the termination of such agreement would be commercially reasonable), (ii) increase or consent to the increase of the amount of any charges under any Material Agreement to which it is a party, except as provided therein or on an arms’-length basis and commercially reasonable terms; or (iii) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Material Agreement to which it is a party in any material respect, except on an arms’-length basis and commercially reasonable terms.

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4.1.12 Performance by Borrower. (a) Borrower shall in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Loan Document executed and delivered by Borrower and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Loan Document executed and delivered by Borrower without the prior consent of Lender.

(b) Borrower shall cause Mortgage Borrower to in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Mortgage Loan Document executed and delivered by Mortgage Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Mortgage Loan Document executed and delivered by Mortgage Borrower without the prior consent of Lender.

(c) Borrower shall cause Mezzanine A Borrower to in a timely manner observe, perform and fulfill each and every covenant, term and provision of each Mezzanine A Loan Document executed and delivered by Mezzanine A Borrower, and shall not enter into or otherwise suffer or permit any amendment, waiver, supplement, termination or other modification of any Mezzanine A Loan Document executed and delivered by Mezzanine A Borrower without the prior consent of Lender.

4.1.13 Costs of Enforcement/Remedying Defaults. In the event (a) the Note or any other Loan Document is put into the hands of an attorney for collection, suit or action (b) of the bankruptcy, insolvency, rehabilitation or other similar proceeding in respect of Borrower, Mortgage Borrower or Guarantor or an assignment by Borrower, Mezzanine A Borrower Mortgage Borrower or Guarantor for the benefit of their respective creditors, or (d) Lender shall remedy or attempt to remedy any Event of Default hereunder, Borrower shall be chargeable with and agrees to pay all reasonable costs incurred by Lender as a result thereof, including costs of collection and defense (including reasonable attorneys’, experts’, consultants’ and witnesses’ fees and disbursements) in connection therewith and in connection with any appellate proceeding or post-judgment action involved therein, which shall be due and payable within ten (10) days on written demand, together with interest thereon from the date incurred by Lender at the Default Rate, and together with all required service or use taxes.

4.1.14 Business and Operations.

Borrower shall cause each of Mezzanine A Borrower and Mortgage Borrower to continue to engage in the businesses currently conducted by it as and to the extent the same are necessary for the ownership and leasing of the Property. Borrower, Mezzanine A Borrower and Mortgage Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership and leasing of the related Property. Borrower shall cause Mortgage Borrower to at all times cause the Property to be maintained as a carrier hotel/telecommunications interconnection facility.

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4.1.15 Loan Fees. Borrower shall pay all fees and costs (including, without limitation, all origination and commitment fees) required of Borrower pursuant to the terms of that certain term sheet (the “Term Sheet”) between Borrower and Lender dated December 12, 2006.

4.1.16 Intentionally Omitted.

4.1.17 Intentionally Omitted.

4.1.18 Intentionally Omitted.

4.1.19 Notice of Certain Events. Borrower shall give notice, or cause notice to be given, to Lender promptly upon the occurrence of:

(a) any Default, Mezzanine A Loan Default, Mezzanine A Loan Event of Default, Mortgage Loan Default or Mortgage Loan Event of Default;

(b) any default or event of default under any Contractual Obligation of Borrower, or, to the knowledge of Borrower, Mezzanine A Borrower, Mortgage Borrower or Guarantor that could reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding affecting Borrower, or, to the knowledge of Borrower, affecting any of Mortgage Borrower, Mezzanine A Borrower, Borrower or Guarantor, which could reasonably be expected to have a Material Adverse Effect;

(d) a change in the business, operations, property or financial or other condition or prospects of Borrower, or, to the knowledge of Borrower, Mezzanine A Borrower, Mortgage Borrower or Guarantor which could reasonably be expected to have a Material Adverse Effect.

4.1.20 Further Assurances. Borrower shall, and shall cause Mezzanine A Borrower, and shall cause Mezzanine A Borrower to cause Mortgage Borrower to, promptly (a) cure any defects in the execution and delivery of the Loan Documents, the Mezzanine A Loan Documents, or Mortgage Loan Documents, as applicable, and (b) execute and deliver, or cause to be executed and delivered, all such other documents, agreements and instruments as Lender may reasonably request to further evidence and more fully describe the collateral for the Loan, to correct any omissions in the Loan Documents, the Mezzanine A Loan Documents or Mortgage Loan Documents, to perfect, protect or preserve any Liens created under any of the Loan Documents, the Mezzanine A Loan Documents or Mortgage Loan Documents, or to make any recordings, file any notices, or obtain any consents, as may be necessary or appropriate in connection therewith. Borrower grants Lender an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Lender under the Loan Documents, at law and in equity, including without limitation such rights and remedies available to Lender pursuant to Sections 10.2, 10.3, and 10.4.

4.1.21 Intentionally Omitted.

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4.1.22 Principal Place of Business, State of Organization. Borrower shall not cause or permit any change to be made in its, Mezzanine A Borrower’s or Mortgage Borrower’s name, identity (including its trade name or names), place of organization or formation (as set forth in Section 3.1.1 hereof) of Borrower’s, Mezzanine A Borrower’s or Mortgage Borrower’s corporate, partnership or other structure unless Borrower, Mezzanine A Borrower or Mortgage Borrower shall have first notified Lender in writing of such change at least thirty (30) days prior to the effective date of such change, and shall have first taken all action required by Lender for the purpose of perfecting or protecting the lien and security interests of Lender pursuant to this Agreement, the Mezzanine B Cash Management Agreement and the other Loan Documents and, in the case of a change in Borrower’s structure, without first obtaining the prior consent of Lender. Upon Lender’s request, Borrower shall execute and deliver additional financing statements, security agreements and other instruments which may be necessary to effectively evidence or perfect Lender’s security interest in the Collateral as a result of such change of principal place of business or place of organization. Borrower’s principal place of business and chief executive office, and the place where Borrower keeps its books and records, including recorded data of any kind or nature, regardless of the medium or recording, including software, writings, plans, specifications and schematics, is the address of Borrower set forth at the introductory paragraph of this Agreement (unless Borrower notifies Lender in writing at least thirty (30) days prior to the date of such change). Borrower’s organizational identification number, if any, assigned by the state of incorporation or organization is correctly set forth in the introductory paragraph of this Agreement. Borrower shall promptly notify Lender of any change in its organizational identification number. If Borrower does not now have an organizational identification number and later obtains one, Borrower promptly shall notify Lender of such organizational identification number.

4.1.23 Special Distributions. On each date on which amounts are required to be disbursed to the Mezzanine B Collection Account (as defined in the Mezzanine A Cash Management Agreement) pursuant to the terms of the Mezzanine A Cash Management Agreement or are required to be paid to Lender under any of the Loan Documents, Borrower shall exercise its rights under Mezzanine A Borrower Company Agreement to cause Mezzanine A Borrower to make to Borrower a distribution in an aggregate amount such that Lender shall receive the amount required to be disbursed to the Mezzanine B Collection Account or otherwise paid to Lender on such date.

4.1.24 Curing. Lender shall have the right, but shall not have the obligation, to exercise Borrower’s rights under the Loan Documents (a) to cure a Mezzanine A Loan Default, Mezzanine A Loan Event of Default, Mortgage Loan Default or Mortgage Loan Event of Default and (b) to satisfy any Liens, claims or judgments against the Mezzanine A Collateral (except for liens permitted by the Mezzanine A Loan Documents) and the Property (except for Liens permitted by the Mortgage Loan Documents), in the case of either (a) or (b), unless Borrower, Mezzanine A Borrower, or Mortgage Borrower shall be diligently pursuing remedies to cure to Lender’s sole satisfaction. Borrower shall reimburse Lender on demand for any and all costs incurred by Lender in connection with curing any such Mezzanine A Loan Default, Mezzanine A Event of Default, Mortgage Loan Default or Mortgage Loan Event of Default or satisfying any Liens, claims or judgments against the Property or the Mezzanine A Collateral.

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4.1.25 Mortgage Reserve Funds. Borrower shall cause Mortgage Borrower to deposit and maintain each of the Mortgage Reserve Funds as more particularly set forth in Article VI of the Mortgage Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mortgage Reserve Funds, if any, subject to the prior rights of Mortgage Lender, and any and all monies now or hereafter deposited in each Mortgage Reserve Fund as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Borrower’s interest in the Mortgage Reserve Funds, if any, until expended or applied in accordance with the Mortgage Loan Documents or the Loan Documents, Borrower’s interest in the Mortgage Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mortgage Reserve Funds to the payment of the Debt in any order in its sole discretion.

4.1.26 Mortgage Borrower Covenants. Borrower shall cause Mortgage Borrower to comply with all obligations with which Mortgage Borrower has covenanted to comply under the Mortgage Loan Agreement and all other Mortgage Loan Documents (including, without limitation, those certain affirmative and negative covenants set forth in Article IV of the Mortgage Loan Agreement).

4.1.27 Mezzanine A Reserve Funds. Borrower shall cause Mezzanine A Borrower to deposit and maintain each of the Mezzanine A Reserve Funds, as more particularly set forth in Article VI of the Mezzanine A Loan Agreement and to perform and comply with all the terms and provisions relating thereto. Borrower grants to Lender a first-priority perfected security interest in Borrower’s interest in each of the Mezzanine A Reserve Funds, if any, subject to the prior rights of Mezzanine A Lender, and any and all monies now or hereafter deposited in each Mezzanine A Reserve Fund as additional security for payment of the Debt to the extent Borrower has an interest in same. Subject to the qualifications regarding Borrower’s interest in the Mezzanine A Reserve Funds, if any, until expended or applied in accordance with the Mezzanine A Loan Documents or the Loan Documents, Borrower’s interest in the Mezzanine A Reserve Funds shall constitute additional security for the Debt and upon the occurrence of an Event of Default, Lender may, in addition to any and all other remedies available to Lender, apply any sums then present in any or all of the Mezzanine A Reserve Funds to the payment of the Debt in any order in its sole discretion.

Mezzanine A Borrower Covenants. Borrower shall cause Mezzanine A Borrower to comply with all obligations with which Mezzanine A Borrower has covenanted to comply under the Mezzanine A Loan Agreement and all other Mezzanine A Loan Documents (including, without limitation, those certain affirmative and negative covenants set forth in Article IV of the Mezzanine A Loan Agreement).

Section 4.2 Borrower Negative Covenants. Borrower covenants and agrees with Lender that:

4.2.1 Liens. (a) Borrower shall not create, incur, assume or suffer to exist any Lien on any of the Collateral except for Liens created by or permitted pursuant to the Loan Documents.

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(b) Borrower shall not permit or cause Mezzanine A Borrower or Mortgage Borrower to create, incur, assume or suffer to exist any Lien on any portion of the Mezzanine A Collateral or the Property or permit any such action to be taken, except: (i) Permitted Encumbrances; (ii) Liens created by or permitted pursuant to the Mezzanine A Loan Documents, Mortgage Loan Documents; and (iii) Liens for Taxes or Other Charges not yet due. Borrower shall obtain Lander’s consent for any Lien for which Mezzanine A Borrower or Mortgage Borrower is required to obtain Mezzanine A Lender’s or Mortgage Lender’s consent under the Mezzanine A Loan Agreement or the Mortgage Loan Agreement, as applicable.

4.2.2 Dissolution. Borrower shall not, and shall not permit Mortgage Borrower or Mezzanine A Borrower to (a) engage in any dissolution, liquidation or consolidation or merger with or into any other business entity, (b) in the case of Borrower, engage in any business activity not related to the ownership of equity interests in Mezzanine A Borrower, (c) in the case of Mortgage Borrower, engage in any business activity not related to the ownership and operation of the Property, (d) in the case of Mezzanine A Borrower, engage in any business activity not related to the ownership and operation of the Mortgage Borrower, (e) transfer, lease or sell, in one transaction or any combination of transactions, all or substantially all of the property or assets of Borrower, Mezzanine A Borrower or Mortgage Borrower, as applicable, except to the extent expressly permitted by the Loan Documents, the Mezzanine A Loan Documents or the Mortgage Loan Documents, or (f) cause, permit or suffer any SPC Party to (i) dissolve, wind up or liquidate or take any action, or omit to take an action, as a result of which such SPC Party would be dissolved, wound up or liquidated in whole or in part, or (ii) amend, modify, waive or terminate the certificate of incorporation or bylaws of such SPC Party, in each case without obtaining the prior consent of Lender.

4.2.3 Change in Business. Borrower shall not enter into any line of business other than the ownership of the Collateral. Borrower shall not permit Mortgage Borrower to enter into any line of business other than ownership and operations of the Property. Borrower shall not permit Mezzanine A Borrower to enter into any line of business other than the ownership of the Mezzanine A Collateral and business that is incidental and appropriate thereto.

4.2.4 Debt Cancellation. Borrower shall not cancel or otherwise forgive or release any claim or debt owed to Borrower by any Person, except for adequate consideration and in the ordinary course of Borrower’s business. Borrower shall not permit Mezzanine A Borrower to cancel or otherwise forgive or release any claim or debt owed to Mezzanine A Borrower, except for adequate consideration and in the ordinary course of Mezzanine A Borrower’s business. Borrower shall not permit Mortgage Borrower to cancel or otherwise forgive or release any claim or debt (other than termination of Leases in accordance with the Mortgage Loan Documents) owed to Mortgage Borrower by any Person, except for adequate consideration and in the ordinary course of Mortgage Borrower’s business.

4.2.5 Affiliate Transactions. Borrower shall not enter into, or be a party to, any transaction with an Affiliate of Borrower or any of the partners of Borrower except in the ordinary course of business and on terms which are fully disclosed to Lender in advance and are no less favorable to Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party. Borrower shall not permit Mezzanine A

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Borrower or Mortgage Borrower to enter into, or be a party to, any transaction with an Affiliate of Mezzanine A Borrower or Mortgage Borrower or any of the partners of Mezzanine A Borrower or Mortgage Borrower except in the ordinary course of business and on terms which are fully disclosed to Lender in advance and are no less favorable to Mezzanine A Borrower or Mortgage Borrower or such Affiliate than would be obtained in a comparable arm’s-length transaction with an unrelated third party.

4.2.6 Zoning. Borrower shall not permit Mortgage Borrower to initiate or consent to any zoning reclassification of any portion of the Property or seek any variance under any existing zoning ordinance or use or permit the use of any portion of the 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, without the prior written consent of Lender.

4.2.7 Assets. Borrower shall not purchase or own any property other than the Collateral. Borrower shall not permit Mezzanine A Borrower or Mortgage Borrower to purchase or own any property other than the Property or the Mezzanine A Collateral, as applicable, and any property necessary or incidental for the operation of the Property or the Mezzanine A Collateral, as applicable.

4.2.8 No Joint Assessment. Borrower shall not permit Mortgage Borrower to suffer, permit or initiate the joint assessment of the Property (a) with any other real property constituting a tax lot separate from the Property, and (b) with any portion of the Property which may be deemed to constitute personal property, or any other procedure whereby the lien of any taxes which may be levied against such personal property shall be assessed or levied or charged to the Property.

4.2.9 Principal Place of Business. Borrower shall not change its principal place of business from the address set forth on the first page of this Agreement without first giving Lender thirty (30) days prior notice.

4.2.10 ERISA. (a) Borrower shall not engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Lender of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non- exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

(b) Borrower shall deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as requested by Lender in its reasonable discretion, that (i) Borrower is not an “employee benefit plan” as defined in Section 3(3) of ERISA, which is subject to Title I of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Borrower is not subject to any state statute regulating investments of, or fiduciary obligations with respect to, governmental plans; and (iii) one or more of the following circumstances is true:

(A) Equity interests in Borrower are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2);

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(B) Less than twenty-five percent (25%) of each outstanding class of equity interests in Borrower is held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2); or

(C) Borrower qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or (e).

4.2.11 Material Agreements. Borrower shall not, and shall cause Mezzanine A Borrower to not, and shall cause Mezzanine A Borrower to cause Mortgage Borrower to not, without Lender’s prior written consent: (a) enter into, surrender or terminate any Material Agreement or Operating Agreement to which it is a party (unless the other party thereto is in material default and the termination of such agreement would be commercially reasonable), (b) increase or consent to the increase of the amount of any charges under any Material Agreement or Operating Agreement to which it is a party, except as provided therein or on an arm’s-length basis and commercially reasonable terms; or (c) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Material Agreement or Operating Agreement to which it is a party in any material respect, except on an arms’-length basis and commercially reasonable terms.

4.2.12 Intentionally Omitted.

4.2.13 Limitation on Securities Issuances. None of Borrower or any of its Subsidiaries shall issue any limited liability company or limited partnership interests or other securities other than those that have been issued as of the date hereof.

4.2.14 Limitations on Distributions. Following the occurrence and during the continuance of an Event of Default, Borrower shall not make any distributions to its members.

4.2.15 Other Limitations. Prior to the payment in full of the Debt, neither Borrower nor any of its Subsidiaries shall, without the prior written consent of Lender (which may be furnished or withheld at its sole and absolute discretion), give its consent or approval to any of the following actions or items:

(a) except as permitted by Lender herein (i) any refinance of the Mortgage Loan or Mezzanine A Loan (ii) any prepayment in full of the Mortgage Loan or Mezzanine A Loan, (iii) any Transfer of the Mezzanine A Collateral or the Property or any portion thereof or of any interest, direct or indirect, in Mezzanine A Borrower or Mortgage Borrower, or (iv) any action in connection with or in furtherance of the foregoing (including, but not limited to, any defeasance of the Mezzanine A Loan and/or Mortgage Loan, as applicable);

(b) creating, incurring, assuming or suffering to exist any additional Liens on any portion of the Property or the Mezzanine A Collateral except for Permitted Encumbrances.

(c) any modification, amendment, consolidation, spread, restatement, waiver or termination of any of the Mezzanine A Loan Documents or the Mortgage Loan Documents;

(d) approve the terms of any Annual Budget;

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(e) the distribution to the partners, members or shareholders of Mezzanine A Borrower or Mortgage Borrower of property other than cash;

(f) except as set forth in an Approved Annual Budget or as permitted under the Mortgage Loan Documents, any (i) improvement, renovation or refurbishment of all or any part of the Property to a materially higher standard or level than that of comparable properties in the same market segment and in the same geographical area as the Property, (ii) removal, demolition or material alteration of the improvements or equipment on the Property or (iii) material increase in the square footage or gross leasable area of the improvements on the Property if a material portion of any of the expenses in connection therewith are paid or incurred by Mortgage Borrower;

(g) any material change in the method of conduct of the business of Borrower or Mortgage Borrower (including the entering into of an operating lease with respect to all or any part of the Property), such consent to be given in the sole discretion of the Lender;

(h) the settlement of any claim against Borrower, Mezzanine A Borrower, Mortgage Borrower, other than a fully insured third party claim, in any amount greater than $1,000,000 (in the case of Borrower) or $1,000,000 (in the case of Mortgage Borrower or Mezzanine A Borrower), such consent to be given in the sole discretion of the Lender; or

(i) except as required by the Mortgage Loan Documents, any determination to restore the Property after a Casualty or Condemnation.

4.2.16 Contractual Obligations. Other than the Loan Documents, the Borrower Operating Agreement (and the initial limited liability company interests in Borrower issued pursuant thereto), and the Mezzanine A Borrower Company Agreements, neither Borrower nor any of its assets shall be subject to any Contractual Obligations, and Borrower shall not enter into any agreement, instrument or undertaking by which it or its assets are bound, except for such liabilities, not material in the aggregate, that are incidental to its activities as a limited partner or regular member, as applicable, of Mezzanine A Borrower.

4.2.17 Refinancing. Borrower shall not consent to or permit a refinancing of the Mezzanine A Loan or Mortgage Loan unless it obtains the prior consent of Lender, provided that Lender shall consent to a refinancing in full of the Mezzanine A Loan or Mortgage Loan if, after considering the following factors, Lender determines in its reasonable discretion that such factors have been satisfied:

(a) no Event of Default or event which with the giving of notice and/or lapse of time would constitute an Event of Default under this Agreement shall have occurred and be continuing;

(b) the new mortgage loan or new mezzanine loan including, without limitation, any successive refinancing (“New Mortgage/Mezzanine Loan”) shall have (A) an interest rate that is no higher than the current interest rate provided for under the Mortgage Loan or the Mezzanine A Loan, as applicable (or in the event the Mortgage Loan, or the Mezzanine A Loan, as applicable is a floating rate loan, an interest rate that is benchmarked off the same index and with a spread over such index which is no greater than the then current spread applicable to

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the Mortgage Loan or the Mezzanine A Loan, as applicable), as determined by Lender in its sole discretion (and shall provide for an interest rate cap substantially identical to the Interest Rate Protection Agreement (as defined in the Mortgage Loan Agreement or the Mezzanine A Loan Agreement), provided, however, that in connection with a permitted refinancing during the three (3) months prior to the Maturity Date the interest rate may be at the then prevailing market rate; (B) a principal balance that is no more than the balance of the Mortgage Loan or the Mezzanine A Loan, as applicable, on the date of the refinancing plus any advances made by Mortgage Lender, Mezzanine A Lender or the Servicer (as defined in the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as applicable) in order to protect or preserve the Property (as defined in the Mortgage Loan Agreement) or the Mezzanine A Collateral or the lien of the Mortgage Loan Documents on the Property or the lien of the Mezzanine A Loan Documents on the Mezzanine A Collateral, as applicable; provided, however, that in connection with a permitted refinancing during the three (3) months prior to the Maturity Date, the principal balance may also include reasonable and customary closing costs; (C) if the New Mortgage/Mezzanine Loan provides for amortization, amortization amounts not greater than that calculated on the basis of an equal monthly payment self liquidating twenty-nine (29) year loan using the initial interest rate for the permitted refinancing in question for such calculation; provided, however, that the amount of amortization may be greater than the amortization under the Mortgage Loan or the Mezzanine A Loan, as applicable, due to an increase in the principal balance as permitted under subsection (B) above; (D) a maturity date that is no earlier than that provided for under the Mortgage Loan or the Mezzanine A Loan, as applicable, at the time of the closing hereof; (E) no provisions providing for the payment of any additional interest, fees, participating interest or other similar equity feature; (F) no provision in which collateral not granted for the benefit of Mortgage Lender or the Mezzanine A Lender or otherwise encumbered with respect to the Mortgage Loan or the Mezzanine A Loan, as applicable, as of the date hereof is granted for the benefit of or with respect to the New Mortgage/Mezzanine Loan; (G) no provision whereby the New Mortgage/Mezzanine Loan is cross-defaulted with any other Indebtedness; (H) reserves substantially the same as those maintained under the Mortgage Loan or the Mezzanine A Loan, as applicable, and a cash management and lockbox arrangement substantially similar to that maintained under the Mortgage Loan or the Mezzanine A Loan, as applicable; and (I) no provisions that prohibit the prepayment of the New Mortgage/Mezzanine Loan from and after the Permitted Prepayment Date (as defined in the Mortgage Loan Agreement or the Mezzanine A Loan Agreement, as applicable,) without the payment of a prepayment premium or penalty that is greater than the prepayment premium or penalty required under the Mortgage Loan Agreement;

(c) the terms of the New Mortgage/Mezzanine Loan shall permit the Loan, shall provide the same express rights to the Lender as the Mortgage Loan or the Mezzanine A Loan, as applicable, and shall not conflict with the terms of the Loan and the new mortgage lender or mezzanine lender shall enter into an intercreditor agreement with Lender no less favorable to Lender than the then existing intercreditor agreement;

(d) the Property or the Mezzanine A Collateral may not be transferred in connection with such refinancing except pursuant to a Transfer made in accordance with Section 8.1 of this Agreement, the Mortgage Loan Agreement;

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(e) Borrower shall pay all costs and expenses of Lender incurred in connection with any such refinancing, including, without limitation, reasonable fees and expenses of Lender’s counsel, or the Mezzanine A Loan Agreement, as applicable;

(f) Borrower shall execute and deliver such amendments to this Agreement and the other Loan Documents as Lender may request in connection with such New Mortgage/Mezzanine Loan;

(g) Lender shall have received such settlement statements, pay-off letters, opinions and other documentation as it shall reasonably request in connection with such refinancing; and

(h) Lender shall have received at least thirty (30) days prior written notice of such refinancing.

Upon the satisfaction of the foregoing, Borrower may permit or consent to a refinancing of the Mortgage Loan or the Mezzanine A Loan, whereupon such New Mortgage/Mezzanine Loan shall be deemed to be the Mortgage Loan and/or the Mezzanine Loan as defined herein.

V. INSURANCE, CASUALTY AND CONDEMNATION

Section 5.1 Insurance.

5.1.1 Insurance Policies.

(a) Borrower shall cause Mortgagor Borrower to maintain at all times during the term of the Loan the insurance required under Section 5.1 of the Mortgage Loan Agreement, including, without limitation, meeting all insurer requirements thereunder. In addition, Borrower shall cause Lender to be named as an additional named insured under each of the insurance policies described in Sections 5.1.1(a)(ii), (v), (vii), (viii), (ix) and (x) of the Mortgage Loan Agreement and Lender shall be identified in each policy as follows: UBS Real Estate Securities, Inc., a Delaware corporation, its successors, assigns and participants as their respective interests may appear, as secured party. In addition, Borrower shall cause Lender to be named as a named insured together with Mortgage Lender, as their interest may appear but subject to the terms of any intercreditor agreement between Lender and Mezzanine Lender, under the insurance policies required under Sections 5.1.1(a)(i), (iii), (iv) and (vi) of the Mortgage Loan Agreement and Lender shall be identified in each policy as follows: UBS Real Estate Securities Inc., a Delaware corporation, its successors, assigns and participants as their respective interests may appear, as secured party. Borrower shall also cause all insurance policies required under this Section 5.1 to provide for at least thirty (30) days prior notice to Lender in the event of policy cancellation or material changes. Borrower shall provide Lender with evidence of all such insurance required hereunder simultaneously with Mortgage Borrower’s provision of such evidence to Mortgage Lender.

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(b) If at any time Lender is not in receipt of written evidence, after the expiration of applicable time periods described in the Mortgage Loan Agreement or after Lender’s written request for such evidence, that all insurance required hereunder is in full force and effect, Lender shall have the right, without notice to Borrower, to take such action as Lender deems necessary to protect its interest in the Property, including, without limitation, the obtaining of such insurance coverage as Lender in its reasonable discretion deems appropriate and all premiums incurred by Lender in connection with such action or in obtaining such insurance and keeping it in effect shall be paid by Borrower to Lender upon written demand and until paid shall be secured by the Collateral and shall bear interest at the Default Rate.

Section 5.2 Casualty and Condemnation.

5.2.1 Casualty. If the Property shall sustain a Casualty, Borrower shall give prompt notice of such Casualty to Lender and shall cause Mortgage Borrower to promptly commence and diligently prosecute to completion the repair and restoration of the Property as nearly as possible to the condition the Property was in immediately prior to such Casualty (a “Restoration”) and otherwise in accordance with Section 5.3 of the Mortgage Loan Agreement, it being understood, however, that Borrower shall not be obligated to restore the Property to the precise condition of the Property prior to such Casualty provided the Property is restored, to the extent practicable, to be of at least equal value and of substantially the same character as prior to the Casualty. Borrower shall cause Mortgage Borrower to pay all costs of such Restoration whether or not such costs are covered by insurance. Lender may, but shall not be obligated to, make proof of loss if not made promptly by Mortgage Borrower. In the event of a Casualty where the loss does not exceed Restoration Threshold, Borrower may permit Mortgage Borrower to settle and adjust such claim; provided that (a) no Event of Default or Mortgage Loan Event of Default has occurred and is continuing and (b) such adjustment is carried out in a commercially reasonable and timely manner. In the event of a Casualty where the loss exceeds the Restoration Threshold or if an Event of Default or Mortgage Loan Event of Default then exists, Borrower may permit Mortgage Borrower to settle and adjust such claim only with the prior written consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any such adjustments. Notwithstanding any Casualty, Borrower shall continue to pay the Debt at the time and in the manner provided for its payment in the Note and in this Agreement.

5.2.2 Condemnation. Borrower shall give Lender prompt notice of any actual or threatened Condemnation by any Governmental Authority of all or any part of the Property and shall cause Mortgage Borrower to deliver to Lender a copy of any and all papers served in connection with such proceedings. Borrower may permit Mortgage Borrower to settle and compromise the Condemnation only with prior written the consent of Lender (which consent shall not be unreasonably withheld or delayed) and Lender shall have the opportunity to participate, at Borrower’s cost, in any litigation and settlement discussions in respect thereof: Lender may participate in any such proceedings, and Borrower shall from time to time deliver to Lender all instruments requested by Lender to permit such participation. Borrower shall cause Mortgage Borrower to, at its expense, diligently prosecute any such proceedings, and shall consult with Lender, its attorneys and experts, and cooperate with them in the carrying on or defense of any such proceedings. Lender is hereby irrevocably appointed as Borrower’s attorney-in-fact, coupled with an interest, with exclusive power to collect, receive and retain any Award and to make any compromise or settlement in connection with any such Condemnation. Notwithstanding any Condemnation, Borrower shall continue to pay the Debt at the time and in

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the manner provided for its payment in the Note and in this Agreement and the Debt shall not be reduced until Net Liquidation Proceeds After Debt Service have been actually received and applied by Lender, after the deduction of expenses of collection, to the reduction or discharge of the Debt. Lender shall not be limited to the interest paid on the Award by any Governmental Authority but shall be entitled to receive out of the Net Liquidation Proceeds After Debt Service at the rate or rates provided herein or in the Note. If the Property or any portion thereof is taken by any Governmental Authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property and otherwise comply with the provisions of Section 5.3 of the Mortgage Loan Agreement.

5.2.3 Restoration. Borrower shall, or shall cause Mortgage Borrower to, deliver to Lender all reports, plans, specifications, documents and other materials that are delivered to Mortgage Lender under Section 5.3 of the Mortgage Loan Agreement in connection with a restoration of the Property after a Casualty or Condemnation. If any portion of the Property is taken by a condemning authority, Borrower shall cause Mortgage Borrower to promptly commence and diligently prosecute the Restoration of the Property pursuant to Article V of the Mortgage Loan Agreement and otherwise comply with the provisions of Article V of the Mortgage Loan Agreement.

VI. RESERVE FUNDS

Section 6.1 Intentionally Omitted.

Section 6.2 Tax Funds.

6.2.1 Deposits of Tax Funds. On the Closing Date, Borrower shall deposit with Lender the amount of One Hundred Thirty Two Thousand Four Hundred Eighty Eight and 44/100 Dollars ($132,488.44) and shall be deposited on each Monthly Payment Date an amount equal to one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate sufficient funds to pay all such Taxes at least ten (10) days prior to their respective due dates. Amounts deposited pursuant to this Section 6.2.1 are referred to herein as the “Tax Funds”. If at any time Lender reasonably determines that the Tax Funds will not be sufficient to pay the Taxes, Lender shall notify Borrower of such determination and the monthly deposits for Taxes shall be increased by the amount that Lender estimates is sufficient to make up the deficiency at least ten (10) days prior to the respective due dates for the Taxes; provided that if Borrower receives notice of any deficiency after the date that is ten (10) days prior to the date that Taxes are due, Borrower will deposit such amount within one (1) Business Day after its receipt of such notice.

6.2.2 Release of Tax Funds. Lender shall have the right to apply the Tax Funds to payments of Taxes. In making any payment relating to Taxes, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax Funds shall exceed the amounts due for Taxes, Lender shall, release all such excess Tax Funds to Borrower. Any Taxes paid by Lender from the Tax Funds shall be deemed to be a capital contribution from Borrower to Mortgage Borrower.

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6.2.3 Waiver of Tax Escrow. Borrower shall be relieved of its obligation to make deposits of Tax Funds under Section 6.2.1 above, to the extent Mortgage Borrower or Mezzanine A Borrower is required to and does make all required deposits to a tax escrow account under the Mortgage Loan or the Mezzanine A Loan, as applicable. Within a reasonable period of time after Lender’s written request therefor, Borrower shall provide Lender with reasonable evidence that such deposits have been made that all Taxes have been paid.

Section 6.3 Insurance Funds.

6.3.1 Deposits of Insurance Funds. On the Closing Date, Borrower shall deposit with Lender the amount of Thirty Three Thousand Two Hundred Forty Three and 33/100 Dollars ($33,243.33) and shall be deposited on each Monthly Payment Date an amount equal to one-twelfth (1/12^th) of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies. Amounts deposited pursuant to this Section 6.3.1 are referred to herein as the “Insurance Funds”. If at any time Lender reasonably determines that the Insurance Funds will not be sufficient to pay the Insurance Premiums, Lender shall notify Borrower of such determination and the monthly deposits for Insurance Premiums shall be increased by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to expiration of the Policies.

6.3.2 Release of Insurance Funds. Lender shall have the right to apply the Insurance Funds to payment of Insurance Premiums. In making any payment relating to Insurance Premiums, Lender may do so according to any bill, statement or estimate procured from the insurer or its agent, without inquiry into the accuracy of such bill, statement or estimate. If the amount of the Insurance Funds shall exceed the amounts due for Insurance Premiums, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Insurance Funds. Any Insurance Funds remaining after the Debt has been paid in full shall be returned to Borrower. Any Insurance Premiums paid by Lender from the Insurance Funds shall be deemed to be a capital contribution from Borrower to Mortgage Borrower.

6.3.3 Waiver of Insurance Escrow. Borrower shall be relieved of its obligation to make deposits of Insurance Funds under Section 6.3.1 above to the extent Mortgage Borrower or Mezzanine A Borrower is required to and does make all required deposits to an insurance escrow account under the Mortgage Loan or the Mezzanine A Loan, as applicable. Within a reasonable period of time after Lender’s written request therefor, Borrower shall provide Lender with reasonable evidence such deposit have been made and that all Insurance Premiums have been paid.

Section 6.4 Intentionally Omitted.

Section 6.5 Rollover Funds.

6.5.1 Deposit of Rollover Funds. Borrower shall deposit with Lender on each Monthly Payment Date any early lease termination or cancellation fees or a similar cost paid by any terminating Tenant under any Major Lease following the date hereof. Amounts deposited pursuant to this Section 6.5.1 are referred to herein as the “Rollover Funds”.

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6.5.2 Release of Rollover Funds. Lender shall direct Agent to disburse to Borrower the Rollover Funds as provided in this Section upon satisfaction by Borrower of each of the following conditions: (a) Borrower shall submit a request for payment to Lender at least ten (10) days prior to the date on which Borrower requests such payment be made and specifies the amount requested, (b) on the date such request is received by Lender and on the date such payment is to be made, no Event of Default shall exist and remain uncured, (c) Lender shall have reviewed and approved the proposed Lease or Leases for the space previously leased under the terminated Major Lease (the “Vacant Space”), (d) Lender shall have received an estoppel certificate from the applicable replacement Tenant stating that (i) all required work is complete and refunds are due Tenant pursuant to its Lease and (ii) such Tenant is in occupancy and paying full unabated rent (without any offset or credit) has taken possession of the demised premises and is open for business thereon, and (e) Lender shall have received such other evidence as Lender shall reasonably request. Provided that conditions (a) through (e) of this Section 6.5.2 have been satisfied, Rollover Funds shall be disbursed to Borrower on a pro rata basis as the rent stream under the terminated Major Lease is replaced by the rent stream of Lease or Leases of the Vacant Space (provided, however, such Rollover Funds shall be deposited in the Deposit Account upon an Event of Default or a Trigger Event). Lender shall not be required to disburse Rollover Funds more frequently than once each calendar month, and any such disbursement must be in an amount greater than the Minimum Disbursement Amount (or a lesser amount if the total amount of Rollover Funds is less than the Minimum Disbursement Amount, in which case only one disbursement of the amount remaining in the account shall be made).

6.5.3 Waiver of Rollover Escrow. Borrower shall be relieved of its obligation to make deposits of Rollover Funds under Section 6.5.1 above to the extent Mortgage Borrower or Mezzanine A Borrower is required to and does make deposits to a lease termination or cancellation account under the Mortgage Loan or the Mezzanine A Loan, as applicable. Within a reasonable period of time after Lender’s written request therefor, Borrower shall provide Lender with reasonable evidence the deposits of the Rollover Funds required under Section 6.5.1 of this Agreement have been made. Borrower shall make a capital contribution to Mortgage Borrower indirectly through Mezzanine A Borrower in an amount equal to any Rollover Funds disbursed to Borrower as and when such disbursements are made pursuant to Section 6.5.2 of this Agreement. Borrower shall cause Mezzanine A Borrower to cause Mortgage Borrower to pay the related lease termination or cancellation fees.

Section 6.6 Intentionally Omitted.

Section 6.7 Security Interest in Reserve Funds.

6.7.1 Grant of Security Interest. Borrower hereby pledges to Lender, and grants a security interest in, any and all monies now or hereafter deposited in the Reserve Funds as additional security for the payment of the Loan. The Reserve Funds shall be held in Lender’s name and may be commingled with Lender’s own funds at financial institutions selected by Lender in its sole discretion. Upon the occurrence of an Event of Default, Lender may apply any sums then present in the Reserve Funds to the payment of the Loan in any order

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in its sole discretion. Until expended or applied as above provided, the Reserve Funds shall constitute additional security for the Loan. Lender shall have no obligation to release any of the Reserve Funds while any Event of Default or Default then exists. The Reserve Funds shall be held in an Eligible Account in Permitted Investments in accordance with the terms and provisions of this Agreement. Lender shall not be liable for any loss sustained on the investment of any funds constituting the Reserve Funds. Borrower shall indemnify Lender and hold Lender harmless from and against any and all actions, suits, claims, demands, liabilities, losses, damages, obligations and costs and expenses (including litigation costs and reasonable attorneys fees and expenses) arising from or in any way connected with the Reserve Funds or the performance of the obligations for which the Reserve Funds were established. Borrower shall assign to Lender all rights and claims Borrower may have against all persons or entities supplying labor, materials or other services which are to be paid from or secured by the Reserve Funds; provided, however, that Lender may not pursue any such right or claim unless an Event of Default has occurred and remains uncured.

6.7.2 Income Taxes. Borrower shall report on its federal, state and local income tax returns all interest or income earned by Borrower on the applicable Reserve Funds.

6.7.3 Prohibition Against Further Encumbrance. Borrower shall not, without the prior consent of Lender, further pledge, assign or grant any security interest in the Reserve Funds or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Lender as the secured party, to be filed with respect thereto.

6.7.4 Transfer of Reserve Funds under Mortgage Loan. If Mortgage Lender waives any reserves or escrow accounts required in accordance with the terms of the Mortgage Loan Agreement, which reserves or escrow accounts are required in accordance with the terms of this Article VI, or if the Mortgage Loan is refinanced or paid off in full (without a prepayment of the Loan) and Reserve Funds that are required hereunder are not required under the new mortgage loan, if any, then Borrower shall cause any amounts that would have been deposited into any reserves or escrow accounts in accordance with the terms of the Mortgage Loan Agreement to be transferred to and deposited with Lender in accordance with the terms of this Article VI (and Borrower shall enter into a cash management and lockbox agreement for the benefit of Lender substantially similar to the arrangement entered into at the time of the closing of the Mortgage Loan), and, if any letters of credit have been substituted by Mortgage Borrower for any such reserves or escrows as may be specifically permitted by the Mortgage Loan Agreement, then Borrower shall also cause such letters of credit to be transferred to Lender to be held by Lender upon the same terms and provisions as set forth in the Mortgage Loan Agreement.

VII. PROPERTY MANAGEMENT

Section 7.1 The Management Agreement. Borrower shall cause Mortgage Borrower to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall cause Mortgage Borrower to (a) diligently perform and observe all of the terms, covenants and conditions of the Management Agreement on the part of Mortgage

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Borrower to be performed and observed, (b) promptly notify Lender of any notice to Mortgage Borrower of any default by Mortgage Borrower in the performance or observance of any of the terms, covenants or conditions of the Management Agreement on the part of Mortgage Borrower to be performed and observed, and (c) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement. If Mortgage Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Mortgage Borrower to be performed or observed, then, subject to Mortgage Lender’s or Mezzanine A Lender’s rights under the Mortgage Loan Agreement or Mezzanine A Loan Agreement, as applicable, without limiting Lender’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder, Borrower shall cause Mortgage Borrower to permit Lender, at Lender’s sole option, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Mortgage Borrower to be performed or observed, provided that Lender shall have no obligation to do so.

Section 7.2 Prohibition Against Termination or Modification. Except as may be permitted pursuant to the Mortgage Loan Documents, Borrower shall not allow Mortgage Borrower or Mezzanine A Borrower to surrender, terminate, cancel, modify, renew, amend or extend the Management Agreement, or enter into any other agreement relating to the management or operation of the Property with any Manager or any other Persons, or consent to the assignment by any Manager of its interest under the Management Agreement, in each case without the express consent of Lender, which consent shall not be unreasonably withheld; provided, however, with respect to a new manager and/or management agreement such consent may be conditioned upon Borrower delivering a Rating Agency Confirmation as to such new manager and management agreement and, if such new manager is an Affiliate of Borrower, upon delivery of a non-consolidation opinion acceptable to the Rating Agencies. If at any time Lender consents to the appointment of a new manager, such new manager and Borrower shall, as a condition of Lender’s consent, execute a subordination of management agreement in the form then used by Lender.

Section 7.3 Replacement of Manager. Lender shall have the right to require Borrower to cause Mortgage Borrower to replace the Manager with a Qualifying Manager upon the occurrence of any one or more of the following events: (a) at any time following the occurrence of an Event of Default and/or (b) if Manager shall be in default under the Management Agreement beyond any applicable notice and cure period or if at any time the Manager has engaged in gross negligence, fraud or willful misconduct and/or (c) if a receiver, liquidator or trustee shall be appointed for any Manager or any Manager shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, any Manager, or if any proceeding for the dissolution or liquidation of any Manager shall be instituted. The rights of Lender (x) to approve any change in the Management Agreement, (y) to cause the termination of the existing Manager and (z) to cause the designation of a replacement manager shall be subject to any rights of the Mortgage Lender under the Mortgage Loan Documents to take such actions, and the satisfaction of any conditions set forth in the Mortgage Loan Documents relating to the appointment of a

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replacement manager. Borrower shall provide to Lender any request for action relating to a Manager, including for any change in the Management Agreement, any termination of the existing Manager or approval of a replacement manager, within five (5) Business Days of Borrower’s receipt thereof pursuant to the provisions of the Mortgage Borrower Company Agreement. In the event Lender and Mortgage Lender shall have such rights relating to a Manager under the Loan Documents and Mortgage Loan Documents, respectively, Lender may exercise such rights, but only to the extent the Mortgage Lender shall not have previously exercised (or be deemed to have exercised) such rights.

VIII. PERMITTED TRANSFERS

Section 8.1 Transfer or Encumbrance of Property. (a) Without the prior written consent of Lender, Borrower shall not, and shall not permit any other Restricted Party to (i) directly or indirectly sell, transfer, convey, mortgage, pledge, or assign the Property or the Collateral, any part thereof or any interest therein (including any partnership or any other ownership interest in Borrower or any other Restricted Party); (ii) further encumber, alienate, grant a Lien or grant any other interest in the Property, the Collateral or any part thereof (including any partnership or other ownership interest in Mortgage Borrower), whether voluntarily or involuntarily; (iii) enter into any easement or other agreement granting rights in or restricting the use or development of the Property or the Collateral; (iv) if any Restricted Party is a trust or nominee trust, any merger, consolidation or the sale or pledge of the legal or beneficial interest in such Restricted Party or the creation or issuance of new legal or beneficial interests; or (vi) the removal or the resignation of a Manager (including, without limitation, an Affiliated Manager) other than in accordance with Article VII hereof.

(b) As used in this Article VIII, “transfer” shall include (i) an installment sales agreement wherein Mortgage Borrower or Borrower agrees to sell the Property or the Collateral or any part thereof for a price to be paid in installments; (ii) an agreement by any Borrower or Restricted Party leasing all or a substantial part of the Property for other than actual occupancy by a space tenant thereunder or a sale, assignment or other transfer of, or the grant of a security interest in, Mortgage Borrower’s right, title and interest in and to any Leases or any Rents; (iii) if Borrower or any other Restricted Party is a corporation, the voluntary or involuntary sale, conveyance or transfer of such corporation’s stock (or the stock of any corporation directly or indirectly controlling such corporation by operation of law or otherwise) or the creation or issuance of new stock such that such corporation’s stock shall be vested in a party or parties who are not now stockholders or any change in the control of such corporation; and (iv) if Borrower or any other Restricted Party is a limited or general partnership, joint venture or limited liability company, any merger or consolidation or the change, removal, resignation or addition of a general partner, managing partner, limited partner, joint venturer or member or the transfer of the partnership interest of any general partner, managing partner or limited partner or the transfer of the interest of any joint venture or member.

(c) Lender shall not be required to demonstrate any actual impairment of its security or any increased risk of default hereunder in order to declare the Debt immediately due and payable upon any “transfer” without Lender’s consent. This provision shall apply to every “transfer” regardless of whether voluntary or not, or whether or not Lender has consented to any previous transfer, in each case to the extent Lender’s consent is required hereunder.

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(d) Lender’s consent to one transfer of the Property shall not be deemed to be a waiver of Lender’s right to require such consent to any future occurrence of same. Any transfer of the Property made in contravention of this paragraph shall be null and void and of no force and effect.

(e) Borrower agrees to bear and shall pay or reimburse Lender on written demand for all reasonable expenses (including, without limitation, reasonable attorneys’ fees and disbursements, title search costs and title insurance endorsement premiums) incurred by Lender in connection with the review, approval and documentation of any transfer.

Section 8.2 Permitted Transfer. Notwithstanding the provisions of Section 8.1 hereof, provided that no Default or Event of Default shall have occurred and remain uncured, Lender’s consent shall not be required in connection with one or a series of Transfers, of up to forty-nine percent (49%) of the stock, the limited partnership interests or non-managing membership interests (as the case may be) in any Restricted Party (other than Guarantor); provided, however, no such Transfer shall result in the change of Control in a Restricted Party (other than Guarantor), and as a condition to each such Transfer, Lender shall receive not less than thirty (30) days prior notice of such proposed Transfer and copies of the documents transferring such interest and, if requested by Lender, evidence that the organizational structure of Borrower and each SPC Party remains in compliance with the covenants set forth in Section 3.1.24 hereof and the requirements of the Rating Agencies. If after giving effect to any such Transfer, more than forty-nine percent (49%) in the aggregate of direct or indirect interests in a Restricted Party (other than Guarantor) are owned by any Person and its Affiliates that owned less than forty-nine percent (49%) direct or indirect interest in such Restricted Party as of the Closing Date, Borrower shall, no less than thirty (30) days prior to the effective date of any such Transfer, deliver to Lender an Additional Insolvency Opinion acceptable to Lender and the Rating Agencies. In addition, at all times, Guarantor must continue to Control Borrower, Mezzanine A Borrower, Mortgage Borrower, Guarantor and Affiliate Manager and own, directly or indirectly, at least a 50% legal and beneficial interest in Borrower, Mezzanine A Borrower, Mortgage Borrower and Affiliate Manager. All reasonable costs and expenses incurred by Lender in connection with the foregoing shall be payable by Borrower. Notwithstanding anything contained in this Section 8.2 to the contrary, a Sale or Pledge (other than the pledge of the Collateral pursuant to this Agreement) or issuance of any direct ownership interests in Mortgage Borrower shall not be permitted.

IX. SALE AND SECURITIZATION OF LOAN

Section 9.1 Sale of Loan and Securitization. (a) Lender shall have the right (i) to sell or otherwise transfer the Loan or any portion thereof as a whole loan, (ii) to sell participation interests in the Loan or (iii) to securitize the Loan or any portion thereof in one or more private or public single-asset or pooled-loan securitizations. (The transactions referred to in clauses (i), (ii) and (iii) shall hereinafter be referred to collectively as “Secondary Market Transactions” and the transaction referred to in clause (iii) shall hereinafter be referred to as a “Securitization.” Any single- or multi-class certificates, notes or other securities issued in connection with a Securitization are hereinafter referred to as “Securities”).

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(b) If requested by Lender, Borrower shall assist Lender in satisfying the market standards to which Lender customarily adheres or which may be reasonably required in the marketplace or by the Rating Agencies in connection with any Secondary Market Transactions, including, without limitation, to:

(i) provide, or cause Mortgage Borrower or Mezzanine A Borrower to provide, (A) updated financial and other information with respect to the Property, the business operated at the Property, Borrower, Mezzanine A Borrower, Mortgage Borrower and the Manager, (B) provide updated budgets relating to the Property, the Mezzanine A Collateral or the Collateral and (C) provide updated appraisals, market studies, environmental reviews (Phase I’s and, if appropriate, Phase II’s), property condition reports and other due diligence investigations of the Property (the “Updated Information”), together with appropriate verification of the Updated Information through letters of auditors or opinions of counsel acceptable to Lender and the Rating Agencies;

(ii) provide opinions of counsel, which may be relied upon by Lender, the Rating Agencies and their respective counsel, agents and representatives, as to non-consolidation, fraudulent conveyance, and “true sale” or any other opinion customary in Secondary Market Transactions or required by the Rating Agencies with respect to the Property, the Mezzanine A Collateral, or the Collateral, Mortgage Borrower, Mezzanine A Borrower, Borrower and Affiliates, which counsel and opinions shall be satisfactory to Lender and the Rating Agencies; provided, however, all legal costs, fees and expenses of such opinions shall be evenly split between Borrower and Lender and payable by each of Borrower and Lender of its respective fifty percent (50%);

(iii) attend management meetings and conduct tours of the Property;

(iv) provide updated, as of the closing date of the Secondary Market Transaction, representations and warranties made in the Loan Documents and such additional representations and warranties as the Rating Agencies may require; and

(v) execute such amendments to the Loan Documents and Borrower’s organizational documents reasonably requested by Lender, including, without limitation, the modification of all operative dates (including, without limitation, the Monthly Payment Date, the Determination Date, the Interest Period, and the Maturity Date) under the Loan Documents by up to ten (10) days (such modification a “Re-Dating”), the execution of one or more replacement loan agreements, as may be requested by Lender or the Rating Agencies to effect the Securitization and/or deliver one or more new component notes to replace the original note or modify the original note to reflect multiple components of the Loan (and such new notes or modified note shall have the same initial weighted average coupon of the original note, but such new notes or modified note may change the interest rate, Monthly Payment Date and amortization of the Loan), and modify the Mezzanine B Cash Management Agreement with respect to the newly created components such that the pricing and marketability of the Securities and the size of each class of Securities and the rating assigned to each such class by the Rating Agencies shall provide the most favorable rating levels and achieve the optimum rating levels for the Loan; provided, however, any such amendments or agreements will not materially alter the payment terms set forth in this Agreement or the other Loan Documents or materially and

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adversely affect Borrower or impose additional material obligations or liabilities upon Borrower. In connection with a Securitization, Borrower shall cooperate with Lender to implement any Re-Dating (including obtaining a modification of any Interest Rate Cap Agreement), and to satisfy all requirements of each of the Rating Agencies with respect to the Loan and the Securitization as required by this Section 9.1. If Borrower shall fail to cooperate with Lender as set forth in this Section 9.1 within ten (10) Business Days of each initial request by Lender, Lender is hereby appointed as Borrower’s attorney in fact to execute any and all documents necessary to accomplish the Re-Dating, including, without limitation, obtaining a modification of any Interest Rate Cap Agreement. For purposes of this subsection (v), the phrase “initial request” shall mean the initial request made by Lender with respect to a particular issue with reasonable specificity and shall include all related issues arising directly or logically therefrom such that issues arising directly or logically therefrom shall not serve to extend the ten (10) Business Day deadline imposed pursuant to this subsection (v).

(c) If, at any time one or more Disclosure Documents are being prepared for a Securitization, Lender expects that Borrower alone or Borrower and one or more Affiliates of Borrower collectively, or the Property alone or the Property and Related Property collectively, will be a Significant Obligor, Borrower shall furnish to Lender upon request (i) the selected financial data or, if applicable, Net Operating Income, required under Item 1112(b)(l) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed ten percent (10%) (but less than twenty percent (20%)) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization or (ii) the financial statements required under Item 1112(b)(2) of Regulation AB, if Lender expects that the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization may, or if the principal amount of the Loan together with any Related Loans as of the cut-off date for such Securitization and at any time during which the Loan and any Related Loans are included in a Securitization does, equal or exceed twenty percent (20%) of the aggregate principal amount of all mortgage loans included or expected to be included, as applicable, in the Securitization. Such financial data or financial statements shall be furnished to Lender (A) within ten (10) Business Days after notice from Lender in connection with the preparation of Disclosure Documents for the Securitization, (B) not later than thirty (30) days after the end of each fiscal quarter of Borrower and (C) not later than seventy-five (75) days after the end of each fiscal year of Borrower; provided, however, that Borrower shall not be obligated to furnish financial data or financial statements pursuant to clauses (B) or (C) of this sentence with respect to any period for which a filing pursuant to the Exchange Act in connection with or relating to the Securitization (an “Exchange Act Filing”) is not required. If requested by Lender, Borrower shall furnish to Lender financial data and/or financial statements for any tenant of the Property if, in connection with a Securitization, Lender expects there to be, with respect to such tenant or group of affiliated tenants, a concentration within all of the mortgage loans included or expected to be included, as applicable, in the Securitization such that such tenant or group of affiliated tenants would constitute a Significant Obligor.

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Section 9.2 Securitization Indemnification. (a) Borrower understands that information provided to Lender by Borrower and its agents, counsel and representatives may be included in disclosure documents in connection with the Securitization, including, without limitation, an offering circular, a prospectus, prospectus supplement, private placement memorandum or other offering document (each, a “Disclosure Document”) and may also be included in filings with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and may be made available to investors or prospective investors in the Securities (or any class thereof), the Rating Agencies, and service providers relating to the Securitization.

(b) Borrower shall provide in connection with each of (i) a preliminary and a final private placement memorandum or (ii) a preliminary and final prospectus or prospectus supplement, as applicable, an agreement (A) certifying that Borrower has examined such Disclosure Documents specified by Lender and that each such Disclosure Document, as it relates to Borrower, Mezzanine A Borrower, Mortgage Borrower, Borrower Affiliates, the Property, the Collateral, the Mezzanine A Collateral, Manager and all other aspects of the Loan, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, (B) indemnifying Lender (and for purposes of this Section 9.2, Lender hereunder shall include its officers and directors), the Affiliate of Lender that has filed the registration statement relating to the Securitization (the “Registration Statement”), each of its directors, each of its officers who have signed the Registration Statement and each Person that controls the Affiliate within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Lender Group”) , and Lender, and any other placement agent or underwriter with respect to the Securitization, each of their respective directors and each Person who controls Lender or any other placement agent or underwriter within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act (collectively, the “Underwriter Group”) for any losses, claims, damages or liabilities (collectively, the “Liabilities”) to which Lender, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such sections or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated in such sections or necessary in order to make the statements in such sections, in light of the circumstances under which they were made, not misleading and (C) agreeing to reimburse Lender, the Lender Group and/or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender Group and the Underwriter Group in connection with investigating or defending the Liabilities; provided, however, that Borrower will be liable in any such case under clauses (B) or (C) above only to the extent that any such loss claim, damage or liability arises out of or is based upon any such untrue statement or omission made therein in reliance upon and in conformity with information furnished to Lender by or on behalf of Borrower in connection with the preparation of the Disclosure Document or in connection with the underwriting or closing of the Loan, including, without limitation, financial statements of Borrower, operating statements and rent rolls with respect to the Property. This indemnity agreement will be in addition to any liability which Borrower may otherwise have.

(c) In connection with Exchange Act Filings, Borrower shall (i) indemnify Lender, the Lender Group and the Underwriter Group for Liabilities to which Lender, the Lender Group or the Underwriter Group may become subject insofar as the Liabilities arise out of or are

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based upon the omission or alleged omission to state in the Disclosure Document a material fact required to be stated in the Disclosure Document in order to make the statements in the Disclosure Document, in light of the circumstances under which they were made, not misleading and (ii) reimburse Lender, the Lender Group or the Underwriter Group for any legal or other expenses reasonably incurred by Lender, the Lender Group or the Underwriter Group in connection with defending or investigating the Liabilities.

(d) Promptly after receipt by an indemnified party under this Section 9.2 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 9.2, notify the indemnifying party in writing of the commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the extent that failure to notify causes prejudice to the indemnifying party. In the event that any action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled, jointly with any other indemnifying party, to participate therein and, to the extent that it (or they) may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party. After written notice from the indemnifying party to such indemnified party under this Section 9.2, such indemnified party shall pay for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there are any legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party at the cost of the indemnifying party. The indemnifying party shall not be liable for the expenses of more than one separate counsel unless an indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to another indemnified party.

(e) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 9.2(b) or (c) is for any reason held to be unenforceable as to an indemnified party in respect of any losses, claims, damages or liabilities (or action in respect thereof) referred to therein which would otherwise be indemnifiable under Section 9.2(b) or (c), the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages or liabilities (or action in respect thereof); provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, the following factors shall be considered: (i) Lender’s and Borrower’s relative knowledge and access to information concerning the matter with respect to which the claim was asserted; (ii) the opportunity to correct and prevent any statement or omission; and (iii) any other equitable considerations appropriate in the circumstances. Lender and Borrower hereby agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation.

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(f) The liabilities and obligations of both Borrower and Lender under this Section 9.2 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.

(g) Notwithstanding anything contained in this Article IX, Borrower agrees to act in a commercially reasonable manner with respect to requests made by Lender or any Rating Agency in a Secondary Market Transaction; provided, however, all costs, fees and expenses of such Secondary Market Transaction (other than legal costs, fees and expenses of Borrower) shall be the sole responsibility of Lender.

X. DEFAULTS

Section 10.1 Event of Default. (a) Each of the following events shall constitute an event of default hereunder (an “Event of Default”):

(i) if any portion of the Debt is not paid when due;

(ii) if any of the Taxes or Other Charges are not paid within five (5) days following notice to Borrower that the same are due and payable;

(iii) if the Policies are not kept in full force and effect or if certified copies of the Policies are not delivered to Lender upon request;

(iv) if Borrower breaches or permits or suffers a breach of Article 6 of the Mortgage, the Pledge Agreement or the Mezzanine A Pledge Agreement;

(v) if any representation or warranty made by Borrower herein or in any other Loan Document, or in any report, certificate, financial statement or other instrument, agreement or document furnished to Lender shall have been false or misleading in any material respect as of the date the representation or warranty was made; provided, however, that if Borrower did not have knowledge at the time of representation or warranty that such representation or warranty was false or misleading in any material respect and the same is susceptible of being cured, Borrower shall have the right to cure such representation or warranty within a period of thirty (30) days after written notice to Borrower from Lender;

(vi) if Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPC Party or Guarantor shall make an assignment for the benefit of creditors;

(vii) if Borrower, Mezzanine A Borrower or Mortgage Borrower or Guarantor fails or admits its inability to pay debts generally as they become due;

(viii) if a receiver, liquidator or trustee shall be appointed for Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPC Party or Guarantor or if Borrower, Mezzanine A Borrower, Mortgage Borrower, any SPC Party or Guarantor shall be adjudicated a bankrupt or insolvent, or if any petition for bankruptcy, reorganization or arrangement pursuant

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to federal bankruptcy law, or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in by, Borrower, Mortgage Borrower, Mezzanine A Borrower, any SPC Party or Guarantor, or if any proceeding for the dissolution or liquidation of Borrower, Mortgage Borrower, Mezzanine A Borrower, any SPC Party or Guarantor shall be instituted; provided, however, if such appointment, adjudication, petition or proceeding was involuntary and not consented to by Borrower, Mezzanine A Borrower, Mortgage Borrower and SPC Party or Guarantor, upon the same not being discharged, stayed or dismissed within thirty (30) days or if an order for relief is entered;

(ix) if Borrower attempts to assign its rights under this Agreement or any of the other Loan Documents or any interest herein or therein in contravention of the Loan Documents;

(x) Intentionally Omitted;

(xi) if any of the assumptions contained in the Insolvency Opinion, or in any other non-consolidation opinion delivered to Lender in connection with the Loan, or in any other non-consolidation delivered subsequent to the closing of the Loan, is or shall become untrue in any material respect; provided, however, such untrue assumption shall not constitute an Event of Default if (A) such untrue assumption was immaterial and such breach must be susceptible of cure, (B) Borrower corrects such untrue assumption within 30 days of notice from Lender and (C) Borrower or Mortgage Borrower delivers to Lender within such 30-day period opinions of counsel acceptable to Lender and Rating Agencies to the effect that such untrue assumption shall not negate or impair the opinions contained in the substantive non-consolidation opinion letter delivered to Lender at closing of the Loan;

(xii) if Borrower, Mezzanine A Borrower or Mortgage Borrower breaches any representation, warranty or covenant contained in Section 3.1.24 hereof; provided, however, such breach of any representation, warranty or covenant contained in Section 3.1.24 hereof shall not constitute an Event of Default if (A) such breach was immaterial and such breach must be susceptible of cure, (B) Borrower, Mezzanine A Borrower or Mortgage Borrower corrects such breach within 30 days of notice from Lender and (C) if requested by Lender upon its determination that such breach might be considered by a court as a factor in the court’s finding for a consolidation of the assets of Borrower with the assets of another person or entity, Borrower delivers to Lender within such 30-day period opinions of counsel acceptable to lender and Rating Agencies to the effect that such breach shall not negate or impair the opinions contained in the substantive non-consolidation opinion letter delivered to Lender at closing of the Loan;

(xiii) if a material default has occurred and continues beyond any applicable cure period under any Management Agreement entered into pursuant to Article VII hereof, and if such default permits the Manager thereunder to terminate or cancel the Management Agreement;

(xiv) if Borrower shall continue to be in Default under any of the terms, covenants or conditions of Section 9.1 hereof, or fails to cooperate with Lender in connection with a Securitization pursuant to the provisions of Section 9.1 hereof, for five (5) Business Days after notice to Borrower from Lender;

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(xv) if Borrower fails to obtain or maintain an Interest Rate Protection Agreement or replacement thereof in accordance with Section 2.5 hereof;

(xvi) if there is any breach of any representation, warranty or covenant contained in Section 4 of the Pledge Agreement;

(xvii) Intentionally Omitted;

(xviii) if Borrower breaches any of its obligations under Section 2.4.5 hereof;

(xix) if Borrower shall continue to be in Default under any of the other terms, covenants or conditions of this Agreement not specified in subsections (i) to (xviii) above, for ten (10) days after notice to Borrower from Lender, in the case of any Default which can be cured by the payment of a sum of money, or for thirty (30) days after notice from Lender in the case of any other Default; provided, however, that if such non-monetary Default is susceptible of cure but cannot reasonably be cured within such thirty (30) day period and provided further that Borrower shall have commenced to cure such Default within such thirty (30) day period and thereafter diligently and expeditiously proceeds to cure the same, such thirty (30) day period shall be extended for such time as is reasonably necessary for Borrower in the exercise of due diligence to cure such Default, such additional period not to exceed sixty (60) days;

(xx) if there shall be a Default under any of the other Loan Documents beyond any applicable cure periods contained in such Loan Documents, whether as to Borrower, Mezzanine A Borrower, Mortgage Borrower, the Collateral, the Mezzanine A Collateral, or the Property, or if any other such event shall occur or condition shall exist, if the effect of such event or condition is to accelerate the maturity of any portion of the Debt or to permit Lender to accelerate the maturity of all or any portion of the Debt;

(xxi) if Guarantor shall, at any time, fail to maintain the Required Net Worth;

(xxii) if (A) this Agreement, the Note or any other Loan Document shall, in whole or in part, terminate, cease to be effective or cease to be a legally valid, binding and enforceable obligation of Borrower; (B) Borrower or any Subsidiary of Borrower shall take any action in connection therewith or in furtherance thereof; or (C) any party to any Loan Document (other than the Lender) shall assert in writing that such document has ceased to be in full force and effect; or (D) the Liens created pursuant to any Loan Document shall cease to be a fully perfected enforceable first priority security interest or any portion of the Collateral is Transferred without Lender’s prior written consent; or

(xxiii) a Mortgage Loan Event of Default shall occur, or a Mezzanine A Loan Event of Default shall occur.

(b) Upon the occurrence of an Event of Default (other than an Event of Default described in Section 10.1(a)(vi), (vii) or (viii) above) and at any time thereafter Lender may, in addition to any other rights or remedies available to it pursuant to this Agreement and the other Loan Documents or at law or in equity, take such action, without notice or demand, that Lender deems advisable to protect and enforce its rights against Borrower and in and to the Collateral, including, without limitation, declaring the Debt to be immediately due and payable, and Lender

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may enforce or avail itself of any or all rights or remedies provided in the Loan Documents and any or all of the Collateral and may exercise all the rights and remedies of a secured party under the Uniform Commercial Code, as adopted and enacted by the State or States where any of the Collateral is located, against Borrower and the Collateral, including, without limitation, all rights or remedies available at law or in equity; and upon any Event of Default described in Section 10.1(a)(vi), (vii) or (viii) above, the Debt and all other obligations of Borrower hereunder and under the other Loan Documents shall immediately and automatically become due and payable, without notice or demand, and Borrower hereby expressly waives any such notice or demand, anything contained herein or in any other Loan Document to the contrary notwithstanding.

Section 10.2 Remedies. (a) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to Lender against Borrower under this Agreement or any of the other Loan Documents executed and delivered by, or applicable to, Borrower or at law or in equity may be exercised by Lender at any time and from time to time, whether or not all or any of the Debt shall be declared due and payable, and whether or not Lender shall have commenced any foreclosure proceeding or other action for the enforcement of its rights and remedies under any of the Loan Documents with respect to the Collateral. Any such actions taken by Lender shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as Lender may determine in its sole discretion, to the fullest extent permitted by law, without impairing or otherwise affecting the other rights and remedies of Lender permitted by law, equity or contract or as set forth herein or in the other Loan Documents. Without limiting the generality of the foregoing, if an Event of Default is continuing all liens and other rights, remedies or privileges provided to Lender shall remain in full force and effect until Lender has exhausted all of its remedies against the Collateral and the Collateral has been foreclosed, sold and/or otherwise realized upon in satisfaction of the Debt or the Debt has been paid in full.

(b) Lender shall have the right from time to time to partially foreclose the Collateral in any manner and for any amounts secured by the Pledge Agreement then due and payable as determined by Lender in its sole discretion including, without limitation, the following circumstances: (i) in the event Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal and interest, Lender may foreclose upon the Collateral to recover such delinquent payments, or (ii) in the event Lender elects to accelerate less than the entire outstanding principal balance of the Loan, Lender may foreclose upon the Collateral or part thereof to recover so much of the principal balance of the Loan as Lender may accelerate and such other sums secured by the Pledge Agreement as Lender may elect. Notwithstanding one or more partial foreclosures, the Collateral or part thereof shall remain subject to the Pledge Agreement and the other Loan Documents to secure payment of sums secured by the Loan Documents and not previously recovered

(c) Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledges and other security documents (the “Severed Loan Documents”) in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to

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effect the severance described in the preceding sentence, all in form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect the aforesaid severance, Borrower ratifying all that its said attorney shall do by virtue thereof; provided, however, Lender shall not make or execute any such documents under such power until three (3) days after notice has been given to Borrower by Lender of Lender’s intent to exercise its rights under such power.

(d) Any amounts recovered from the Collateral after an Event of Default may be applied by Lender toward the payment of any interest and/or principal of the Loan and/or any other amounts due under the Loan Documents in such order, priority and proportions as Lender in its sole discretion shall determine.

Section 10.3 Right to Cure Defaults. Lender may, but without any obligation to do so and without notice to or demand on Borrower and without releasing Borrower from any obligation hereunder or being deemed to have cured any Event of Default hereunder, make, do or perform any obligation of Borrower hereunder in such manner and to such extent as Lender may deem necessary. Lender is authorized to enter upon the Property for such purposes, or appear in, defend, or bring any action or proceeding to protect its interest in the Property for such purposes, and the cost and expense thereof (including reasonable attorneys’ fees to the extent permitted by law), with interest as provided in this Section 10.3, shall constitute a portion of the Debt and shall be due and payable to Lender upon demand. All such costs and expenses incurred by Lender in remedying such Event of Default or such failed payment or act or in appearing in, defending, or bringing any action or proceeding shall bear interest at the Default Rate, for the period after such cost or expense was incurred into the date of payment to Lender. All such costs and expenses incurred by Lender together with interest thereon calculated at the Default Rate shall be deemed to constitute a portion of the Debt and be secured by the liens, claims and security interests provided to Lender under the Loan Documents and shall be immediately due and payable upon demand by Lender therefore.

Section 10.4 Remedies Cumulative. The rights, powers and remedies of Lender under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which Lender may have against Borrower pursuant to this Agreement or the other Loan Documents, or existing at law or in equity or otherwise. Lender’s rights, powers and remedies may be pursued singly, concurrently or otherwise, at such time and in such order as Lender may determine in Lender’s sole discretion. No delay or omission to exercise any remedy, right or power accruing upon an Event of Default shall impair any such remedy, right or power or shall be construed as a waiver thereof, but any such remedy, right or power may be exercised from time to time and as often as may be deemed expedient. A waiver of one Default or Event of Default with respect to Borrower shall not be construed to be a waiver of any subsequent Default or Event of Default by Borrower or to impair any remedy, right or power consequent thereon.

Section 10.5 Power of Attorney. For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted in this subsection, Borrower hereby irrevocably constitutes and appoints the Lender its true and lawful attorney-in-fact to execute, acknowledge and deliver any instruments and do and perform any acts such as are referred to in this subsection in the name and on behalf of Borrower. This power of attorney is a power coupled with an interest and cannot be revoked.

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XI. MISCELLANEOUS

Section 11.1 Successors and Assigns. All covenants, promises and agreements in this Agreement, by or on behalf of Borrower, shall inure to the benefit of the legal representatives, successors and assigns of Lender.

Section 11.2 Lender’s Discretion. Whenever pursuant to this Agreement Lender exercises any right given to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory shall (except as is otherwise specifically herein provided) be in the sole discretion of Lender and shall be final and conclusive. Prior to a Securitization, whenever pursuant to this Agreement the Rating Agencies are given any right to approve or disapprove, or any arrangement or term is to be satisfactory to the Rating Agencies, the decision of Lender to approve or disapprove or to decide whether arrangements or terms are satisfactory or not satisfactory, based upon Lender’s determination of Rating Agency criteria, shall be substituted therefore.

Section 11.3 Governing Law. (A) THIS AGREEMENT WAS NEGOTIATED IN THE STATE OF NEW YORK, AND MADE BY LENDER AND ACCEPTED BY BORROWER IN THE STATE OF NEW YORK, AND THE PROCEEDS OF THE NOTE DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIEN AND SECURITY INTEREST CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE IN WHICH THE COLLATERAL IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTE, AND THIS AGREEMENT AND THE NOTE SHALL BE GOVERNED

BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

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(B) ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT LENDER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING, AND BORROWER HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND APPOINT:

J. Todd Raymond

c/o The tel^x Group, Inc.

17 State Street, 33^rd Floor

New York, New York 10004

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER, IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF PROCESS), AND (III) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 11.4 Modification, Waiver in Writing. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document, nor consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances.

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Section 11.5 Delay Not a Waiver. Neither any failure nor any delay on the part of Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Loan Document, shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege. In particular, and not by way of limitation, by accepting payment after the due date of any amount payable under this Agreement or any other Loan Document, Lender shall not be deemed to have waived any right either to require prompt payment when due of all other amounts due under this Agreement or the other Loan Documents, or to declare a default for failure to effect prompt payment of any such other amount. Lender shall have the right to waive or reduce any time periods that Lender is entitled to under the Loan Documents in its sole and absolute discretion.

Section 11.6 Notices. All notices, demands, requests, consents, approvals or other communications (any of the foregoing, a “Notice”) required, permitted, or desired to be given hereunder shall be in writing sent by telefax (with answer back acknowledged) or by registered or certified mail, postage prepaid, return receipt requested, or delivered by hand or reputable overnight courier addressed to the party to be so notified at its address hereinafter set forth, or to such other address as such party may hereafter specify in accordance with the provisions of this Section 11.6. Any Notice shall be deemed to have been received: (a) three (3) days after the date such Notice is mailed, (b) on the date of sending by telefax if sent during business hours on a Business Day (otherwise on the next Business Day), (c) on the date of delivery by hand if delivered during business hours on a Business Day (otherwise on the next Business Day), and (d) on the next Business Day if sent by an overnight commercial courier, in each case addressed to the parties as follows::

If to Lender:	UBS Real Estate Securities Inc. 1285 Avenue of the Americas New York, New York 10019 Attention: Jeffrey N. Lavine Facsimile No.: (212) 713-4062
with a copy to:	Cadwalader, Wickersham & Taft LLP One World Financial Center New York, New York 10281 Attention: William P. McInerney, Esq. Facsimile No.: (212) 504-6666
If to Borrower:	CP Atlanta II, LLC c/o The telx Group Inc. 17 State Street, 33rd Floor New York, New York 10004 Attention: J. Todd Raymond, CEO Facsimile No.: (212) 480-8384

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with a copy to:	GI Partners 2180 Sand Hill Road, Suite 210 Menlo Park, California 94025 Attention: Eric Harrison Facsimile No.: (650) 233-3601
with a copy to:	Paul, Hastings, Janofsky & Walker LLP 695 Town Center Drive, 17th Floor Costa Mesa, California 92626 Attention: Todd C. Coop, Esq. Facsimile No.: (714) 668-6311

Section 11.7 Trial by Jury. BORROWER AND LENDER EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER AND LENDER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. EACH PARTY IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER.

Section 11.8 Headings. The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 11.9 Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 11.10 Preferences. Lender shall have the continuing and exclusive right to apply or reverse and reapply any and all payments by Borrower to any portion of the obligations of Borrower hereunder. To the extent Borrower makes a payment or payments to Lender, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or proceeds received, the obligations hereunder or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received by Lender.

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Section 11.11 Waiver of Notice. Borrower shall not be entitled to any notices of any nature whatsoever from Lender except with respect to matters for which this Agreement or the other Loan Documents specifically and expressly provide for the giving of notice by Lender to Borrower and except with respect to matters for which Borrower is not, pursuant to applicable Legal Requirements, permitted to waive the giving of notice. Borrower hereby expressly waives the right to receive any notice from Lender with respect to any matter for which this Agreement or the other Loan Documents do not specifically and expressly provide for the giving of notice by Lender to Borrower.

Section 11.12 Remedies of Borrower. In the event that a claim or adjudication is made that Lender or its agents have acted unreasonably or unreasonably delayed acting in any case where, by law or under this Agreement or the other Loan Documents, Lender or such agent, as the case may be, has an obligation to act reasonably or promptly, neither Lender nor its agents shall be liable for any monetary damages, and Borrower’s sole remedy shall be limited to commencing an action seeking injunctive relief or declaratory judgment. Any action or proceeding to determine whether Lender has acted reasonably shall be determined by an action seeking declaratory judgment.

Section 11.13 Expenses; Indemnity. (a) Except as specifically provided herein, (a) Borrower shall pay or, if Borrower fails to pay, reimburse Lender upon receipt of notice from Lender, for all reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) incurred by Lender in connection with (i) Borrower’s ongoing performance of and compliance with Borrower’s agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date, including, without limitation, confirming compliance with environmental and insurance requirements; (ii) Lender’s ongoing performance of and compliance with all agreements and covenants contained in this Agreement and the other Loan Documents on its part to be performed or complied with after the Closing Date; (iii) the negotiation, preparation, execution, delivery and administration of any consents, amendments, waivers or other modifications to this Agreement and the other Loan Documents and any other documents or matters requested by Borrower; (iv) the filing and recording fees and expenses, title insurance and reasonable fees and expenses of counsel for providing to Lender all required legal opinions, and other similar expenses incurred, in creating and perfecting the Liens in favor of Lender pursuant to this Agreement and the other Loan Documents; (v) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation or otherwise, in each case against, under or affecting Borrower, this Agreement, the other Loan Documents, the Collateral, or any other security given for the Loan; and (vi) enforcing any obligations of or collecting any payments due from Borrower under this Agreement, the other Loan Documents or with respect to the Collateral or in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or of any insolvency or bankruptcy proceedings; provided, however, that Borrower shall not be liable for the payment of any such costs and expenses to the extent the same arise by reason of the gross negligence, illegal acts, fraud or willful misconduct of Lender. Any costs due and payable to Lender may be paid to Lender pursuant to this Agreement and the other Loan Documents.

(b) Borrower shall indemnify, defend and hold harmless Lender and its officers, directors, agents, employees (and the successors and assigns of the foregoing) (the “Lender Indemnitees”) from and against any and all liabilities, obligations, losses, damages,

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penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for the Lender Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Lender Indemnitees shall be designated a party thereto), that may be imposed on, incurred by, or asserted against the Lender Indemnitees in any manner relating to or arising out of (i) any breach by Borrower of its obligations under, or any material misrepresentation by Borrower contained in, this Agreement or the other Loan Documents, or (ii) the use or intended use of the proceeds of the Loan (collectively, the “Indemnified Liabilities”); provided, however, that Borrower shall not have any obligation to the Lender Indemnitees hereunder to the extent that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of the Lender Indemnitees. To the extent that the undertaking to indemnify, defend and hold harmless set forth in the preceding sentence may be unenforceable because it violates any law or public policy, Borrower shall pay the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Lender Indemnitees.

Section 11.14 Schedules Incorporated. The Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

Section 11.15 Offsets, Counterclaims and Defenses. Any assignee of Lender’s interest in and to this Agreement and the other Loan Documents shall take the same free and clear of all offsets, counterclaims or defenses which are unrelated to such documents which Borrower may otherwise have against any assignor of such documents, and no such unrelated counterclaim or defense shall be interposed or asserted by Borrower in any action or proceeding brought by any such assignee upon such documents and any such right to interpose or assert any such unrelated offset, counterclaim or defense in any such action or proceeding is hereby expressly waived by Borrower.

Section 11.16 No Joint Venture or Partnership; No Third Party Beneficiaries. (a) Borrower and Lender intend that the relationships created hereunder and under the other Loan Documents be solely that of borrower and lender. Nothing herein or therein is intended to create a joint venture, partnership, tenancy-in-common, or joint tenancy relationship between Borrower and Lender.

(b) This Agreement and the other Loan Documents are solely for the benefit of Lender and nothing contained in this Agreement or the other Loan Documents shall be deemed to confer upon anyone other than Lender any right to insist upon or to enforce the performance or observance of any of the obligations contained herein or therein. All conditions to the obligations of Lender to make the Loan hereunder are imposed solely and exclusively for the benefit of Lender and no other Person shall have standing to require satisfaction of such conditions in accordance with their terms or be entitled to assume that Lender will refuse to make the Loan 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 or all of which may be freely waived in whole or in part by Lender if, in Lender’s sole discretion, Lender deems it advisable or desirable to do so.

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Section 11.17 Publicity. All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender or any of its Affiliates shall be subject to the prior written approval of Lender. Borrower authorizes Lender to issue press releases, advertisements and other promotional materials in connection with Lender’s own promotional and marketing activities, including in connection with a Secondary Market Transaction, and such materials may describe the Loan in general terms or in detail and Lender’s participation therein in the Loan. All references to Lender contained in any press release, advertisement or promotional material issued by Borrower shall be approved in writing by Lender in advance of issuance.

Section 11.18 Waiver of Marshalling of Assets. To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, Borrower’s members and others with interests in Borrower, and of the Collateral, and shall not assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lender under the Loan Documents to a sale of the Collateral for the collection of the Debt without any prior or different resort for collection or of the right of Lender to the payment of the Debt out of the net proceeds of the Collateral in preference to every other claimant whatsoever.

Section 11.19 Waiver of Offsets/Defenses/Counterclaims. Borrower hereby waives the right to assert a counterclaim, other than a compulsory counterclaim, in any action or proceeding brought against it by Lender or its agents or otherwise to offset any obligations to make the payments required by the Loan Documents. No failure by Lender to perform any of its obligations hereunder shall be a valid defense to, or result in any offset against, any payments which Borrower is obligated to make under any of the Loan Documents.

Section 11.20 Conflict; Construction of Documents; Reliance. In the event of any conflict between the provisions of this Agreement and any of the other Loan Documents, the provisions of this Agreement shall control. The parties hereto acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of the Loan Documents and that such Loan Documents shall not be subject to the principle of construing their meaning against the party which drafted same. Borrower acknowledges that, with respect to the Loan, Borrower shall rely solely on its own judgment and advisors in entering into the Loan without relying in any manner on any statements, representations or recommendations of Lender or any parent, subsidiary or Affiliate of Lender. Lender shall not be subject to any limitation whatsoever in the exercise of any rights or remedies available to it under any of the Loan Documents or any other agreements or instruments which govern the Loan by virtue of the ownership by it or any parent, subsidiary or Affiliate of Lender of any equity interest any of them may acquire in Borrower, and Borrower hereby irrevocably waives the right to raise any defense or take any action on the basis of the foregoing with respect to Lender’s exercise of any such rights or remedies. Borrower acknowledges that Lender engages in the business of real estate financings and other real estate transactions and investments which may be viewed as adverse to or competitive with the business of Borrower or its Affiliates.

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Section 11.21 Brokers and Financial Advisors. Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than CBRE Melody (“Broker”). Borrower shall indemnify, defend and hold Lender harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s attorneys’ fees and expenses) in any way relating to or arising from a claim by any Person other than Broker that such Person acted on behalf of Borrower or arising from a claim by any Person (including Broker) that such Person acted on behalf of Lender in connection with the transactions contemplated herein. The provisions of this Section 11.21 shall survive the expiration and termination of this Agreement and the payment of the Debt.

Section 11.22 Exculpation. Subject to the qualifications below, Lender shall not enforce the liability and obligation of Borrower to perform and observe the obligations contained in the Note, this Agreement, the Pledge Agreement or the other Loan Documents by any action or proceeding wherein a money judgment shall be sought against Borrower, except that Lender may bring a foreclosure action, an action for specific performance or any other appropriate action or proceeding to enable Lender to enforce and realize upon its interest under the Note, this Agreement, the Pledge Agreement and the other Loan Documents, or in the Property, the Rents, or any other collateral given to Lender pursuant to the Loan Documents; provided, however, that, except as specifically provided herein, any judgment in any such action or proceeding shall be enforceable against Borrower only to the extent of Borrower’s interest in the Collateral and in any other collateral given to Lender, and Lender, by accepting the Note, this Agreement, the Pledge Agreement and the other Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgment against Borrower in any such action or proceeding under or by reason of or under or in connection with the Note, this Agreement, the Pledge Agreement or the other Loan Documents. The provisions of this Section shall not, however, (a) constitute a waiver, release or impairment of any obligation evidenced or secured by any of the Loan Documents; (b) impair the right of Lender to name Borrower as a party defendant in any action or suit for foreclosure and sale under the Pledge Agreement; (c) affect the validity or enforceability of any guaranty made in connection with the Loan or any of the rights and remedies of Lender thereunder; (d) impair the right of Lender to obtain the appointment of a receiver; (e) intentionally omitted; (f) constitute a prohibition against Lender to seek a deficiency judgment against Borrower in order to fully realize the security granted by the Mortgage or to commence any other appropriate action or proceeding in order for Lender to exercise its remedies against the Collateral; or (g) constitute a waiver of the right of Lender to enforce the liability and obligation of Borrower, by money judgment or otherwise, to the extent of any loss, damage, cost, expense, liability, claim or other obligation incurred by Lender (including attorneys’ fees and costs reasonably incurred) arising out of or in connection with and Borrower shall be personally liable for the following:

(i) fraud or intentional misrepresentation by Borrower or any guarantor in connection with the Loan;

(ii) the gross negligence or willful misconduct of Borrower, Mezzanine A Borrower or Mortgage Borrower;

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(iii) the breach of any representation, warranty, covenant or indemnification provision in the Environmental Indemnity concerning environmental laws, hazardous substances and asbestos and any indemnification of Lender with respect thereto in such document;

(iv) Intentionally Omitted;

(v) the misapplication or conversion by Mortgage Borrower, Mezzanine A Borrower or Borrower of (A) any insurance proceeds paid by reason of any loss, damage or destruction to the Property, (B) any Awards or other amounts received in connection with the Condemnation of all or a portion of the Property, (C) any Net Liquidation Proceeds After Debt Service or other amount due to Lender, (D) any Rents or Revenues following an Event of Default, (E) any Rents collected for more than one month in advance to the extent such Rents or any other payments in respect of the Leases and other income of the Property or any other collateral are not applied to the costs of maintenance and operation of the Property and to the payment of taxes, lien claims, insurance premiums, Debt Service and other amounts due under the Loan Documents or Mezzanine A Loan Documents or the Mezzanine A Collateral, or (F) any distributions or other payments made in connection with any part of the Collateral;

(vi) Intentionally Omitted;

(vii) any security deposits, advance deposits or any other deposits collected with respect to the Property which are not delivered to Lender upon a foreclosure of the Collateral or the Mezzanine A Collateral or action in lieu thereof, except to the extent any such security deposits were applied in accordance with the terms and conditions of any of the Leases prior to the occurrence of the Event of Default that gave rise to such foreclosure or action in lieu thereof;

(viii) Borrower’s indemnification of Lender set forth in Section 9.2 hereof;

(ix) Borrower’s failure to maintain or cause to be maintained insurance as required by this Agreement or to pay or cause to be paid any taxes or assessments affecting the Property;

(x) Intentionally Omitted;

(xi) any intentional failure of Borrower, Mezzanine A Borrower, Mortgage Borrower or SPC Party to maintain its status as a single purpose entity as required by, and in accordance with, the terms hereof;

(xii) the breach of any representation, warranty or covenant in Section 3.1.24 or in Section 4 of the Pledge Agreement; or if any statement in Section 3.1.24(a) and (c) shall have been untrue in any material respect when made; or

(xiii) Borrower’s failure to obtain Lender’s prior consent to any Indebtedness or voluntary Lien encumbering the Property, the Collateral, or the Mezzanine A Collateral.

Notwithstanding anything to the contrary in this Agreement, the Note or any of the Loan Documents, (A) Lender shall not be deemed to have waived any right which Lender

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may have under Section 506(a), 506(b), 111l(b) or any other provisions of the Bankruptcy Code to file a claim for the full amount of the Debt or to require that all collateral shall continue to secure all of the Debt owing to Lender in accordance with the Loan Documents, and (B) the Debt shall be fully recourse to Borrower in the event that: (i) the first full monthly payment of interest under the Note is not paid when due; (ii) Borrower, Mezzanine A Borrower or Mortgage Borrower fails to maintain its status as a single purpose entity upon the request of Lender after an Event of Default; (iii) Borrower, Mezzanine A Borrower or Mortgage Borrower fails to obtain Lender’s prior consent to any subordinate financing or other voluntary Lien encumbering the Property, the Collateral or the Mezzanine A Collateral; (iv) Borrower, Mortgage Borrower or Mezzanine A Borrower fails to obtain Lender’s prior consent to any assignment, transfer, or conveyance of the Collateral or any interest therein or the Property or any interest therein or the Mezzanine A Collateral or any interest therein as required by the Pledge Agreement or this Agreement; (v) Borrower, Mezzanine A Borrower or Mortgage Borrower files a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (vi) an Affiliate, officer, director, or representative which controls, directly or indirectly, Borrower, Mezzanine A Borrower or Mortgage Borrower files, or joins in the filing of, an involuntary petition against Borrower, Mezzanine A Borrower or Mortgage Borrower under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition against Borrower, Mezzanine Borrower or Mortgage Borrower from any Person; (vii) Borrower, Mezzanine A Borrower or Mortgage Borrower files an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or solicits or causes to be solicited petitioning creditors for any involuntary petition from any Person; (viii) any Affiliate, officer, director, or representative which controls Borrower, Mezzanine A Borrower or Mortgage Borrower consents to or acquiesces in or joins in an application for the appointment of a custodian, receiver, trustee, or examiner for Borrower, Mezzanine A Borrower or Mortgage Borrower or any portion of the Property, any portion of the Mezzanine A Collateral or any portion of the Collateral; or (ix) Borrower, Mezzanine A Borrower or Mortgage Borrower makes an assignment for the benefit of creditors, or admits, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

Section 11.23 Prior Agreements. This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, including, without limitation, the term sheet letter dated December 12, 2006 (as amended) between Borrower and Lender, are superseded by the terms of this Agreement and the other Loan Documents.

Section 11.24 Servicer. (a) At the option of Lender, the Loan may be serviced by a servicer (the “Servicer”) selected by Lender and Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to the Servicer pursuant to a servicing agreement (the “Servicing Agreement”) between Lender and Servicer. Borrower shall be responsible for any reasonable set-up fees or any other initial costs and the monthly or annual servicing fee arising under the Servicing Agreement (such monthly or annual servicing fee not to exceed an aggregate amount equal to one basis point (0.01%) of the original principal amount of the Loan). Servicer shall, however, be entitled to reimbursement of costs and expenses as and to the same extent (but without duplication) as Lender is entitled thereto under the applicable provisions of this Agreement and the other Loan Documents.

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(b) Upon notice thereof from Lender, Servicer shall have the right to exercise all rights of Lender and enforce all obligations of Borrower pursuant to the provisions of this Agreement, the Note and the other Loan Documents.

(c) Provided Borrower shall have been given notice of Servicer’s address by Lender, Borrower shall deliver to Servicer duplicate originals of all notices and other instruments which Borrower may or shall be required to deliver to Lender pursuant to this Agreement, the Note and the other Loan Documents (and no delivery of such notices or other instruments by Borrower shall be of any force or effect unless delivered to Lender and Servicer as provided above).

Section 11.25 Joint and Several Liability. If more than one Person has executed this Agreement as “Borrower,” the representations, covenants, warranties and obligations of all such Persons hereunder shall be joint and several.

Section 11.26 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

Section 11.27 Assignments and Participations. (a) Lender may assign to one or more Persons all or a portion of its rights and obligations under this Loan Agreement.

(b) Upon such execution and delivery, from and after the effective date specified in such Assignment and Acceptance, the assignee thereunder shall be a party hereto and have the rights and obligations of Lender hereunder.

(c) Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 11.27, disclose to the assignee or participant or proposed assignee or participant, as the case may be, any information relating to Borrower or any of its Affiliates or to any aspect of the Loan that has been furnished to the Lender by or on behalf of the Borrower or any of its Affiliates.

Section 11.28 Set-Off. In addition to any rights and remedies of Lender provided by this Loan Agreement and by law, the Lender shall have the right, without prior notice to Borrower, any such notice being expressly waived by Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Lender or any Affiliate thereof to or for the credit or the account of Borrower. Lender agrees promptly to notify Borrower after any such set-off and application made by Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.

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Section 11.29 Reallocation of Loan Amounts.

(a) Lender, without in any way limiting Lender’s other rights hereunder, in its sole and absolute discretion, shall have the right at any time prior to Securitization to reallocate the amount of the Loan, Mezzanine A Loan and the Mortgage Loan provided that (i) the aggregate principal amount of the Loan, the Mezzanine A Loan and the Mortgage Loan immediately following such reallocation shall equal the outstanding principal balance of the Loan, the Mezzanine A Loan, and the Mortgage Loan immediately prior to such reallocation and (ii) the weighted average interest rate of the Loan, Mezzanine A Loan and the Mortgage Loan immediately following such reallocation shall equal the weighted average interest rate which was applicable to the Loan, the Mezzanine A Loan and the Mortgage Loan immediately prior to such reallocation. At Borrower’s sole cost and expense (including, without limitation, Lender’s attorneys fees and costs), Borrower shall cooperate with all reasonable requests of Lender in order to reallocate the amount of the Loan, Mezzanine A Loan and the Mortgage Loan and shall execute and deliver such documents as shall reasonably be required by Lender and required by any Rating Agency in connection therewith, all in form and substance reasonably satisfactory to Lender and satisfactory to any Rating Agency. In the event Borrower fails to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, coupled with an interest, in its name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower ratifying all that such attorney shall do by virtue thereof. Borrower shall pay all costs and expenses in connection with the reallocation of the Loan, Mezzanine A Loan and the Mortgage Loan and all requirements relating thereto.

(b) It shall be an Event of Default under this Agreement, the Note, the Pledge Agreement and the other Loan Documents if Borrower fails to comply with any of the terms, covenants or conditions of this Section 11.29 after expiration of ten (10) Business Days of notice thereof.

Section 11.30 Mezzanine Loan Option.

(a) Lender shall have the right at any time to create one or more additional mezzanine loans (each, a “New Mezzanine Loan”; together with the Loan and the Mezzanine A Loan, collectively, the “Mezzanine Loans”). The principal amount of the Loan plus the principal amount of the Mezzanine Loans shall equal the outstanding principal balance of the Loan and the Mezzanine A Loan immediately prior to the creation of any New Mezzanine Loan(s). The Loan and the Mezzanine Loans will be on the same terms and subject to the same conditions set forth in this Agreement, the Note, the Pledge Agreement and the other Loan Documents except as follows:

(i) Lender shall have the right to establish different interest rates and debt service payments for the Loan and the Mezzanine Loans and to require the payment of the Loan and the Mezzanine Loans in such order of priority as may be designated by Lender; provided, that (i) the total loan amounts for the Loan and the Mezzanine Loans shall equal the amount of the Loan immediately prior to the creation of any New Mezzanine Loan, and (ii) the initial weighted average spread of the Loan and any Mezzanine Loan following such reallocation, modification or change shall equal the weighted average spread in effect immediately preceding such reallocation, modification or creation of any New Mezzanine Loan.

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(ii) The borrower of a New Mezzanine Loan (the “New Mezzanine Borrower”) shall be a special purpose, bankruptcy remote entity pursuant to applicable Rating Agency criteria and shall own directly or indirectly one hundred percent (100%) of Borrower. The security for a New Mezzanine Loan shall be a pledge of one hundred percent (100%) of the direct and indirect ownership interests in Borrower.

(iii) Borrower, Mezzanine A Borrower and any New Mezzanine Borrower shall cooperate with all reasonable requests of Lender in order to create any New Mezzanine Loan(s) and shall execute and deliver such documents as shall reasonably be required by Lender and any Rating Agency in connection therewith, including, without limitation, the delivery of non-consolidation opinions and the modification of organizational documents and loan documents. In the event Borrower, Mezzanine A Borrower and/or New Mezzanine Borrower fail to execute and deliver such documents to Lender within five (5) Business Days following such request by Lender, Borrower, Mezzanine A Borrower and/or New Mezzanine Borrower, as applicable, hereby absolutely and irrevocably appoint Lender as their true and lawful attorney, coupled with an interest, in their name and stead to make and execute all documents necessary or desirable to effect such transactions, Borrower, Mezzanine A Borrower and/or New Mezzanine Borrower, as applicable, ratifying all that such attorney shall do by virtue thereof. Borrower, Mezzanine A Borrower and New Mezzanine Borrower shall pay all costs and expenses in connection with the creation of any New Mezzanine Loan and all requirements relating thereto.

(iv) It shall be an Event of Default under this Agreement, the Note, the Mortgage and the other Loan Documents if Borrower, Mezzanine A Borrower or any New Mezzanine Borrower fails to comply with any of the terms, covenants or conditions of this Section 11.30 within ten (10) Business Days of notice thereof.

(b) Notwithstanding anything to the contrary contained herein, Lender shall have the right to allocate the Optional Repayment to the Loan, the Mezzanine A Loan and any New Mezzanine Loan(s) in such order of priority as maybe designated by Lender in its sole discretion.

(c) Notwithstanding anything to the contrary contained in this Section 11.30, all costs, fees and expenses in connection with this Section 11.30 shall be the sole responsibility of Lender; provided, however, Borrower shall be solely responsible for all legal costs, fees and expenses incurred by Borrower.

Section 11.31 Approvals; Third Parties; Conditions. All approval rights retained or exercised by Lender with respect to Leases, contracts, plans, studies and other matters are solely to facilitate Lender’s credit underwriting, and shall not be deemed or construed as a determination that Lender has passed on the adequacy thereof for any other purpose and may not be relied upon by Borrower or any other Person. This Agreement is for the sole and exclusive use of Lender and Borrower and may not be enforced, nor relied upon, by any Person other than Lender and Borrower. All conditions of the obligations of Lender hereunder, including the obligation to make advances, if any, are imposed solely and exclusively for the benefit of

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Lender, its successors and assigns, and no other Person shall have standing to require satisfaction of such conditions or be entitled to assume that Lender will refuse to make advances in the absence of strict compliance with any or all of such conditions, 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 Lender at any time in Lender’s sole discretion.

Section 11.32 Limitation on Liability of Lender’s Officers, Employees, etc. Any obligation or liability whatsoever of Lender which may arise at any time under this Agreement or any other Loan Document shall be satisfied, if at all, out of Lender’s interest in the Property only. No such obligation or liability shall be personally binding upon, nor shall resort for the enforcement thereof be had to, the property of any of Lender’s shareholders, directors, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort or otherwise.

Section 11.33 Certain Additional Rights of Lender (VCOC). Notwithstanding anything to the contrary contained in this Agreement, Lender shall have:

(a) the right to routinely consult with and advise Borrower’s management regarding the significant business activities and business and financial developments of Borrower; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of hazardous substances. Consultation meetings should occur on a regular basis (no less frequently than quarterly) with Lender having the right to call special meetings at any reasonable times and upon reasonable advance notice;

(b) the right, in accordance with the terms of this Agreement, to examine the books and records of Borrower at any reasonable times upon reasonable notice;

(c) the right, in accordance with the terms of this Agreement, including, without limitation, Section 5.1.11 hereof, to receive monthly, quarterly and year end financial reports, including balance sheets, statements of income, shareholder’s equity and cash flow, a management report and schedules of outstanding indebtedness; and

(d) the right, without restricting any other rights of Lender under this Agreement (including any similar right), to approve any acquisition by Borrower of any other significant property (other than personal property required for the day to day operation of the Property).

The rights described above in this Section 11.33 may be exercised by any entity which owns and controls, directly or indirectly, substantially all of the interests in Lender.

[NO FURTHER TEXT ON THIS PAGE]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.

LENDER:
UBS REAL ESTATE SECURITIES INC., a Delaware corporation
By:	/s/    Jonathan Chassin
Name:	Jonathan Chassin
Title:	Director
By:	/s/    Henry Chung
Name:	Henry Chung
Title:	Director

BORROWER:
CP ATLANTA II, LLC, a Delaware limited liability company
By:	/s/    J. Todd Raymond
Name:	J. Todd Raymond
Title:	President and Secretary

EX-10.28

Exhibit 10.28

Capmark Loan No. 99-1068266

LOAN EXTENSION AGREEMENT

THIS LOAN EXTENSION AGREEMENT (“Agreement”) is made the 9^th day of March, 2009 (the “Effective Date”) by and between COLO PROPERTIES ATLANTA, LLC, a Delaware limited liability company (“Borrower” or “Maker”), with a mailing address at c/o The telx Group, Inc., 17 State Street, 33^rd Floor, New York, New York 10004 and WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2007-FL1, COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2007-FL1, with an office at c/o Capmark Finance Inc., 116 Welsh Road, Horsham, PA 19044 (hereinafter referred to as “Lender” or “Mortgagee”).

RECITALS

A.        Borrower is the owner in fee simple of certain parcels of land and improvements thereon located at 56 Marietta Street, Atlanta, Georgia (the “Premises”), which Premises are more particularly described in that certain Deed to Secure Debt, Security Agreement and Financing Agreement, dated as of March 7, 2007 (the “Security Agreement”) from Borrower to UBS Real Estate Securities Inc., a Delaware corporation (the “Original Lender”).

B.        Original Lender made a loan in the original principal amount of up to SIXTY MILLION and 00/100 Dollars ($60,000,000.00) (the “Loan”) to Borrower, pursuant to that certain Loan Agreement dated as of March 8, 2007 by and between Borrower and Original Lender (the “Original Loan Agreement”), and evidenced by that certain Promissory Note dated March 8, 2007, made by Borrower to Original Lender (the “Original Note”). In connection with a restructuring of the Loan and the creation of an additional mezzanine loan, Borrower and Original Lender subsequently amended and restated (i) the Original Loan Agreement in its entirety in accordance with the terms of that certain Amended and Restated Loan Agreement dated as of August 10, 2007 by and between Borrower and Original Lender, as amended by that certain First Amendment to Amended and Restated Loan Agreement dated as of December 1, 2007 by and between Borrower and Original Lender (together with all addenda, modifications, amendments, riders, exhibits and supplements thereto, the “Loan Agreement”) and (ii) the Original Note in its entirety in accordance with the terms of that certain Amended and Restated Promissory Note dated August 10, 2007, made by Borrower to Original Lender (together with all addenda, modifications, amendments, riders, exhibits and supplements thereto, the “Note”), repayment of which is secured, inter alia, by the Security Agreement. The Note, the Security Agreement, the Loan Agreement and the other documents described in or accompanying the Note, as amended from time to time, are hereinafter collectively referred to as the “Loan Documents”.

C.        Original Lender assigned all of its interest in the Loan Documents to Lender.

D.        In accordance with Section 2.3.2(b) of the Loan Agreement, Borrower submitted to Lender written notice (the “Extension Notice”) to extend the Maturity Date (as defined in the Loan Agreement) from March 9, 2009 to March 9, 2010.

E.        Lender has agreed to extend the Maturity Date subject to satisfaction of the conditions set forth in the Loan Documents and this Agreement.

F.        All capitalized terms not defined herein shall have the meanings ascribed to such terms in the Loan Documents.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and undertakings herein contained, the parties hereto, intending to be legally bound, covenant and agree as follows:

1.        Borrower covenants and confirms that all of the above outlined Recitals set forth in this Agreement are true, correct and complete in every respect and are incorporated herein and made a part hereof. Borrower acknowledges that Lender in entering into this Agreement is relying on such covenants and confirmations.

2.        The Maturity Date on which the entire principal balance as well as any accrued and unpaid interest and any other sums required to be paid thereunder shall be due and payable is extended from March 9, 2009 to March 9, 2010 (the “Extension” or the “Extension Term”).

3.        The outstanding balance of the Loan as of the date hereof is $60,000,000.00 in principal plus all unpaid and accrued interest.

4.        Borrower shall continue to make monthly payments of interest on the ninth (9^th) day of each month pursuant to the terms of the Loan Agreement.

5.        As an inducement to Lender to enter into this Agreement, Borrower represents, warrants, covenants and agrees as follows:

(a)        Borrower has full power, authority and legal right to own its properties and assets and to conduct its business as currently conducted.

(b)        Borrower has full power, authority and legal right to execute and deliver, and to perform and observe the provisions of, this Agreement and any document executed pursuant to or in connection with this Agreement and to carry out the transactions contemplated hereby.

(c)        This Agreement constitutes the legal, valid and binding obligation of Borrower enforceable against Borrower in accordance with its terms.

(d)        The execution and delivery of this Agreement, and any documents executed pursuant to this Agreement, and compliance with their respective terms as contemplated herein, will not result in a breach of any of the terms or conditions of, or result in

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the imposition of any lien, charge or encumbrance upon any property of Borrower pursuant to, or constitute a default (with due notice or lapse of time or both) or result in an occurrence of any event for which any holder or holders of indebtedness for money borrowed may declare the same due and payable under any indenture, agreement, order, judgment or instrument to which Borrower is a party or by which Borrower or its property may be bound or affected, and will not violate any provision of applicable law.

(e)        Borrower has good and marketable title to the Premises and the Premises is not subject to any lien, claim or interest (including any encumbrance, security interest or mechanic’s or materialmen’s lien), except for: (i) Permitted Encumbrances (as defined in the Loan Agreement); (ii) those in favor of Lender; and (iii) which existed of record on the Closing Date (as defined in the Loan Agreement) and were approved by Lender.

(f)        There is no litigation pending or to the best of Borrower’s knowledge threatened against Borrower which could in any way adversely affect title to the Premises or any part thereof or otherwise result in a material adverse change in the financial condition of Borrower or any guarantor of the Loan.

(g)        Borrower covenants that no Event of Default is occurring, or no event, which with the giving of notice or lapse of time or both could become an Event of Default, has occurred and is continuing as of the date on which Borrower submitted notice of the Extension to Lender and as of the Maturity Date.

(h)        Borrower is aware that each of the representations and warranties of Borrower contained in this Agreement is material to Lender in entering into this Agreement.

6.        Borrower covenants and confirms that, except as specifically modified by this Agreement, all of the terms and conditions of the Loan Documents shall be unmodified and remain in full force and effect. This Agreement shall not be construed as a novation of the Note or the other Loan Documents. This Agreement shall not prejudice any present or future rights, remedies, benefits or powers belonging or accruing to Lender under the terms of the Loan Documents as amended by this Agreement.

7.        This Agreement shall in no way adversely affect or impair the lien priority of the Security Agreement or the other Loan Documents. If this Agreement or any part hereof, or any instrument executed in connection herewith, shall be construed or shall operate to affect the lien priority of the Security Agreement or the other Loan Documents, then to the extent third persons acquiring an interest or lien upon the Premises between the time of recording of the Security Agreement or other Loan Documents and the execution of this Agreement are prejudiced thereby, this Agreement shall be void and of no further force and effect. Notwithstanding the foregoing, the parties hereto, as between themselves, shall be bound by all of the terms and conditions of this Agreement until all indebtedness owing from Borrower to Lender has been paid.

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8.        Each and every one of the terms and provisions of this Agreement shall be binding upon Borrower, its successors and assigns and shall inure to the benefit of Lender, its successors and assigns.

9.        As a condition precedent to the effectiveness of this Agreement, Borrower shall obtain and deliver to Lender an Interest Rate Protection Agreement through the Extension Term under the same terms and conditions of the initial Interest Rate Protection Agreement (including its LIBOR strike price) entered into in connection with the Loan and shall provide an Assignment of Protection Agreement with respect thereto, together with an opinion of counsel with respect thereto reasonably acceptable to Lender.

10.        No failure to exercise, and no delay in exercising, any right, power or remedy under this Agreement or under any document delivered by Borrower pursuant hereto or heretofore pursuant to the transactions contemplated hereby shall impair any right, power or remedy which Lender may have, nor shall any such delay be construed to be a waiver of any of such rights, powers or remedies, or an acquiescence in any breach or default under this Agreement or any document delivered pursuant to this Agreement or the transactions contemplated hereby, nor shall any waiver of any breach or default of Borrower be deemed a waiver of any default or breach subsequently occurring.

11.        If any one or more of the provisions contained in this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

12.        Borrower shall be responsible for the payment of all reasonable costs and expenses related to the modification and/or amendment of the Loan Documents set forth in this Agreement.

13.        This Agreement and the Loan Documents constitute the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement supersedes all previous negotiations and discussions between the parties, and no parol evidence of any prior or other agreement shall be permitted to contradict or vary the terms hereof. In the event of any inconsistencies between the provisions of this Agreement and the Loan Documents, the provisions of this Agreement shall control.

14.        Unless the context otherwise specifies or requires, all of the terms used in this Agreement shall be applicable equally to the singular and plural forms of such terms and to all genders.

15.        This Agreement may be executed in one or more counterparts by some or all of the parties hereto, each of which counterparts shall be an original and all of which together shall constitute a single agreement.

[Intentionally Blank; Signature on Next Page]

4

WITNESS the due execution hereof as a document under seal, with the intent to be legally bound hereby.

BORROWER:
COLO PROPERTIES ATLANTA, LLC, a Delaware limited liability company
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

[Intentionally Blank; Signature, on Next Page]

LENDER:
WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2007-FL1, COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2007-FL1
By:	Capmark Finance Inc., a California corporation, its Servicer
By:	/s/ Gary A. Routzahn
Name:	Gary A. Routzahn
Title:	Vice President, Manager

CONSENT AND JOINDER

The undersigned THE TEL^X GROUP, INC., a Delaware corporation (the “Guarantor”), hereby acknowledges receipt of notice of the annexed Loan Extension Agreement (the “Agreement”). In order to induce WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE BENEFIT OF THE HOLDERS OF UBS COMMERCIAL MORTGAGE TRUST 2007-FL1, COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2007-FL1 (“Lender”) to enter into the Agreement, the Guarantor covenants and agrees as follows:

1.        The Guarantor confirms that it is a guarantor under that certain Amended and Restated Guaranty of Recourse Obligations, dated August 10, 2007 given by the Guarantor in connection with the Loan (the “Guaranty”).

2.        The Guarantor has examined the Agreement and expressly consents to and approves the modifications to the Loan Documents contained therein. The Guarantor further acknowledges and agrees that its obligations, liabilities and responsibilities under the Guaranty shall continue in full force and effect with respect to the indebtedness which is evidenced by the Note and secured by the other Loan Documents as modified. The obligations, liabilities and responsibilities of the Guarantor under the Guaranty are hereby ratified, approved and affirmed by the undersigned and incorporated herein in their entirety by this reference.

3.        Each capitalized term not otherwise defined in this Consent and Joinder shall have the same meaning specified in the Agreement.

[Intentionally Blank; Signature on Next Page]

WITNESS the due execution hereof as a document under seal, as of March     , 2009, with the intent to be legally bound hereby.

GUARANTOR:
THE TELX GROUP, INC., a Delaware corporation
By:	/s/ Christopher Downie
Name:	Christopher Downie
Title:	President – CFO

EX-10.29

Exhibit 10.29

EXECUTION COPY

TELX – NEW YORK 111 8TH, LLC

TELX – NEW YORK, LLC

TELX – NEW YORK MANAGEMENT, LLC

TELX – NEW YORK HOLDINGS, LLC

as Borrowers

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

Dated as of March 31, 2009

CERTAIN FINANCIAL INSTITUTIONS,

as Lenders,

CIT LENDING SERVICES CORPORATION,

as Agent,

ROYAL BANK OF CANADA,

as Syndication Agent

TABLE OF CONTENTS

SECTION 1. AMENDMENT AND RESTATEMENT; DEFINITIONS; RULES OF CONSTRUCTION			1
	1.1	Amendment and Restatement	1
	1.2.	Definitions	1
	1.3.	Accounting Terms	25
	1.4.	Other Terms Defined in New York Uniform Commercial Code	25
	1.5.	Certain Matters of Construction	25
SECTION 2. CREDIT FACILITIES			25
	2.1.	Revolving Commitment	25
	2.2.	Term Commitment	27
	2.3.	Increased Term Loan	27
	2.4.	Letters of Credit	28
	2.5.	Blocked Account	33
SECTION 3. INTEREST, FEES AND CHARGES			34
	3.1	Interest	34
	3.2.	Fees	36
	3.3.	Computation of Interest, Fees, Yield Protection; Retroactive Adjustment of Applicable Margin	36
	3.4.	Reimbursement Obligations	37
	3.5.	Illegality	38
	3.6.	Increased Costs	38
	3.7.	Capital Adequacy	39
	3.8.	Mitigation	39
	3.9.	Funding Losses	39
	3.10.	Maximum Interest	39
SECTION 4. LOAN ADMINISTRATION			40

i LOAN AND SECURITY AGREEMENT

	4.1.	Manner of Borrowing and Funding Loans	40
	4.2.	Defaulting Lender	41
	4.3.	Number and Amount of LIBOR Loans; Determination of Rate	41
	4.4.	One Obligation	41
	4.5.	Effect of Termination	42
SECTION 5. PAYMENTS			42
	5.1.	General Payment Provisions	42
	5.2.	Repayment of Revolving Loans	42
	5.3.	Repayment of the Term Loan	43
	5.4.	Payment of Other Obligations	43
	5.5.	Prepayments	43
	5.6.	Early Termination by Borrowers	45
	5.7.	Marshaling; Payments Set Aside	45
	5.8.	[Intentionally Left Blank]	46
	5.9.	Application of Payments	46
	5.10.	Loan Account; Account Stated	46
	5.11.	Taxes	46
	5.12.	Withholding Tax Exemption	47
SECTION 6. CONDITIONS PRECEDENT			47
	6.1.	Conditions Precedent to Original Loans	47
	6.2.	Conditions Precedent to Incremental Term Loans	49
	6.3.	Conditions Precedent to All Credit Extensions	50
	6.4.	Limited Waiver of Conditions Precedent	51
SECTION 7. COLLATERAL			51
	7.1.	Grant of Security Interest	51
	7.2.	Lien on Deposit Accounts and Securities Accounts; Cash Collateral	53

ii LOAN AND SECURITY AGREEMENT

	7.3.	Other Collateral	53
	7.4.	No Assumption of Liability	55
	7.5.	Further Assurances	55
	7.6.	Payment in Full	55
SECTION 8. COLLATERAL ADMINISTRATION			56
	8.1.	Administration of Accounts	56
	8.2.	Administration of Equipment	56
	8.3.	Administration of Deposit Accounts and Securities Accounts	57
	8.4.	General Provisions	57
	8.5.	Insurance and Casualty/Condemnation Events	57
	8.6.	Power of Attorney	58
SECTION 9. REPRESENTATIONS AND WARRANTIES			59
	9.1.	General Representations and Warranties	59
	9.2.	Complete Disclosure	64
SECTION 10. COVENANTS AND CONTINUING AGREEMENTS			64
	10.1.	Affirmative Covenants	64
	10.2.	Negative Covenants	71
	10.3.	Financial Covenants	75
SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT			77
	11.1.	Events of Default	77
	1.1.2.	Remedies upon Event of Default	79
	11.3.	Consent to Receiver	80
	11.4.	License	80
	11.5.	Setoff	80
	11.6.	Remedies Cumulative; No Waiver	81
	11.7.	Post-Default Allocation of Payments	81

iii LOAN AND SECURITY AGREEMENT

SECTION 12. AGENT			82
	12.1.	Appointment, Authority and Duties of Agent	82
	12.2.	Agreements Regarding Collateral	83
	12.3.	Reliance By Agent	84
	12.4.	Action Upon Default	84
	12.5.	Ratable Sharing	84
	12.6.	Indemnification of Agent Indemnitees	85
	12.7.	Limitation on Responsibilities of Agent	85
	12.8.	Successor Agent and Co-Agents	86
	12.9.	Due Diligence and Non-Reliance	86
	12.10.	Replacement of Certain Lenders	87
	12.11.	Remittance of Payments and Collections	87
	12.12.	Agent in its Individual Capacity	87
	12.13.	Agent Titles	88
	12.14.	No Third Party Beneficiaries	88
SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS			88
	13.1.	Successors and Assigns	88
	13.2.	Participations	88
	13.3.	Assignments	89
	13.4.	Tax Treatment	90
SECTION 14. MISCELLANEOUS			90
	14.1.	Consents, Amendments and Waivers	90
	14.2.	Indemnity; Limitation on Liability	91
	14.3.	Notices and Communications	92
	14.4.	Performance of Borrower’s Obligations	92
	14.5.	Credit Inquiries	92

iv LOAN AND SECURITY AGREEMENT

14.6.	Severability	92
14.7.	Cumulative Effect; Conflict of Terms	92
14.8.	Counterparts; Facsimile Signatures	93
14.9.	Entire Agreement	93
14.10.	Obligations of Lenders	93
14.11.	Confidentiality	93
14.12.	GOVERNING LAW	94
14.13.	Consent to Forum; Waiver of Right to Trial by Jury	94
14.14.	Waivers by Obligors	95
14.15.	Patriot Act Notice	95
14.16.	Expenses	96

v LOAN AND SECURITY AGREEMENT

EXHIBITS
Exhibit A	Form of Assignment and Acceptance
Exhibit B	Form of Compliance Certificate
Exhibit C	Form of Copyright Security Agreement
Exhibit D	Form of Monthly Compliance Certificate
Exhibit E	Form of Notice of Borrowing
Exhibit F	Form of Notice of Conversion/Continuation
Exhibit G	Form of Patent Security Agreement
Exhibit H-1	Form of Revolving Term Note
Exhibit H-2	Form of Term Loan Note
Exhibit I	Form of Trademark Security Agreement
Exhibit J	List of Closing Documents
Exhibit K	Addresses for Notices

vi LOAN AND SECURITY AGREEMENT

SCHEDULES
Schedule 1.1 (a)	Material Contracts
Schedule 1.1 (b)	Commitments
Schedule 7.2.1	Deposit Accounts
Schedule 8.3	Deposit Accounts and Securities Accounts
Schedule 8.4.1	Location of Collateral
Schedule 9.1.4	Capital Structure
Schedule 9.1.5(a)	Corporate Names; Trade Names; Mergers, Combinations and Acquisitions
Schedule 9.1.5(b)	Locations
Schedule 9.1.6	Financing Statement Filings and Jurisdictions for Filing
Schedule 9.1.12	Licensed Intellectual Property; Royalties; Registrations and Applications
Schedule 9.1.15	Compliance with Environmental Laws
Schedule 9.1.16	Burdensome Contracts
Schedule 9.1.17	Litigation
Schedule 9.1.19	ERISA
Schedule 9.1.21	Labor Relations
Schedule 9.1.27	Potential Conflicts of Interest
Schedule 9.1.28	Material Customers; Unassignable Customer Agreements
Schedule 10.2.16	Affiliate Transactions
Schedule 10.3.1	Normalized EBITDA

vii LOAN AND SECURITY AGREEMENT

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of March 31, 2009, among TELX – NEW YORK 111 8TH, LLC, a Delaware limited liability company (“111 8^th ”), TELX – NEW YORK, LLC, a Delaware limited liability company (“Telx New York”) TELX – NEW YORK MANAGEMENT, LLC, a Delaware limited liability company (“Parent”), and TELX – NEW YORK HOLDINGS, LLC (“Holdings”) (each of 111 8th, Telx New York and Parent, a “Borrower,” and collectively, the “Borrowers”), the Obligors party to this Agreement, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), ROYAL BANK OF CANADA (“Royal Bank”), as Syndication Agent and CIT LENDING SERVICES CORPORATION, as agent for the Lenders (“Agent”).

RECITALS:

WHEREAS, the Borrowers, CIT and the Agent are parties to that certain Loan and Security Agreement dated as of September 21, 2007 (the “Original Loan Agreement”) pursuant to which CIT agreed to make available to the Borrowers (a) a senior secured revolving credit facility in the aggregate principal amount of $6,000,000 and (b) a senior secured term loan facility in the aggregate principal amount of $25,000,000 (the “Original Term Loan”);

WHEREAS, pursuant to the Original Loan Agreement the outstanding principal amount of the Original Term Loan is $22,480,611.

WHEREAS, the Borrowers have requested that the Lenders make available to the Borrowers an additional $15,000,000 (the “Incremental Term Loan”), which, together with the Original Term Loan would, pursuant to this Agreement, constitute the Term Loan;

WHEREAS, the Lenders have agreed to make available such Incremental Term Loan and amend and restate the Original Loan Agreement on the terms and conditions contained in this Agreement; and

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties hereto agree to amend and restate the Original Loan Agreement in its entirety as follows:

SECTION 1. AMENDMENT AND RESTATEMENT; DEFINITIONS; RULES OF CONSTRUCTION

1.1. Amendment and Restatement. The Borrowers, the Agent and the Lenders hereby agree that, effective upon the execution and delivery of this Agreement by each such party, the terms and provisions of the Original Loan Agreement shall be and are hereby amended, superseded and restated in their entirety by the terms and provisions of this Agreement, provided however, that any grant of security by the Borrowers pursuant to the Security Documents shall remain effective as of the Original Closing Date, together with all other Loan Documents executed and delivered on said date except and only to the extent any such Loan Documents are amended and restated on the Closing Date. The Borrowers, the Agent and the Lenders agree that the execution and delivery of this Agreement shall not effectuate a novation or refinancing of the Original Loans, but rather shall constitute a restatement and substitution of the terms and conditions governing the payment and performance of the Original Loans.

1.2. Definitions. As used herein, the following terms have the meanings set forth below:

“111 8th Avenue Landlord Estoppel” means the amended and restated landlord’s waiver, consent and estoppel dated as of             and entered into between 111 8th and 111 Chelsea Commerce, L.P.

1 LOAN AND SECURITY AGREEMENT

“111 8th Avenue Lease” means the lease dated as of March 15, 2007, between 111 8th as lessee, and 111 Chelsea Commerce L.P. as lessor, as may be amended or modified from time to time.

“60 Hudson Leases” means collectively, (i) the Agreement of Leases dated as of June 11, 1997, as thereafter amended; (ii) the Agreement of Leases dated as of July 6, 1999, as thereafter amended, (iii) the Subordination, Attornment and Leases Agreement, dated as of July 21, 2006, in each case between 60 Hudson Owners LLC, as lessor, and Colo Properties, Inc. as lessee; and (iv) the Sublease, in each case as assigned to Telx New York from Colo Properties Inc.

“60 Hudson Letter of Credit” means one or more letters of credit issued in favor of the landlord under the 60 Hudson Lease, not to exceed $2,500,000 in the aggregate.

“Account” means an account, as that term is defined in Article 9 of the UCC, including all rights to payment for goods sold or leased, or for services rendered.

“Account Debtor” means an account debtor, as that term is defined in Article 9 of the UCC.

“Affiliate” means with respect to any Person, another Person (a) who directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person; (b) who beneficially owns 5% or more of the voting securities or any class of Equity Interests of such first Person; or (c) at least 5% of whose voting securities or any class of Equity Interests is beneficially owned, directly or indirectly, by such first Person. For the purposes of this definition, “control“ means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through ownership of Equity Interests, by contract or otherwise. Notwithstanding anything contained in this definition, GI Partners shall not be considered to be an “Affiliate” for the purposes of this Agreement.

“Agent” has the meaning specified therefor in the preamble to this Agreement.

“Agent Indemnitees” means Agent, its Affiliates, officers, directors, employees, controlling Persons, agents, attorneys and Agent Professionals.

“Agent Professionals” means attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

“Agent’s Liens” means the Liens granted by the Borrowers and the other Obligors to Agent for the benefit of all Lenders and other Secured Parties under the Loan Documents.

“Aggregate Revolving Commitments” means the aggregate amount of all the Revolving Commitments of all Lenders.

“Agreement” means this Amended and Restated Loan and Security Agreement, as it may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time.

“Anti-Terrorism Laws” means Executive Order No. 13224, the Patriot Act, the laws comprising or implementing the Bank Secrecy Act and the laws administered by the United States Treasury Department’s Office of Foreign Asset Control (each as from time to time in effect) and any similar laws relating to terrorism.

2 LOAN AND SECURITY AGREEMENT

“Applicable Law” means with respect to any Person, all laws, rules, regulations and governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, and binding rules, regulations, orders and decrees of Governmental Authorities and any binding interpretation thereof by appropriate authorities.

“Applicable Margin” means, at all times, 5.25% for Base Rate Loans and 6.25% for LIBOR Loans.

“Approved Fund” means any Person (other than a natural person) that is engaged in making, holding or investing in extensions of credit in its ordinary course of business and is administered or managed by (i) a Lender, (ii) an entity that administers or manages a Lender, or (iii) an Affiliate of any of the foregoing or any entity providing warehousing services or financing to any of the foregoing.

“Arranger” means CIT Capital Securities, LLC.

“Asset Disposition” means a sale, lease, license, consignment, transfer or other disposition of Property of the Borrowers or any other Obligor, including a disposition of Property in connection with a sale-leaseback transaction or synthetic lease.

“Assignment and Acceptance” means an assignment agreement between a Lender and Eligible Assignee, substantially in the form of Exhibit A attached hereto.

“Availability” means, as determined as of any date, the amount that the Borrowers are entitled to borrow as Loans hereunder (after giving effect to all then outstanding Obligations and all sublimits then applicable hereunder).

“Bankruptcy Code” means Title 11 of the United States Code, as in effect from time to time.

“Base Rate” means, for any day, a rate per annum equal to the greatest of: (i) the rate of interest per annum prime rate as published for each Business Day (or if such a day is not a Business Day, for the immediately preceding Business Day) in the Wall Street Journal under the caption “Money Rates, Prime Rate”, (or if such rate is at any time not available, the rate so quoted by any money center bank selected by the Agent), (ii) the Federal Funds Effective Rate per annum for such day (or if such a day is not a Business Day, for the immediately preceding Business Day) plus 0.50% and (iii) LIBOR plus 1.0% (using a one-month period to determine LIBOR).

“Base Rate Loan” means any Loan that bears interest based on the Base Rate.

“Blocked Account” has the meaning specified therefor in Section 2.5.1.

“Blocked Account Agreement” means that certain blocked deposit account control agreement dated September 21, 2007, among Citibank, the Borrowers and Agent.

“Blocked Funds” has the meaning specified therefor in Section 2.5.1.

“Board of Governors” means the Board of Governors of the Federal Reserve System.

“Borrowing” means (i) a the borrowing of a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day or (ii) the incurrence of one or more Letter of Credit Obligations.

3 LOAN AND SECURITY AGREEMENT

“Books and Records” means books and records (including each Borrower’s Records indicating, summarizing, or evidencing such Borrower’s assets (including the Collateral) or liabilities, each Borrower’s Records relating to such Borrower’s business operations or financial condition, and each Borrower’s Goods or General Intangibles related to such information).

“Business Day” means any day (a) excluding Saturday, Sunday and any other day on which banks are permitted or required to be closed under the laws of the State of New York; and (b) when used with reference to a LIBOR Loan, also excluding any day on which banks do not conduct dealings in Dollar deposits on the London interbank market.

“CAA” means the Clean Air Act (46 U.S.C. § 7401 et seq.), as amended.

“Capital Adequacy Regulation” means any law, rule, regulation, guideline, request or directive of any central bank or other Governmental Authority, whether or not having the force of law, regarding capital adequacy of a bank or any Person controlling a bank.

“Capital Expenditures” means, for any period, the aggregate expenditures of each Borrower during such period on account of property, plant, equipment or similar fixed assets that, in conformity with GAAP, are required to be reflected in the “property, plant and equipment“ account on the balance sheet of such Borrower.

“Capital Lease” means any lease of property (whether real, personal or mixed) which, in conformity with GAAP, is accounted for as a capital lease or a Capital Expenditure on the balance sheet of each Borrower.

“Capital Lease Obligations” shall mean Debt represented by obligations under a Capital Lease, and the amount of such Debt shall be the capitalized amount of such obligations determined in accordance with GAAP.

“Cash Collateral” means cash, and any interest or other income earned thereon, that is delivered to the Agent to cash collateralize any Obligations, together with any Cash Equivalents in which such amounts may be invested.

“Cash Collateral Account” means a demand deposit, money market or other deposit account established by Agent at such financial institution as Agent may select in its reasonable discretion, which deposit account shall be under the Control of Agent and subject to the Agent’s Liens for the benefit of Secured Parties.

“Cash Equivalents” means (a) marketable obligations issued or unconditionally guaranteed by, and backed by the full faith and credit of, the United States government, maturing within 12 months of the date of acquisition; (b) certificates of deposit, time deposits and bankers’ acceptances maturing within 12 months of the date of acquisition, and overnight bank deposits, in each case which are issued by a commercial bank organized under the laws of the United States or any state or district thereof, having combined capital and surplus of not less than $500,000,000, and (unless issued by a Lender) not subject to offset rights; (c) repurchase obligations with a term of not more than 30 days for underlying investments of the types described in clauses (a) and (b) entered into with any bank meeting the qualifications specified in clause (b); (d) commercial paper rated A-1 (or better) by S&P or P-1 (or better) by Moody’s, and maturing within nine months of the date of acquisition; and (e) shares of any money market fund that has substantially all of its assets invested continuously in the types of investments referred to above, has net assets of at least $500,000,000 and has the highest rating obtainable from either Moody’s or S&P.

4 LOAN AND SECURITY AGREEMENT

“CERCLA” means the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.), as amended.

“Change of Control” means (a) GI Partners ceases to own and control, beneficially and of record, directly or indirectly, at least 66 2/3% of the voting Equity Interests in Telx, provided that such percentage interest may drop to no less than 51% of the voting Equity Interests in Telx solely as a result of one or more issuances of new Equity Interests of Telx to a Person or Persons other than GI Partners in connection with the expansion of Telx’s business as conducted on the Closing Date; (b) a change in the composition of the board of directors of Telx that results in GI Partners controlling less than a majority of such board of directors; or (c) all or substantially all of any Borrower’s assets are sold or transferred.

“Chattel Paper” means chattel paper, as that term is defined in Article 9 of the UCC, and includes tangible chattel paper and electronic chattel paper.

“CIT” means CIT Lending Services Corporation, a Delaware corporation.

“Claims” means all liabilities, obligations, losses, damages, penalties, judgments, proceedings, reasonable out-of-pocket costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after the Termination Date, after resignation or replacement of Agent, or after replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loan Documents or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens with respect to, or realization upon, any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all reasonable out-of-pocket costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

“Closing Date” means the date on which this Agreement is executed and delivered by the parties hereto.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means all Property described in Section 7.1, all Property described in any Security Document as collateral or security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations.

“Commercial Tort Claims” means commercial tort claims, as that term is defined in Article 9 of the UCC.

“Commitment” means, for any Lender, its Revolving Commitment or its Term Commitment; and “Commitments” means the sum of the Aggregate Revolving Commitments and the Aggregate Term Commitments.

“Commitment Termination Date” means the earliest to occur of (a) the Maturity Date, (b) date on which the Commitments (including any commitment to provide Letters of Credit hereunder) are terminated pursuant to Section 5.6, and (c) the date on which the Commitments (including any commitment to provide Letters of Credit hereunder) are terminated pursuant to Section 11.2.

5 LOAN AND SECURITY AGREEMENT

“Compliance Certificate” means a certificate, substantially in the form of Exhibit B, by which each Borrower certifies compliance with Sections 10.2.3 and 10.3.

“Confidential Information” shall have the meaning specified therefor in Section 14.11.1.

“Consolidated EBITDA” means, at any date, the EBITDA of Parent and its Subsidiaries on a consolidated basis.

“Contingent Obligation” means any obligation of a Person arising from a guaranty, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement, co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

“Control” shall have the meaning set forth in Article 8 of the UCC, or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

“Copyrights” means copyrights and copyright registrations, and also includes (i) the copyright registrations and recordings thereof and all applications in connection therewith listed on Schedule 9.1.12 attached hereto and made a part hereof, (ii) all reissues, continuations, extensions or renewals of any of the foregoing, (iii) all income, royalties, damages and payments now and hereafter due or payable under and in respect of any of the foregoing, including payments under all licenses entered into in connection therewith and damages and payments for past or future infringements or dilutions of any of the foregoing, (iv) the right to sue for past, present and future infringements and dilutions thereof, (v) the goodwill of each Obligor’s business symbolized by the foregoing or connected with any of the foregoing, and (vi) all of each Obligor’s rights corresponding to any of the foregoing throughout the world.

“Copyright Security Agreement” means each Copyright Security Agreement among the Obligors, or any of them, and Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit C attached hereto, pursuant to which the Obligors have granted to Agent, for the benefit of the Secured Parties, a security interest in all their respective Copyrights.

“Corporate Services Agreement” means each of (i) the property management agreement between 111 8^th and Telx, dated as of the date hereof; and (ii) the property management agreement between Telx New York and Telx, dated as of the Original Closing Date.

“Credit Extension” means the funding of any Loan or the issuance of any Letter of Credit.

“Customer Agreement” means any license, sublease, access, colocation or similar agreement between any Obligor and a customer or user of any Facility.

“CWA” means the Clean Water Act (33 U.S.C. §§ 1251 et seq.), as amended.

6 LOAN AND SECURITY AGREEMENT

“Debt” means, as applied to any Person, without duplication, (a) all indebtedness that (i) arises from the lending of money by any Person to such Obligor, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding trade payables owing in the Ordinary Course of Business other than trade payables outstanding for more than one hundred twenty (120) days, except to the extent such payables are being contested), or (iv) was issued or assumed as full or partial payment for Property (excluding trade payables owing in the Ordinary Course of Business other than trade payables outstanding for more than one hundred twenty (120) days, except to the extent such payables are being contested); (b) all obligations as a lessee under Capital Leases; (c) all reimbursement and other obligations with respect to letters of credit, bankers acceptances, interest rate swaps, or other financial products; (d) all obligations owing under Hedging Agreements; (e) all obligations or liabilities of others secured by a Lien on any asset of a Person or its Subsidiaries, irrespective of whether such obligation or liability is assumed, (f) all Contingent Obligations; and (g) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person that constitutes Debt under any of clauses (a) through (f) above. The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venturer.

“Default” means an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

“Default Rate” means, for any Obligation (including, to the extent permitted by law, interest not paid when due), 2.0% per annum plus the interest rate otherwise applicable thereto.

“Defaulting Lender” shall have the meaning specified in Section 4.2.

“Deposit Account” means a deposit account, as that term is defined in Article 9 of the UCC.

“Deposit Account Control Agreement” means a three-party agreement, in form and substance reasonably satisfactory to the Agent, among the Agent, the applicable Borrower or other applicable Obligor and the bank which will maintain a Deposit Account for such Borrower or other Obligor, (a) which provides the Agent with Control of such Deposit Account and provides for the transfer of funds in a manner consistent with the provisions of this Agreement, and (b) pursuant to which such bank agrees that, except as otherwise provided in the Deposit Account Control Agreement, such bank has no lien upon, or right of set off against, the Deposit Account and any cash, checks, wires and other items from time to time on deposit therein.

“Distribution” means any declaration or payment of a distribution to a holder of Equity Interests.

“Document” means a document, as that term is defined in Article 9 of the UCC.

“Dollars” or “$” means lawful money of the United States.

“EBITDA” means, with respect to any Person, for any period, an amount equal to, (a) Net Income plus (b) to the extent deducted in determining Net Income, (i) interest expense for such period, (ii) expense for taxes paid during such period, (iii) depreciation for such period, and (iv) amortization of (including, for the avoidance of doubt, the amortization of deferred rent with respect to the Facilities) depreciation and other non-cash charges for such period, all as determined in conformity with GAAP.

“Eligible Assignee” means a Person that is (a) a Lender, an Affiliate of a Lender or an Approved Fund; or (b) any other financial institution or investment fund approved by the Agent, which approval shall not be unreasonably withheld or delayed.

7 LOAN AND SECURITY AGREEMENT

“Enforcement Action” means any action to enforce any Obligations or Loan Documents or to realize upon or protect any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).

“Environmental Laws” means all federal, state and local laws, rules, regulations, ordinances, permits, orders and consent decrees or other binding determination of any Governmental Authority or other Applicable Laws relating to health, safety, hazardous substances, and environmental matters applicable to a Borrower and/or its business and facilities (whether or not owned by it); such laws and regulations include but are not limited to the RCRA, CERCLA, TSCA, CWA, CAA, OHSA and U.S. Department of Transportation regulations.

“Environmental Notice” means a written notice from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, environmental pollution or Hazardous Materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

“Environmental Release” means a release as defined in CERCLA or under any other Environmental Law.

“Equipment” means equipment, as that term is defined in Article 9 of the UCC.

“Equity Interest” means the interest of any (a) shareholder in a corporation, (b) partner in a partnership (whether general, limited, limited liability or joint venture), (c) member in a limited liability company, or (d) other Person having any other form of Equity Security or ownership interest or voting rights with respect to any of the foregoing.

“Equity Securities” means with respect to any Person that is a corporation, the authorized shares of such Person’s capital stock, including all classes of common, preferred, voting and nonvoting capital stock, and, as to any Person that is not a corporation or an individual, the equity or ownership interests in such Person in whatever form they take, including, without limitation, membership interests, limited partnership interests, general partnership interests, limited liability partnership interests, trust certificates and any other right to share in profits and losses, the right to receive distributions of cash and property, and the right to receive allocations of items of income, gain, loss, deduction and credit and similar items from such Person, whether or not such interests include voting or similar rights entitling the holder thereof to exercise control over such Person. Such Equity Securities shall include all rights and interests associated therewith and any warrants, options and other rights to acquire additional interests which accompany or are part of such Equity Securities.

“Equity Security Rights” means any securities, other Equity Securities, dividends or other distributions and any other right or property which any Obligor shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any securities, or other ownership interests in a corporation, partnership, trust, joint venture, limited liability company or other Person constituting Collateral and any securities, any right to receive securities and any right to receive earnings, in which any Obligor now has or hereafter acquires any right, issued by an issuer of such securities

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Event of Default” has the meaning specified therefor in Section 11.1.

8 LOAN AND SECURITY AGREEMENT

“Excess Cash Flow” means for any Fiscal Quarter or Semi-Annual Period, as applicable, Consolidated EBITDA of the Borrowers for such Fiscal Quarter or Semi-Annual Period, as applicable, plus any amounts deducted in calculating such Consolidated EBITDA for such Fiscal Quarter or Semi-Annual Period, as applicable, which were paid, incurred or accrued in violation of any of the provisions of this Agreement, minus the sum of (without duplication) (a) scheduled payments of principal on the Term Loan (exclusive of mandatory prepayments pursuant to Section 5.5(b)(ii)) and Revolving Loans (but only to the extent of a corresponding permanent reduction in the Revolving Commitment) made during such Fiscal Quarter or Semi-Annual Period, as applicable, (b) payments with respect to Capital Lease Obligations made during such Fiscal Quarter or Semi-Annual Period, as applicable, (c) payments in respect of Capital Expenditures made during such Fiscal Quarter or Semi-Annual Period, as applicable, (d) all taxes paid in cash during or payable with respect to such Fiscal Quarter or Semi-Annual Period, as applicable, (e) all interest paid in cash during such Fiscal Quarter or Semi-Annual Period, as applicable, (f) all Upstream Payments made during such Fiscal Quarter or Semi-Annual Period, as applicable, to the extent not deducted in determining EBITDA, (g) plus or minus the change in working capital during such period, and (h) plus Distributions made during such Fiscal Quarter or Semi-Annual Period in accordance with Section 10.2.3(b), as applicable and to the extent included in (g).

“Excluded Accounts” has the meaning specified therefor in Section 7.2.1.

“Excluded Taxes” means (a) net income taxes and franchise taxes (imposed in lieu of net income taxes), in each case imposed on the Agent or any Lender as a result of a present or former connection between the Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising from the Agent’s or such Lender’s having executed, delivered or performed its obligations or received a payment, under, or enforced, this Agreement or any other Loan Document), (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction described in clause (a) above, (c) any taxes that are attributable to such Lender’s failure to comply with the requirements of Section 5.12, or (d) any withholding taxes imposed on amounts payable to a Lender at the time such Lender (i) becomes a party to this Agreement, (ii) changes its residence, place of organization or principal place of business or (iii) designates a new lending office, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrowers with respect to such taxes pursuant to Section 5.11.

“Extraordinary Expenses” means all reasonable out-of-pocket costs, expenses or advances that Agent may incur during a workout or Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor or related to protecting Collateral, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, L/C Issuer, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; or (g) Protective Advances. Such costs, expenses and advances include transfer fees, taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, environmental study fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

9 LOAN AND SECURITY AGREEMENT

“Facilities” means collectively the premises leased or subleased by the Borrowers from time to time at (i) 60 Hudson St., New York, NY, (ii) 111 8th Avenue, New York, NY, or (iii) any other location as applicable, and each of them a “Facility”.

“Federal Funds Effective Rate” means the interest rate per annum charged on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers on the date of determination, as published for any day which is a Business Day by the Federal Reserve Bank of New York (or, in the absence of such publication, as reasonably determined by the Agent).

“Fee Letters” means the letter agreements delivered separately (i) among the Obligors and the Agent, dated as of the Closing Date and (ii) among the Obligors and the Incremental Term Loan Lender, dated as of the Closing Date.

“Fiscal Quarter” means beginning on the first day of each Fiscal Year, each period of three consecutive months thereafter.

“Fiscal Year” means the fiscal year of the Borrowers for accounting and tax purposes, ending on December 31 of each year.

“Fixed Charge Coverage Ratio” means for any period, the quotient (expressed as a ratio) obtained by dividing (a) Consolidated EBITDA for such period by (b) Fixed Charges of Parent and its Subsidiaries on a consolidated basis for such period.

“Fixed Charges” means for any period, the sum of (a) all cash interest obligations (including the interest component of Capital Leases) of the Borrowers on a consolidated basis paid or due during such period, (b) the amount of principal scheduled to be repaid on the Debt of the Borrowers during such period (other than on the Revolving Loan and voluntary prepayments of the Obligations), (c) Capital Expenditures not otherwise paid for by contributions of equity from Telx or a third party or financed by Purchase Money Debt, as incurred by the Borrowers during such period, and (d) all federal, state and local tax expenses paid in cash by the Borrowers during such period.

“FLSA” means the Fair Labor Standards Act of 1938, as amended.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the laws of the United States, or any state or other political subdivision thereof.

“Foreign Plan” means any employee benefit plan or arrangement maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States, or any employee benefit plan or arrangement mandated by a government other than the United States for employees of any Obligor or Subsidiary.

“Foreign Subsidiary” means a Subsidiary that is a “controlled foreign corporation“ under Section 957 of the Code, such that a guaranty by such Subsidiary of the Obligations or a Lien on the assets of such Subsidiary to secure the Obligations would result in material tax liability to the Borrowers.

“Funded Debt” means, as of any date of determination, all outstanding Obligations, including, without limitation, all principal and interest on outstanding Loans and the aggregate face value of the Letters of Credit, owing by the Borrowers to the Lenders pursuant to the Loan Documents.

“Funded Debt to Consolidated EBITDA Leverage Ratio” means the ratio of Funded Debt to Consolidated EBITDA.

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“Funding Date” means April 1, 2009.

“GAAP” means generally accepted accounting principles in the United States in effect from time to time.

“General Intangibles” means general intangibles, as that term is defined in Article 9 of the UCC, and, in any event, includes Payment Intangibles, contract rights, rights to payment, rights arising under common law, statutes, or regulations, choses or things in action, causes of action, company or other business records, Intellectual Property, permits, tax refund claims, operational manuals, insurance refunds and premium rebates, all rights to indemnification, goodwill (including the goodwill associated with any Trademark, Patent, or Copyright), industrial designs, other industrial or Intellectual Property or rights therein or applications therefor, whether under license or otherwise, programs, programming materials, blueprints, drawings, purchase orders, customer lists, monies due or recoverable from pension funds, route lists, rights to payment and other rights under any royalty or licensing agreements, including Intellectual Property Licenses, infringement claims, computer programs, information contained on computer disks or tapes, software, literature, reports, catalogs, pension plan refunds, pension plan refund claims, insurance premium rebates, tax refunds, and tax refund claims, interests in a partnership or limited liability company which do not constitute securities under Article 8 of the UCC, and any other personal property other than Commercial Tort Claims, money, Accounts, Chattel Paper, Deposit Accounts, Goods, Investment Property and Negotiable Collateral.

“GI Partners” means GI Partners Fund II, L.P., a Delaware limited partnership, GI Partners Side Fund II, L.P., a Delaware limited partnership, and their Affiliates.

“GI Partners Note” means that certain promissory note evidencing the obligation of Telx to pay to GI Partners the amount of $24,602,984 plus accrued and unpaid interest.

“Goods” means goods, as that term is defined in Article 9 of the UCC.

“Governmental Approvals” means all authorizations, consents, approvals, licenses, permits and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

“Governmental Authority” means any federal, state, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, or a foreign entity or government.

“Hazardous Materials” means substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”.

“Hedging Agreement” means an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.

“Higher Corrective Amount” shall have the meaning specified therefor in Section 3.3.2.

“Increased Term Loan Commitment” shall have the meaning specified therefor in Section 2.3(a).

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“Increased Term Loan Effective Date” shall have the meaning specified therefor in Section 2.3(c).

“Increased Term Loan Lender” shall have the meaning specified therefor in Section 2.3(b).

“Incremental Term Loan” shall have the meaning set forth therefor in the preamble to this Agreement.

“Incremental Term Loan Amount” means $15,000,000.

“Incremental Term Loan Lender” means Royal Bank of Canada.

“Indemnified Matters” shall have the meaning set forth therefor in Section 14.2.

“Indemnitees” shall have the meaning set forth therefor in Section 14.2.1.

“Insolvency Proceeding” means any case or proceeding commenced by or against a Person under any state, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property; or (c) an assignment or trust mortgage for the benefit of creditors.

“Instrument” means an instrument, as that term is defined in Article 9 of the UCC.

“Intellectual Property” means all intellectual property rights of a Person, including inventions, designs, Patents, patent applications, Copyrights, Trademarks, service marks, corporate names, logos, slogans, labels, web pages, URLs, domain names, trade names, trade secrets, confidential or proprietary information, licenses, customer lists, know-how, Software (including associated documentation and source and object codes) and data and databases, electronic files, telephone numbers, patents and applications therefor, inventions, processes, technology, know-how, any creative expression fixed in any media, and any business information; all embodiments or fixations of the foregoing and all related documentation and registrations and all Books and Records describing or used in connection with any of the foregoing.

“Intellectual Property Claim” means any claim or assertion (whether in writing, by suit or otherwise) that any Borrower’s ownership, use, marketing, sale or distribution of any services Inventory, Intellectual Property or other Property violates another Person’s Intellectual Property.

“Interest Coverage Ratio” means for any period, the quotient (expressed as a ratio) obtained by dividing (i) Consolidated EBITDA for such period by (b) all cash interest obligations (including the interest component on Capital Leases) of the Borrowers on a consolidated basis paid or due during such period.

“Interest Period” means (a) with respect to an initial request by the Borrowers for a LIBOR Loan or the conversion of a Base Rate Loan to a LIBOR Loan, at the option of the Borrowers, a one-month, two-month, three-month or six-month period commencing on the borrowing or conversion date with respect to such LIBOR Loan and ending one month, two months, three months or six months thereafter, as applicable; and (b) with respect to any continuation of a LIBOR Loan, at the option of the Borrowers a one-month, two-month, three-month or six-month period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Loan and ending one month, two months, three months or six months thereafter, as applicable; provided that (i) if any Interest Period would otherwise

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end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day, and (ii) if any Interest Period begins on the last Business Day of any month, or on a day for which there is no numerically corresponding day in the month in which such Interest Period ends, such Interest Period shall end on the last Business Day of the month in which such Interest Period ends.

“Interest Rate Hedging Agreement” means a Hedging Agreement with respect to interest rate risk.

“Inventory” means inventory, as that term is defined in Article 9 of the UCC.

“Investment” means, as applied to any Person, (a) any direct or indirect acquisition by that Person of all or substantially all of the assets of another Person; (b) any direct or indirect acquisition by that Person of record or beneficial ownership of any Equity Interests of another Person; (c) any advance or capital contribution by that Person to, or other investment by that Person in, another Person, including all Debt of such other Person to that Person; (d) or any direct or indirect loan or other advance of money by that Person to another Person (other than deposits with financial institutions available for withdrawal on demand, prepaid expenses, each made or incurred in the ordinary course of business). Investments shall exclude (i) extensions of trade credit on commercially reasonable terms in accordance with normal trade practices and (ii) the repurchase of securities of any Person by such Person. The amount of any Investment shall be determined in conformity with GAAP.

“Investment Property” means investment property, as that term is defined in Article 9 of the UCC.

“L/C Disbursement” means a payment made by the L/C Issuer pursuant to a Letter of Credit.

“L/C Guaranty” has the meaning specified thereof in Section 2.4.1.

“L/C Issuer” means any of the following Persons that is selected, by mutual agreement of the Borrowers and Agent, to issue a Letter of Credit, each in the capacity of such an issuer: (i) any of CIT, The CIT Group, Inc., or an Affiliate thereof that agrees in its discretion to issue a Letter of Credit, and/or (ii) any other Revolving Lender, bank or other legally authorized Person acceptable to the Agent and the Borrowers, which issues or is selected to issue a Letter of Credit under Section 2.4.

“L/C Request” means an irrevocable notice and certificate from the Borrowers to the Agent and the L/C Issuer (unless the Agent directs the Borrowers to provide such L/C Request only to the Agent) requesting the issuance of such Letter of Credit, which notice shall specify the date of issuance (which shall be a Business Day), the amount of such Letter of Credit, the name and address of the beneficiary thereof, and such other information as shall be necessary to prepare such Letter of Credit and which shall also contain a representation that the conditions to such issuance as set forth in Section 6 have been met.

“L/C Sublimit” shall mean $1,000,000.

“Lender Indemnitees” means the Lenders, and each of their respective Affiliates, officers, directors, employees, controlling Persons, agents, attorneys and Lender Professionals.

“Lender Professionals” means, with respect to any Lender, attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by such Lender or its Affiliate.

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“Lenders” shall have the meaning set forth therefor in the preamble to this Agreement and the L/C Issuer, and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance.

“Lender Parties” means, collectively, each of the Lenders, L/C Issuer and Agent, and each of them a “Lender Party”.

“Letter of Credit” means a documentary or standby letter of credit issued for the account of the Borrowers by an L/C Issuer pursuant to Section 2.4 for which the Agent and the Revolving Lenders have incurred Letter of Credit Obligations.

“Letter of Credit Obligations” means, at any time, (i) all outstanding obligations incurred by the L/C Issuer, Agent and/or the Revolving Lenders, whether direct or indirect, contingent or otherwise, due or to become due, in connection with the issuance of Letters of Credit or the purchase of a participation as set forth herein with respect to any Letter of Credit, including the aggregate maximum amount available to be drawn under all outstanding and unexpired Letters of Credit, and (ii) the Borrowers’ and the other Obligors’ obligations with respect to the foregoing, including, without limitation, the obligation to pay all outstanding Reimbursement Amounts pursuant to Section 2.4.

“Letter-of-Credit Right” means letter-of-credit right, as that term is defined in Article 9 of the UCC.

“LIBOR” means for any Interest Period and subject to availability, a rate of interest equal to the quotient obtained by dividing: (a) at the Agent’s election, (i) the London interbank offered rate for deposits in U.S. Dollars for such Interest Period as quoted to the Agent by JPMorgan Chase Bank (or any successor thereof) two (2) Business Days prior to the first day of such Interest Period, or (ii) the rate of interest determined by the Agent at which deposits in U.S. Dollars are offered for such Interest Period as presented on Telerate Systems at page 3750 as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of such Interest Period (provided that if two or more offered rates are presented on Telerate Systems at page 3750 for such Interest Period, the arithmetic mean of all such rates, as determined by the Agent, will be the rate elected); by (b) a number equal to 1.00 minus the Eurocurrency Reserve Requirements, if any, in effect on the day which is two (2) Business Days prior to the beginning of such Interest Period and if the index ceases to exist or is no longer published or announced, then the term “LIBOR” means, at all times during any calendar month, the Prime Rate as published in The Wall Street Journal two Business Days prior to the commencement of such calendar month. LIBOR shall be determined on any date of determination by the Agent, provided, that, in no event shall LIBOR be less than 2.75%. Notwithstanding the foregoing and subject to the immediately preceding sentence, if the Lenders are not able to borrow Dollars from leading banks in the London Interbank Market in the ordinary course of business at published rates, LIBOR shall be a rate from time to time determined by the Agent by reference to the cost of funds to the Lenders from such other sources as the Lenders may from time to time determine.

“LIBOR Loan” means a Loan that bears interest based on LIBOR.

“License” means any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

“Lien” means any interest in an asset securing an obligation owed to, or a claim by, any Person other than the owner of the asset, irrespective of whether (a) such interest is based on the common law, statute, or contract, (b) such interest is recorded or perfected, and (c) such interest is contingent upon the

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occurrence of some future event or events or the existence of some future circumstance or circumstances. Without limiting the generality of the foregoing, the term “Lien” includes the lien or security interest arising from a mortgage, deed of trust, encumbrance, notice of lien, levy or assessment, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt, or from a lease, consignment, or bailment for security purposes and also includes reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Real Estate or other real property.

“Loans” means the Revolving Loans and the Term Loan; unless the context otherwise requires, references herein to the outstanding principal balance of the Loans shall include the outstanding balance of Letter of Credit Obligations.

“Loan Account” means the loan account established by each Lender on its books pursuant to Section 5.10.

“Loan Documents” means, collectively, this Agreement, the Other Agreements and the Security Documents, and each of them a “Loan Document”.

“Lower Corrective Amount” shall have the meaning specified therefor in Section 3.3.3.

“Margin Stock” shall have the meaning therefor as defined in Regulation U of the Board of Governors.

“Material Adverse Effect” means the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, condition (financial or otherwise), assets, operations of the Borrowers, taken as a whole, or on the value of the Collateral, on the enforceability of the Loan Documents, or on the validity or priority of Agent’s Liens on the Collateral, (b) impairs the ability of the Obligors, taken as a whole, to perform their obligations under the Loan Documents, including repayment of any Obligations, or (c) otherwise impairs in any material respect the ability of Agent or any other Lender Party to enforce or collect any Obligations or to realize upon the Collateral.

“Material Contract” means any contract, agreement or arrangement to which any Borrower is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Obligor, including the Securities Act of 1933, as amended, (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect, (c) that relates to Debt in an aggregate amount of $1,000,000 or more, or (d) that has a monthly recurring revenue equal to or in excess of $75,000 per month. Without limiting the generality of the foregoing in this definition, the “Material Contracts” shall include, without limitation, (i) each of the Real Estate Leases pertaining to the lease or sublease of the Facilities, (ii) any Customer Agreements between any Borrower, or any other Obligor, as applicable, and any Material Customer, and (iii) each of the contracts, agreements and arrangements set forth on Schedule 1.1(a).

“Material Customers” shall have the meaning set forth therefor in Section 9.1.28.

“Maturity Date” means December 30, 2011.

“Maximum Facility Amount” means, as of any date of determination, the amount which is equal to the sum of all Revolving Commitments, plus the outstanding principal amount of the Term Loan at such time.

15 LOAN AND SECURITY AGREEMENT

“Maximum Rate” shall have the meaning set forth therefor in Section 3.10.

“Maximum Revolver Amount” means, as of any date of determination, an amount equal to $6,000,000 minus the aggregate principal amount of the Revolving Loans outstanding as of such date.

“Monthly Compliance Certificate” means a certificate, substantially in the form of Exhibit D, by which each Borrower certifies compliance with Sections 10.2.3 and 10.3

“Monthly Customer Details Report” means the report provided to Agent by the Borrowers which provides the monthly revenue for each Customer Agreement on a three-month rolling basis.

“Monthly Lease Payment Amount” shall have the meaning specified therefor in Section 2.5.2(a).

“Monthly Variable Payment Amount” shall have the meaning specified therefor in Section 2.5.2(b).

“Moody’s” means Moody’s Investors Service, Inc., and its successors.

“Multiemployer Plan” means any employee benefit plan or arrangement described in Section 4001(a)(3) of ERISA that is maintained or contributed to by any Obligor.

“Negotiable Collateral” means letters of credit, Letter-of-Credit Rights, Instruments, promissory notes, drafts, and Documents.

“Net Income” means, with respect to any period, the net income (or loss) of a Person and its Subsidiaries calculated on a consolidated basis for such period in accordance with GAAP.

“Net Proceeds” means with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by the Borrowers in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted Lien senior to Agent’s Liens on Collateral sold; (c) transfer or similar taxes; and (d) reserves for indemnities, until such reserves are no longer needed.

“Normalized EBITDA” shall mean the EBITDA calculations set forth on Schedule 10.3.1.

“Note” means each Revolving Note, Original Term Loan Note, Term Loan Note or other promissory note executed by the Borrowers, to evidence any Obligations.

“Notice of Borrowing” means a notice of Borrowing to be provided by the Borrowers to request the funding of a Borrowing of Loans substantially in the form of Exhibit E attached hereto; provided that, notwithstanding the foregoing, the amount actually distributed on the Funding Date shall be equal to $15,000,000 (less the fees, costs and expenses required to be paid by the Borrowers to the Agent and the Lenders on the Funding Date in accordance with the Loan Documents) and subject to the Funds Flow Memorandum agreed to in connection with the transactions contemplated hereby.

“Notice of Conversion/Continuation” means a Notice of Conversion/Continuation to be provided by the Borrowers to request a conversion or continuation of any Loans as LIBOR Loans substantially in the form of Exhibit F attached hereto.

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“Obligations” means all (a) principal of and premium, if any, on the Loans, (b) interest (including all interest which accrues after the commencement of any case or proceeding by or against the Borrowers or any other Obligor in bankruptcy whether or not allowed in such case or proceeding), expenses, fees and other sums payable by Obligors under Loan Documents, (c) all liabilities and obligations under Letter of Credits or Letter of Credit Obligations, including Letter of Credit commissions and Reimbursement Amounts, (d) obligations of Obligors under Secured Hedging Agreements, (e) obligations of Obligors under any indemnity for Claims, (f) Extraordinary Expenses, and (g) other Debts, obligations and liabilities of any kind owing by the Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

“Obligors” means the Borrowers and such other Person that is liable for payment of any Obligations or that has granted a Lien in favor of the Agent on its assets to secure any Obligations, and each of them, an “Obligor”. On the Closing Date, there are no Obligors other than the Borrowers.

“Offer Period” shall have the meaning specified therefor in Section 2.3(b).

“Ordinary Course of Business” means the ordinary course of business of the Borrowers or any other Obligor, as applicable, consistent with past practices and undertaken in good faith.

“Organizational Documents” means, with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

“Original Closing Date” means September 21, 2007.

“Original Loans” shall mean each of the Original Term Loan and the Revolving Loan.

“Original Loan Agreement” shall have the meaning set forth therefor in the preamble to this Agreement.

“Original Term Loan” shall have the meaning set forth therefor in the preamble to this Agreement.

“Original Term Loan Note” means the promissory note executed by the Borrowers in favor of CIT on September 21, 2007 in the amount of $25,000,000, which note shall evidence the Original Term Loan made by CIT.

“OSHA” means the Occupational Safety and Health Act of 1970 (29 U.S.C. § 651 et seq.), as amended.

“Other Agreements” means each Note, the Secured Hedging Agreements, the 111 8th Avenue Landlord Estoppel, the Fee Letters, each tenant consent, each mortgagee consent, each letter of credit application and any reimbursement agreements related to a Letter of Credit, each Compliance Certificate, financial statement or report delivered hereunder, and each other document, instrument or agreement (other than this Agreement or a Security Document) now or hereafter delivered by an Obligor or other Person to Agent or a Lender Party in connection with any transactions relating hereto.

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“Other Collateral” means any personal property of the Obligors not included within the defined terms Accounts, Chattel Paper, Commercial Tort Claims, Documents, Equipment, General Intangibles, Instruments, Inventory, Investment Property, Negotiable Collateral and Pledged Deposits, including, without limitation, all cash on hand, Equity Security Rights and Deposit Accounts or other deposits (general or special, time or demand, provisional or final) with any bank or other financial institution.

“Overadvance” shall have the meaning set forth therefor in Section 2.1.4.

“Parent” has the meaning specified therefor in the preamble to this Agreement.

“Participant” shall have the meaning set forth therefor in Section 13.2.1.

“Patents” means patents and patent applications, and also includes (i) the patents and patent applications listed on Schedule 9.1.12 attached hereto and made a part hereof, (ii) all renewals of any of the foregoing, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect to any of the foregoing, including payments under all licenses entered into in connection with any of the foregoing and damages and payments for past or future infringements or dilutions of any of the foregoing, (iv) the right to sue for past, present and future infringements and dilutions of any of the foregoing, and (v) all of each Obligor’s rights corresponding to any of the foregoing throughout the world.

“Patent Security Agreement” means each Patent Security Agreement among the Obligors, or any of them, and Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit G attached hereto, pursuant to which the Obligors have granted to Agent, for the benefit of the Secured Parties, a security interest in all their respective Patents.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001), as amended.

“Payment Intangible” means a payment intangible, as that term is defined in Article 9 of the UCC.

“Payment Item” means each check, draft or other item of payment payable to the Borrowers, including those constituting proceeds of any Collateral.

“Permitted Asset Disposition” means, as long as no Default or Event of Default exists and all Net Proceeds are remitted to the Agent to the extent required hereunder, an Asset Disposition that (i) is a sale or other disposition of Property that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business; (ii) is a sale or other disposition of Property, the aggregate value of which when added to the value of all other Property sold or disposed of in all other Asset Dispositions for such Fiscal Year does not exceed $500,000; (iii) constitutes a Customer Agreement entered into by any Borrower in the Ordinary Course of Business or (iv) is approved in writing by Agent and the Required Lenders.

“Permitted Lien” shall have the meaning set forth therefor in Section 10.2.2.

“Permitted Purchase Money Debt” means Purchase Money Debt of the Borrowers that is unsecured or secured only by a Purchase Money Lien on the assets acquired with such Purchase Money Debt and not any other Property, as long as the aggregate amount of such Purchase Money Debt does not exceed $1,000,000 outstanding at any time and its incurrence does not violate Section 10.2.1.

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“Person” means any individual, corporation, limited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.

“Plan” means an employee pension benefit plan that is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and that is either (i) maintained by any Borrower or any other Obligor for employees or (ii) maintained pursuant to a collective bargaining agreement, or other arrangement under which more than one employer makes contributions and to which any Borrower or any other Obligor is making or accruing an obligation to make contributions or has within the preceding five years made or accrued such contributions.

“Pledge Agreement” means that certain pledge agreement dated as of September 21, 2007, by and among Holdings, Parent and Agent, executed and delivered on the Original Closing Date.

“Pledged Deposits” means all time deposits of money (other than Deposit Accounts and Instruments), whether or not evidenced by certificates, which an Obligor may from time to time designate as pledged, or to which a security interest is granted, to the Agent or to any Secured Party as security for any Obligations, and all rights to receive interest on such deposits.

“Prepayment Fee” means, as of any date of voluntary prepayment of the Term Loan, an amount equal to (i) during the period from and after the date of the execution and delivery of this Agreement up to the date that is the first anniversary of the Closing Date, one percent (1%) multiplied by the outstanding principal balance of the Term Loan on the date immediately prior to the date of determination, and (ii) during the period from and including the date that is the first anniversary of the Closing Date and thereafter, zero; provided that in no event shall a Prepayment Fee be charged in connection with a refinancing of the Loans by the Borrowers with Agent or the Lenders hereunder.

“’Proceeds” means proceeds, as that term is defined in Article 9 of the UCC.

“Pro Rata Share” means, as of any date of determination:

(a) with respect to a Lender’s obligation to make Revolving Loans and right to receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolving Commitment, by (z) the Aggregate Revolving Commitments of all Lenders, and (ii) from and after the time that the Revolving Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s Revolving Loans by (z) the aggregate outstanding principal amount of all Revolving Loans;

(b) with respect to a Lender’s obligation to participate in Letters of Credit, to reimburse the L/C Issuer, and right to receive payments of fees with respect thereto, (i) prior to the Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (y) such Lender’s Revolving Commitment, by (z) the Aggregate Revolving Commitments of all Lenders, and (ii) from and after the time that the Revolving Commitments have been terminated or reduced to zero, the percentage obtained by dividing (y) the aggregate outstanding principal amount of such Lender’s Revolving Loans by (z) the aggregate outstanding principal amount of all Revolving Loans;

(c) with respect to a Lender’s obligation to make its portion of the Term Loan and right to receive payments of interest, fees, and principal with respect thereto, (i) prior to the making of the Term Loan, the percentage obtained by dividing (y) such Lender’s Term Loan Commitment, by (z) the aggregate amount of all Lenders’ Term Loan Commitments, and (ii) from and after the making of the

19 LOAN AND SECURITY AGREEMENT

Term Loan, the percentage obtained by dividing (y) the principal amount of such Lender’s portion of the Term Loan by (z) the Term Loan Amount; and

(d) with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 14.2.1), the percentage obtained by dividing (i) such Lender’s Revolving Commitment plus the outstanding principal amount of such Lender’s portion of the Term Loan by (ii) the aggregate amount of Revolving Commitments of all Lenders plus the outstanding principal amount of the Term Loan; provided, however that in the event the Revolving Commitments have been terminated or reduced to zero, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the outstanding principal amount of such Lender’s Revolving Loans plus such Lender’s ratable portion of the risk participation with respect to outstanding Letters of Credit plus the outstanding principal amount of such Lender’s portion of the Term Loan by (B) the outstanding principal amount of all Revolving Loans plus the aggregate amount of the risk participation with respect to outstanding Letters of Credit plus the outstanding principal amount of the Term Loan.

“Properly Contested” means with respect to any obligation of an Obligor, (i) the obligation is subject to a bona fide dispute regarding amount or the Obligor’s liability to pay; (ii) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (iii) appropriate reserves have been established in accordance with GAAP; (iv) non-payment could not reasonably be expected to have a Material Adverse Effect, nor reasonably be expected to result in forfeiture or sale of any assets of the Obligor; (v) no Lien is imposed on assets of the Obligor, unless bonded and stayed to the reasonable satisfaction of Agent; and (vi) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review or is bonded to the reasonable satisfaction of Agent.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“Protective Advances” shall have the meaning set forth therefor in Section 2.1.5.

“Purchase Money Debt” means (i) Debt (other than the Obligations) for payment of the purchase price of fixed assets; (ii) Debt (other than the Obligations) incurred within twenty (20) days before or after acquisition of any fixed assets, for the purpose of financing the purchase price thereof; and (iii) Capital Leases.

“Purchase Money Lien” means a Lien that secures Purchase Money Debt, encumbering only the assets acquired with such Debt and constituting a Capital Lease or a purchase money security interest under the UCC, and which Lien attaches to such assets concurrently with or within twenty (20) days after the acquisition of such assets.

“Rating Agency” shall have the meaning specified therefor in Section 14.11.1

“RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i), as amended.

“Real Estate” means all estates, right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

“Real Estate Lease” means any of (i) the lease or sublease by the Borrowers or any other Obligor of any of the Facilities, including, but not limited to, the 60 Hudson Leases and the 111 8th Avenue Lease, and (ii) any other real estate lease or sublease in effect or entered into by the Borrowers or any other Obligor while any

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Obligations or any Commitments remain outstanding under the Loan Documents; provided that the term “Real Estate Lease” shall not include any Customer Agreement.

“Records” means information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in perceivable form.

“Register” shall have the meaning set forth therefor in Section 13.3.3.

“Reimbursement Amounts” shall have the meaning set forth therefor in Section 2.4.5.

“Report” shall have the meaning set forth therefor in Section 12.2.3.

“Reportable Event” means any event set forth in Section 4043(b) of ERISA.

“Representatives” shall have the meaning specified therefor in Section 14.11.1.

“Required Lenders” means, at any time when there are (A) two unaffiliated Lenders, (i) if the Revolving Commitments have not been terminated, Lenders then having one hundred percent (100%) of the sum of the aggregate unpaid principal amount of Aggregate Revolving Commitment then in effect plus the aggregate unpaid principal balance of the Term Loan then outstanding, or (ii) if the Revolving Commitments have been terminated, Lenders then having one hundred percent (100%) of the sum of the aggregate unpaid principal amount of Loans then outstanding plus outstanding Letter of Credit Obligations or (B) three unaffiliated Lenders, (i) if the Revolving Commitments have not been terminated, at least two of the Lenders then having more than fifty percent (50%) of the sum of the aggregate unpaid principal amount of Aggregate Revolving Commitment then in effect plus the aggregate unpaid principal balance of the Term Loan then outstanding or (ii) if the Revolving Commitments have been terminated, at least two of the Lenders then having more than fifty percent (50%) of the sum of the aggregate unpaid principal amount of Loans then outstanding plus outstanding Letter of Credit Obligations.

“Required Revolving Lenders” means, at any time (subject to Section 4.2), Lenders then having more than fifty percent (50%) of the Aggregate Revolving Commitments then in effect.

“Restrictive Agreement” means an agreement (other than a Loan Document) that conditions or restricts the right of the Borrowers, or any other Obligor to incur or repay Debt, to grant Liens on any assets, to declare or make Distributions, or to repay any intercompany Debt.

“Revolving Commitment” means, for any Revolving Lender, its obligation to (i) make Revolving Loans up to the maximum principal amount shown opposite such Revolving Lender’s name on Schedule 1.1(b), or as specified in the most recent Assignment and Acceptance to which it is a party, or (ii) to participate in Letter of Credit Obligations under Section 2.4.

“Revolving Commitment Maturity Date” means the date that is the earliest to occur of (i) the day that is five (5) Business Days before the Maturity Date, (ii) the date on which the Revolving Commitments (including any commitment to provide Letters of Credit hereunder) are terminated pursuant to Section 5.6, and (iii) the date on which the Revolving Commitments (including any commitment to provide Letters of Credit hereunder) are terminated pursuant to Section 11.2.

“Revolving Lenders” shall mean those Lenders having Revolving Commitments or which have made Revolving Loans.

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“Revolving Loan” means a loan made pursuant to Section 2.1.1.

“Revolving Loan Availability” means, as of any date of determination, the amount that the Borrowers are entitled to borrow as Revolving Loans hereunder (after giving effect to all then outstanding Obligations and all sublimits then applicable hereunder).

“Revolving Note” means the promissory note executed and delivered by the Borrowers, and substantially in the form of Exhibit H-1 attached hereto, to CIT in the amount of $6,000,000, which note evidences the Revolving Loan Commitment made by CIT.

“Royalty” or “Royalties” means, in any period, all royalties, fees, expense reimbursement and other amounts paid in cash by any Obligor under a License during such period.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

“Secured Hedging Agreement” means an Interest Rate Hedging Agreement under which any Lender or an Affiliate of any Lender is the counterparty and a Borrower is the obligor.

“Secured Parties” means each of the Agent, the Lenders, the L/C Issuer, any affiliate of Agent or any Lender that is a counterparty to a Secured Hedging Agreement, and the Indemnitees.

“Securities Account” means a securities account, as that term is defined in Article 8 of the UCC.

“Securities Account Control Agreement” means a three-party agreement, in form and substance reasonably satisfactory to the Agent, among the Agent, any Borrower or other applicable Obligor and the securities intermediary or other applicable Person which will maintain a Securities Account, (i) which provides the Agent with Control of such Securities Account and provides for the transfer of funds in a manner consistent with the provisions of this Agreement, and (ii) pursuant to which such securities intermediary or other applicable Person agrees that (x) all securities and other items received or deposited into such Securities Account are the property of the Agent, for the benefit of the Lenders, and (y) except as otherwise provided in the Securities Account Control Agreement, such bank has no lien upon, or right of set off against, the Securities Account and any securities and other items from time to time therein.

“Security Documents” means the Pledge Agreement, the Deposit Account Control Agreements, the Securities Account Control Agreement, all assignments of rents, and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

“Semi-Annual Period” means, beginning on the first day of each Fiscal Year, each period of six consecutive months thereafter.

“Senior Officer” means the president, chief executive officer, chief operating officer or chief financial officer of the Borrowers or, if the context requires, an Obligor.

“Software” means software, as such term is defined in Article 9 of the UCC.

“Solvent” means, as to any Person, such Person (i) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (ii) is able to pay all of its debts as they mature; (iii) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to

22 LOAN AND SECURITY AGREEMENT

engage; (iv) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code; and (v) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates. “Fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.

“Statutory Reserves” means the percentage (expressed as a decimal) established by the Board of Governors as the then stated maximum rate for all reserves (including those imposed by Regulation D of the Board of Governors, all basic, emergency, supplemental or other marginal reserve requirements, and any transitional adjustments or other scheduled changes in reserve requirements) applicable to any member bank of the Federal Reserve System in respect of eurocurrency liabilities (or any successor category of liabilities under Regulation D).

“Sublease” means the sublease agreement between XO Communications Services, Inc., as sublandlord, and Colo Properties, Inc., as subtenant, dated July 14, 2006, as assigned to Telx New York from Colo Properties Inc.

“Subsidiary” of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly owns or controls the shares of Stock having ordinary voting power to elect a majority of the board of directors (or appoint other comparable managers) of such corporation, partnership, limited liability company, or other entity.

“Supporting Obligation” means a supporting obligation, as such term is defined in Article 9 of the UCC.

“Taxes” means any taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges of whatever nature, including income, receipts, excise, property, sales, use, transfer, license, payroll, withholding, social security, franchise, intangibles, stamp or recording taxes imposed by any Governmental Authority, and all interest, penalties and similar liabilities relating thereto.

“Telx” means The tel^x Group, Inc., a Delaware corporation.

“Termination Date” means the date on which all of the following shall have occurred: (i) the full and indefeasible cash payment of all Obligations (other than indenmities and expense reimbursements which have not yet been identified), including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (ii) all Commitments have expired or been terminated; and (iii) all Letters of Credit and Secured Hedging Agreements shall have been terminated or fully secured by cash as described herein or therein to the reasonable satisfaction of Agent.

“Term Loan” means the Original Term Loan plus the Incremental Term Loan, plus the Increased Term Loan, if any.

“Term Loan Amount” means $37,480,611, plus the Increased Term Loan, if any.

“Term Loan Commitment” means, for any Term Loan Lender, its obligation to make a Term Loan up to the maximum principal amount shown opposite such Term Loan Lender’s name on Schedule 1.1(b), or as specified hereafter in the most recent Assignment and Acceptance to which it is a party.

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“Term Loan Lender” shall mean any Lender having a Term Loan Commitment or which has loaned a portion of the Term Loan.

“Term Loan Note” means the Original Term Loan Note and any promissory note to be executed by the Borrowers in favor of a Lender, upon request of such Lender, substantially in the form of Exhibit H-2 attached hereto, which shall evidence the portion of the Incremental Term Loan or Increased Term Loan made by such Lender.

“Trademarks” means trademarks, trade names, trademark applications, service marks, service mark applications, corporate names, logos, slogans, labels, web pages, URLs, domain names, trade dress and trade secrets and also includes (i) the trade names, trademarks, trademark applications, service marks, and service mark applications listed on Schedule 9.1.12 attached hereto and made a part hereof, and (ii) all renewals of any of the foregoing, (iii) all income, royalties, damages and payments now and hereafter due or payable under and with respect to any of the foregoing, including payments under all licenses entered into in connection with any of the foregoing and damages and payments for past or future infringements or dilutions of any of the foregoing, (iv) the right to sue for past, present and future infringements and dilutions of any of the foregoing, (v) the goodwill of each Obligor’s business symbolized by the foregoing or connected with any of the foregoing, and (v) all of each Obligor’s rights corresponding to any of the foregoing throughout the world.

“Trademark Security Agreement” means each Trademark Security Agreement among Obligors, or any of them, and Agent, for the benefit of the Secured Parties, in substantially the form of Exhibit I attached hereto, pursuant to which Obligors have granted to Agent, for the benefit of the Secured Parties, a security interest in all their respective Trademarks.

“Transferee” means any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

“TSCA” means the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), as amended.

“Type” means any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction.

“United States” means the United States of America.

“Upfront Fee” shall have the meaning specified therefor in Section 3.2.3.

“Upstream Payment” means a Distribution (i) by either Telx New York or 111 8th to Parent, (ii) from Parent to Holdings or (iii) from Holdings to Telx; provided that with respect to (ii) and (iii), only the following shall be considered to be “Upstream Payments”: (a) Distributions to pay any federal or state Taxes solely applicable to any Obligor, (b) Distributions made on the Original Closing Date in the amount of $25,715,173.50 by Parent to Holdings and then by Holdings to Telx, on the Funding Date in the amount of $15,000,000.00 (less the fees, costs and expenses required to be paid by the Borrowers to the Agent and the Lenders on the Funding Date in accordance with the Loan Documents) by Parent to Holdings and then by Holdings to Telx, and, if applicable, on the Increased Term Loan Effective Date in the amount of up to $5,000,000.00 (less the fees, costs and expenses required to be paid by the Borrowers to the Agent and the Lenders on the Increased Term Loan Effective Date in accordance with the Loan

24 LOAN AND SECURITY AGREEMENT

Documents) by Parent to Holdings and then by Holdings to Telx, (c) Distributions to the extent required to pay any amounts due pursuant to the Corporate Services Agreements, and (d) Distributions solely to the extent used by Telx to purchase the Equity Securities of Telx or any Equity Security Rights with respect to Telx from a former employee of Telx; provided however, that (x) such Equity Security or Equity Security Rights purchased by Telx shall constitute 100% of the Equity Securities and Equity Security Rights of Telx owned by such employee; (y) such employee’s employment with Telx has terminated on or before the time of such purchase; and (z) the aggregate amount of such Distributions made pursuant to this clause (d) do not exceed $500,000 in any Fiscal Year and $1,000,000 in the aggregate.

“URL” means “uniform resource locator”, an internet web address.

1.3. Accounting Terms. Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a consistent basis.

1.4. Other Terms Defined in New York Uniform Commercial Code. All other terms contained in this Agreement (and which are not otherwise specifically defined herein) shall have the meanings provided by the UCC to the extent the same are used or defined therein

1.5. Certain Matters of Construction. The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. Any pronoun used shall be deemed to cover all genders. In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.” The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision. Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document. “Knowledge” as used herein shall mean the actual knowledge of the Senior Officer or other employee of any Borrower (including any employee provided by any professional provider organization) with primary responsibility in respect of the matter in question after having made due inquiry concerning the matters in question. All references to (i) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (ii) any document, instrument or agreement include any amendments, restatements, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (iii) any section mean, unless the context otherwise requires, a section of this Agreement; (iv) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (v) any Person include successors and assigns; (vi) time of day means time of day at Agent’s notice address pursuant to Section 14.3.1; or (vii) discretion of Agent, L/C Issuer or any Lender means, unless otherwise specifically provided in this Agreement, the sole and absolute discretion of such Person. All calculations of funding of Loans and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time. No provision of any Loan Document shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision.

SECTION 2. CREDIT FACILITIES

2.1. Revolving Commitment.

2.1.1. Revolving Loans. Subject to the terms and conditions set forth in this Agreement, each Lender with a Revolving Commitment severally agrees to make revolving loans (each

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individually, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers from time to time on any Business Day during the period from the Closing Date to the Revolving Commitment Maturity Date in an amount not to exceed such Lender’s Pro Rata Share of an amount equal to the Maximum Revolver Amount less the Letter of Credit Obligations; notwithstanding the foregoing, no such Lender with a Revolving Commitment shall be required to make Revolving Loans in an aggregate amount in excess of such Lender’s Revolving Commitment plus such Lender’s Pro Rata Share of all then outstanding Letter of Credit Obligations.

2.1.2. Use of Proceeds of Revolving Loans. The proceeds of Revolving Loans shall be used by the Borrowers (i) to fund the Blocked Account pursuant to Section 2.4, (ii) for working capital purposes, (iii) to make a direct or indirect Distribution to Telx on the Original Closing Date, provided that the aggregate amount of Revolving Loans used to make such Distribution to Telx on the Original Closing Date will not exceed 50% of the Aggregate Revolving Loan Commitments, (iv) to finance other lawful corporate purposes of the Borrowers and any other Obligor, and (v) to make Distributions permitted under Section 10.2.3(b).

2.1.3. Termination of Revolving Commitments. The Revolving Commitments shall terminate on the Revolving Commitment Maturity Date.

2.1.4. Overadvances. If (i) the aggregate principal amount of the Loans outstanding at any time exceeds the Maximum Facility Amount, (ii) the aggregate principal amount of the Revolving Loans outstanding at any time exceeds the amount equal to the Maximum Revolver Amount less the Letter of Credit Obligations, or (iii) the aggregate principal amount of the Revolving Loans plus the aggregate outstanding Letter of Credit Obligations exceeds the Aggregate Revolving Commitments (each event in clause (i), (ii) and (iii) above, an “Overadvance”), the excess amount shall be immediately due and payable by the Borrowers without demand, notice or presentment and such amount shall be applied to prepay and reduce the outstanding Revolving Loans and, in the case of outstanding Letter of Credit Obligations, cash collateralize such Letter of Credit Obligations in accordance with Section 2.4, and eliminate such Overadvance. If the Agent becomes aware of an Overadvance prior to the Borrowers’ return payment of such excess amount, it shall provide notice of such Overadvance to the Borrowers and such amount shall be immediately due and payable by the Borrowers upon receipt of such notice; provided, however, that in no event shall the Agent incur any liability for failure to so notify the Borrowers of any Overadvance.

2.1.5. Protective Advances.

(a) Agent shall be authorized, in its discretion, at any time that a Default or Event of Default exists or any conditions in Section 6 are not satisfied, and without regard to the aggregate Commitments, to make advances (“Protective Advances”) up to an aggregate amount of $500,000 outstanding at any time, if Agent deems such Protective Advances necessary or desirable (i) to preserve or protect any Collateral, or to enhance the collectibility or repayment of Obligations, or (ii) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses. All Protective Advances shall be Obligations, secured by the Collateral, and shall be treated for all purposes as Extraordinary Expenses. Each Lender shall participate in each Protective Advance in accordance with its Pro Rata Share. Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive. No Protective Advance shall be eligible to be a LIBOR Loan, and the Protective Advances shall bear interest at the rate applicable from time to time to Loans that are Base Rate Loans. In no event shall the Borrowers or any Obligor be deemed to be a beneficiary of this Section nor authorized to enforce any of its terms.

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2.2. Term Commitment.

2.2.1. Term Loan.

(a) Original Term Loan. The Original Term Loan Lender (severally and not jointly) funded its Original Term Loan on the Original Closing Date, as evidenced by the Original Term Loan Note. The Original Term Loan Lender shall have no obligation to readvance any amounts repaid in respect to the Original Term Loan.

(b) Incremental Term Loan. Subject to the terms and conditions set forth in this Agreement, each Lender with a Term Loan Commitment which was not funded on the Original Closing Date severally agrees to make an Incremental Term Loan to the Borrowers on the Funding Date, in an amount equal to such Lender’s Term Loan Commitments. The aggregate principal amount of the Incremental Term Loan shall not exceed the Incremental Term Loan Amount.

2.2.2. Use of Proceeds. With respect to the Original Term Loan, the proceeds thereof shall be used (i) to make a direct or indirect Distribution to Telx on the Original Closing Date; (ii) pay fees and expenses in accordance with the Loan Documents; and (iii) to finance other lawful corporate purposes of the Borrowers. With respect to the Incremental Term Loan to be funded pursuant to Section 2.2.1(b), the proceeds thereof shall be used (i) to make an Upstream Payment to Telx (but not as a return of capital to the owners of the Equity Interests of Telx); (ii) to pay fees and expenses in accordance with the Loan Documents; and (iii) to finance other lawful corporate purposes of the Borrowers.

2.2.3. Termination of Term Commitments. Each Term Loan Lender’s Term Loan Commitment shall terminate after such Lender has funded its Pro Rata Share of the Term Loan in accordance with this Agreement.

2.3. Increased Term Loan.

(a) Within fifteen (15) days after the Closing Date, the Borrowers may, on a one-time basis mad by written notice to the Agent, request an increase of the Term Loan in an aggregate total amount not to exceed $5,000,000 (“Increased Term Loan Commitment”) and the Agent shall inform the Lenders of such request.

(b) Upon receipt of such notice, the Agent shall give each Lender the opportunity to offer a commitment to provide its Pro Rata Share of the requested Increased Term Loan Commitment by giving written notice of such offered commitment to the Agent and the Borrowers within a time period of not less than ten (10) nor more than twenty (20) Business Days following the date on which the Borrowers has provided all information reasonably deemed necessary by each Lender to evaluate such request (the “Offer Period”); provided, however, that no existing Lender will be obligated to subscribe for any portion of the Increased Term Loan Commitment. Any Lender which does not respond within the Offer Period, pursuant to the preceding sentence, shall be deemed to have declined to participate in the Increased Term Loan Commitment. In the event that at the expiration of the Offer Period Lenders shall have provided commitments in an aggregate amount less than the total amount of the Increased Term Loan Commitment initially requested by the Borrowers, the other Lenders shall for a period not less than five (5) Business Days be offered the right to provide any remaining commitment to the Borrowers. If the foregoing does not result in all of the requested Increased Term Loan Commitment being made available to the Borrowers by the Lenders, the Borrowers may request that Increased Term Loan Commitment be made in a lesser amount equal to such commitments and/or shall have the right to request that, for a period of not less than ninety (90) days, the Agent seek to arrange for one or more other Persons that are Eligible Assignees to extend commitments to provide all of such remaining portion of the Increased Term Loan Commitment in an aggregate amount equal to the unsubscribed amount of the initial request; provided that each Increased Term Loan Lender (as defined below) which is not already a Lender shall be

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subject to the approval of the Agent (such consent not to be unreasonably withheld or delayed); and provided further, that the Increased Term Loan Lenders (as defined below) shall be offered the opportunity to participate in or provide the Increased Term Loan Commitment only on terms previously offered to the existing Lenders pursuant to the immediately preceding sentence; and provided further, that if the terms and conditions governing the Increased Term Loan Commitment vary from the terms and conditions under this Agreement, such terms and conditions shall be subject to the consent of the non-increasing Lenders and Borrowers. Any Lender or other financial institutions which provides commitments for an Increased Term Loan Commitment shall be called an “Increased Term Loan Lender”.

(c) If the Term Loan is increased in accordance with this Section 2.3(c), the Agent and the Borrowers shall determine the effective date (the “Increased Term Loan Effective Date”). The Agent shall promptly notify the Borrowers and the applicable Lenders of the final allocation of such increase and the Increased Term Loan Effective Date. As of the Increased Term Loan Effective Date, the amortization schedule for the Term Loan set forth in Section 5.3 shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the Increased Term Loan being made on such date. Such amendment may be signed by the Agent on behalf of the Lenders.

(d) Such Increased Term Loan shall become effective provided that (i) at the time of the request for the Increased Term Loan Commitment and as of the Increased Term Loan Effective Date, no Event of Default nor fact or circumstance which, with the passing of time or giving of notice, would become an Event of Default, shall exist before or after giving effect to such Increased Term Loan; (ii) each of the applicable conditions set forth in Section 6.2, together with such other conditions as the Increased Term Loan Lender may require, shall be satisfied; (iii) the Borrowers shall be in pro forma compliance with each of the covenants set forth in Section 10 as of the last day of the most recently ended Fiscal Quarter after giving effect to such Increased Term Loan Commitments and the adjustments to such covenants contemplated by clause (vii) below; (iv) Borrowers shall have paid an arrangement fee to the Agent with respect to such Increased Term Loan Commitments to be mutually agreed in writing between Borrowers and the Agent; (v) Borrowers shall deliver or cause to be delivered to each Increased Term Loan Lender that so requests an executed promissory Note in the amount of each Lender’s portion of the Increased Term Loan Commitment; (vi) Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent and/or any Increased Term Loan Lender in connection with any such transaction; and (vii) the financial covenants in Section 10.3 are adjusted on terms and conditions acceptable to the Agent and the Borrowers, to take into account the Increased Term Loan, if any, as related to the amount of the Term Loan outstanding prior to the Increased Term Loan Effective Date.

(e) On any date on which any Increased Term Loan Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Increased Term Loan Lender shall make available its portion of the Increased Term Loan to the Borrowers in an amount equal to its Increased Term Loan Commitment, and (ii) each Increased Term Loan Lender shall become a Lender hereunder with respect to the Increased Term Loan Commitment and the Increased Term Loans made pursuant thereto, in addition to any rights and obligations it may theretofore have as a Lender hereunder.

2.4. Letters of Credit.

2.4.1. Issuance. Subject to the terms and conditions set forth herein, the Agent and the Revolving Lenders agree to incur, from time to time prior to the Revolving Commitment Maturity Date, upon the request of the Borrowers and for the account of the Borrowers, Letter of Credit Obligations by causing Letters of Credit to be issued by a L/C Issuer for any Borrower’s account. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any

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form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, the L/C Issuer which is also a Revolving Lender relating to such Letter of Credit, the terms and conditions of this Agreement shall govern.

The Agent in its discretion may (if required by a prospective L/C Issuer which is not a Lender or Agent), on behalf of the Revolving Lenders, guarantee the reimbursement obligation created with respect to such Letter of Credit pursuant to a guaranty or other agreement in form and substance acceptable to the Agent (each a “L/C Guaranty”).

2.4.2. L/C Request; Certain Conditions. To request the issuance of a Letter of Credit, the Borrowers shall deliver to Agent and the L/C Issuer, at least seven (7) Business Days in advance of the requested date of issuance, an L/C Request, accompanied by a duly completed and executed letter of credit application in the L/C Issuer’s standard form for such Letter of Credit (such form to be reasonably satisfactory to the Agent). Such Letter of Credit shall be issued only if (and upon issuance, the Borrowers shall be deemed to represent and warrant that), after giving effect to such issuance, (i) the conditions precedent to a Credit Extension set forth in Section 6, including, without limitation, Section 6.3 thereof) have been met (as evidenced by the representations in the L/C Request issued to Agent by the Borrowers), (ii) the L/C Obligations shall not exceed the L/C Sublimit, (ii) no Letter of Credit shall have a face amount in excess of $500,000, and (iii) the sum of the aggregate outstanding unpaid principal balance of the Revolving Loans plus the aggregate outstanding Letter of Credit Obligations shall not exceed the Maximum Revolver Amount.

2.4.3. Expiration Date. Each Letter of Credit shall expire on a date that is a Business Day and that is not later than one (1) year following the date of issuance thereof, unless otherwise determined by the Agent in its sole discretion (including with respect to customary evergreen provisions), and each Letter of Credit shall expire no later than five (5) Business Days prior to the Maturity Date, unless otherwise approved by the Agent and the Required Revolving Lenders.

2.4.4. Fees and Expenses. The Borrowers jointly and severally agree to pay to the Agent, quarterly in arrears (payable on the first day of each Fiscal Quarter for the previous Fiscal Quarter), as compensation to the Revolving Lenders, a Letter of Credit fee which shall accrue at a per annum rate equal to the average daily face amount of each outstanding Letter of Credit during such period times a per annum rate equal to the Applicable Margin applicable to LIBOR Loans then in effect during such period, and plus any usual and customary fees for the issuance of such Letters of Credit.

2.4.5. Reimbursement.

(a) Upon receipt by the Borrowers of notice from the Agent or L/C Issuer of any L/C Disbursement or payment under the L/C Guaranty, the Borrowers shall immediately (but in any event on the same day as receipt of such notice): (x) reimburse the L/C Issuer for the full amount of any L/C Disbursement which has not been repaid to the L/C Issuer, (y) reimburse the Agent for any payment made under the L/C Guaranty and (z) reimburse the Agent and L/C issuer for any taxes, fees, charges, or other costs or expenses incurred by the L/C Issuer and/or the Agent in connection therewith (such amounts due under clauses (x), (y) and (z) above being the “Reimbursement Amounts”). Each payment of a Reimbursement Amount shall be made in Dollars and in immediately available funds. Interest shall be payable on any and all amounts remaining unpaid by the Borrowers under this Section 2.3 from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) until payment in full at the interest rate set forth in Section 3.1 applicable to Base Rate Loans.

(b) If a Reimbursement Amount is not immediately paid by the Borrowers, such Reimbursement Amount shall immediately and automatically be deemed to be a Borrowing in respect of

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the Revolving Loans hereunder, and, thereafter, shall bear interest at the Default Rate then applicable to Base Rate Loans until paid in full by the Borrowers regardless of whether any Event of Default has occurred and is continuing and notwithstanding the Borrowers’ failure to satisfy conditions precedent set forth in Section 6 and each Revolving Lender shall be obligated to fund its Pro Rata Share (based on the amount of its respective Revolving Commitment) of any such Borrowing. If it shall be illegal or unlawful for the Borrowers to incur Revolving Loans or for any Revolving Lenders to fund such Borrowing as contemplated by the immediately preceding sentence (whether by reason of the occurrence of an Event of Default under paragraph (j) of Section 11.1 hereof or otherwise) then the L/C Issuer or the Agent, as the case may be, shall be paid such Reimbursement Amounts and in immediately available funds directly by the Revolving Lenders by way of the funding of their respective participations as set forth in Section 2.4.6 below.

2.4.6. Participations; Purchase of Participations. Immediately upon issuance of any Letter of Credit in accordance with this Section 2.4, each Revolving Lender hereby irrevocably and unconditionally purchases and receives without recourse or warranty, an undivided interest and risk participation equal to such Revolving Lender’s Pro Rata Share (based on the amount of its respective Revolving Commitment) of the face amount of such Letter of Credit and corresponding L/C Guaranty which is issued from time to time and the corresponding Reimbursement Amount (including all obligations of the Borrowers with respect thereto, and any security therefor or guaranty pertaining thereto). If it shall be illegal, or unlawful for the Borrowers to incur Revolving Loans or for any Revolving Lenders to fund such Revolving Loans as contemplated by Section 2.4.5 above, then each Revolving Lender shall immediately fund its participation in all Reimbursement Amounts which are then outstanding by paying to the Agent in immediately available funds its Pro Rata Share (based on the amount of its respective Revolving Commitment) of any such Reimbursement Amount.

2.4.7. Sharing of Reimbursement Amount Payments. Whenever the Agent receives a payment from the Borrowers on account of a Reimbursement Amount or related Borrowing as to which the Agent has previously received payment from a Revolving Lender the amount of the Borrowing or participation required to be paid by such Revolving Lender pursuant to Section 2.4.5(b) or Section 2.4.6 above, the Agent shall promptly pay to such Revolving Lender such Revolving Lender’s Pro Rata Share (based on the amount of its respective Revolving Commitment) of such payment from the Borrowers in Dollars. Each such payment shall be made by the Agent on the Business Day on which the Agent receives immediately available funds paid to such Person pursuant to the immediately preceding sentence, if received prior to 2:00 p.m. (New York City time) on such Business Day and otherwise on the next succeeding Business Day.

2.4.8. Documentation. Upon the request of any Revolving Lender, the Agent shall furnish to such Revolving Lender copies of any Letter of Credit, L/C Guaranty, reimbursement agreements executed in connection therewith, applications for any Letter of Credit, and such other documentation as may reasonably be requested by such Revolving Lender.

2.4.9. Obligations Irrevocable. The obligations of each Revolving Lender to make payments to the L/C Issuer or the Agent under this Section 2.4 and the obligations of the Borrowers to make payments to the Agent and/or the L/C Issuer, for their own accounts or for the account of the Revolving Lenders, shall be irrevocable and unconditional, not subject to any qualification or exception whatsoever, including any of the following circumstances:

(i) any lack of validity or enforceability of this Agreement or any of the other Loan Documents;

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(ii) the existence of any claim, setoff, defense or other right which the Borrowers or any other Person may have at any time against a beneficiary named in a Letter of Credit or any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), any Revolving Lender, the Agent, the L/C Issuer, or any other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transactions between Borrowers or any other Person and the beneficiary named in any Letter of Credit);

(iii) any draft, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect;

(iv) the surrender or impairment of any security for performance or observance of any of the terms of any of the Loan Documents;

(v) the occurrence of any Default or Event of Default; or

(vi) the failure of the Borrowers to satisfy the applicable conditions precedent set forth in Section 6.

2.4.10. Recovery or Avoidance of Payments. In the event any payment by or on behalf of the Borrowers (including, without limitation, those received by the Agent and distributed by the Agent to the Revolving Lenders on account of their respective participations therein) is thereafter set aside, avoided or recovered from the Agent or any other direct or indirect recipient thereof in connection with any receivership, liquidation or bankruptcy proceeding or otherwise, the Revolving Lenders shall, upon demand by the Agent, pay to the Agent their respective Pro Rata Shares (based on the amounts of their respective Revolving Commitments) of such amount set aside, avoided or recovered, together with interest at the rate required to be paid by the Agent upon the amount required to be repaid by it.

2.4.11. Indemnification; Nature of Revolving Lenders’ Duties.

(a) In addition to amounts payable as elsewhere provided in this Agreement, the Borrowers hereby agree to pay and to protect, indemnify, and save the L/C Issuer, the Agent and the Revolving Lenders harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and reasonable allocated costs of internal counsel) that the L/C Issuer, the Agent or the Revolving Lenders or their Affiliates may incur or be subject to as a consequence, direct or indirect, of the (i) issuance of, or the honoring of any demand for payment under, any Letter of Credit or any L/C Guaranty, or (ii) the failure of the L/C Issuer, the Agent or any Revolving Lender to honor a demand for payment under any Letter of Credit or any L/C Guaranty as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING CAUSED OR RESULTING FROM THE NEGLIGENCE OF SUCH PERSON, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of the L/C Issuer, the Agent or such Revolving Lender (as determined in a final, non-appealable decision by a court of competent jurisdiction).

(b) As between the L/C Issuer, the Agent and the Revolving Lenders, on the one hand, and the Borrowers, on the other hand, the Borrowers assume all risks of the acts and omissions of, or misuse of any Letter of Credit by the beneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, none of the L/C Issuer, the Agent or any

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of the Revolving Lenders shall be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency 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 the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or any L/C Guaranty or of the proceeds thereof; (vii) the credit of the proceeds of any drawing under any Letter of Credit or guaranty thereof; and (viii) any consequences arising from causes beyond the control of the L/C Issuer, the Agent and the Revolving Lenders; provided, however, that, in the case of any payment under any Letter of Credit, the L/C Issuer, shall be liable to the extent (and only to the extent) that such payment was made solely as a result of the L/C Issuer’s gross negligence or willful misconduct (as determined in a final, non-appealable decision by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or such L/C Guaranty complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or such L/C Guaranty. None of the above shall affect, impair, or prevent the vesting of L/C Issuer’s, the Agent’s or any Revolving Lender’s rights or powers hereunder.

(c) Nothing contained herein shall be deemed to limit or to expand any waivers, covenants or indemnities made by the Borrowers in favor of any L/C Issuer, Agent or Lenders in any letter of credit application, reimbursement agreement or similar document, instrument or other agreement of the Borrowers.

(d) The Revolving Lenders agree to indemnify the L/C Issuer and the Agent (to the extent not reimbursed by the Borrowers and without limiting the obligations of the Borrowers hereunder) ratably in accordance with their respective Pro Rata Shares (based on the amounts of their respective Revolving Commitments), for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses. (including attorneys’ fees) or disbursements of any kind and nature whatsoever that may be imposed on, incurred by or asserted against the L/C Issuer and/or the Agent in any way relating to or arising out of any Letter of Credit, L/C Guaranty or the transactions contemplated thereby or any action taken or omitted by the L/C Issuer and/or the Agent under any Letter of Credit, L/C Guaranty or any Loan Document in connection therewith, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ANY OF THE FOREGOING CAUSED OR RESULTING FROM THE NEGLIGENCE OF SUCH PERSON; provided, however, that no Revolving Lender shall be liable for any of the foregoing to the extent it arises from the gross negligence or willful misconduct of the Person to be indemnified (as determined in a final, non-appealable decision by a court of by a court of competent jurisdiction). Without limitation of the foregoing, each Revolving Lender agrees to reimburse the L/C Issuer and the Agent promptly upon demand for its Pro Rata Share (based on the amount of its respective Revolving Commitment) of any costs or expenses payable by the Borrowers to the L/C Issuer and the Agent, to the extent that the L/C Issuer and the Agent are not promptly reimbursed for such costs and expenses by the Borrowers.

(e) The agreements contained in this Section 2.4.11 shall survive the occurrence of the Termination Date.

2.4.12. Disbursement Procedures. The L/C Issuer shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under each Letter of Credit.

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The L/C Issuer shall promptly notify the Agent and the Borrowers by telephone (confirmed by telecopy) of such demand for payment and whether the L/C Issuer has made or will make an L/C Disbursement thereunder; provided, however, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse the L/C Issuer, the Agent and the Revolving Lenders with respect to any such L/C Disbursement.

2.4.13. Replacement of the L/C Issuer. The L/C Issuer may be replaced at any time by written agreement among the Borrowers, the Agent, and the successor L/C Issuer. The Agent shall notify the Revolving Lenders of any such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced L/C Issuer. From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have all the rights and obligations of the L/C Issuer under this Agreement with respect to any Letter of Credit to be issued thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to refer to such successor or to any previous L/C Issuer, or to such successor and all previous L/C Issuers, as the context shall require. After the replacement of an L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a L/C Issuer under this Agreement with respect to any Letter of Credit issued by it prior to such replacement.

2.4.14. Cash Collateral. If, notwithstanding the provisions of Section 2.4.3, any Letter of Credit or L/C Guaranty is outstanding upon the Revolving Commitment Maturity Date, then upon such date, the Borrowers shall deposit with the Agent (or with a bank designated by Agent), for the ratable benefit of the Agent and the Revolving Lenders, with respect to each Letter of Credit or L/C Guaranty then outstanding cash or Cash Equivalents acceptable to the Agent in its sole discretion in an amount equal to one hundred five percent (105%) of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding. The Borrowers hereby grant to the Agent for the benefit of the Agent and the Revolving Lender a security interest in all such cash and Cash Equivalents delivered to the Agent from time to time, and all proceeds thereof, as collateral security for the payment and performance of all amounts and obligations due in respect of the L/C Obligations and other Obligations, whether or not then due. Such deposit of cash shall be held by the Agent or on behalf of Agent under its sole dominion and Control, including the exclusive right of withdrawal, for the ratable benefit of the Agent and the Revolving Lenders as security for, and to provide for the payment of, the aggregate undrawn amount of such Letters of Credit or such L/C Guaranty remaining outstanding and any L/C Obligations with respect thereto. Neither the Borrowers nor any Person claiming on behalf of or through the Borrowers shall have any right to withdraw any of the cash collateral or Cash Equivalents held by the Agent, except upon termination of all Letters of Credit and termination and satisfaction in full of all L/C Obligations and the indefeasible payment in full in cash of all amounts payable by the Borrowers to the Agent and the Revolving Lenders in respect thereof.

2.5. Blocked Account.

2.5.1. Funding of the Blocked Account. On the Original Closing Date, the Borrowers established a deposit account (the “Blocked Account”) at Citibank, N.A. under the Control of the Agent, for the benefit of the Secured Parties, into which the Borrowers deposited an amount equal to $3,000,000 (the “Blocked Funds”). The Blocked Funds shall be used solely for the purpose of making lease payments due with respect to the 60 Hudson Leases and the 111 8th Avenue Lease.

2.5.2. Disbursements from the Blocked Account.

(a) Pursuant to the terms of the Blocked Account Agreement, the Bank (as defined in the Blocked Account Agreement) shall, on a monthly basis, disburse the Blocked Funds in an amount (the “Monthly Lease Payment Amount”) equal to the base rent lease payments due with respect to the 60

33 LOAN AND SECURITY AGREEMENT

Hudson Leases and 111 8th Avenue Lease for the applicable month to the landlord under the 60 Hudson Lease and the landlord under the 111 8th Avenue Lease, as applicable.

(b) Upon receipt by the Bank from either Telx New York or 111 8th of a notice of the monthly variable payment amount (the “Monthly Variable Payment Amount”) with respect to the 60 Hudson Leases or 111 8th Avenue Lease for the applicable month, the Bank shall, in accordance with the Blocked Account Agreement, release from the Blocked Funds an amount equal to such amount to the 60 Hudson Landlord and 111 8th Avenue Landlord, as applicable.

(c) Pursuant to the terms of the Blocked Account Agreement, the Bank shall, upon the release of any Monthly Lease Payment Amount or Monthly Variable Payment Amount, withdraw from the deposit account of the applicable Borrower, an amount equal to such released Monthly Lease Payment Amount or Monthly Variable Payment Amount. In the event there are insufficient funds in the applicable Borrower’s deposit account to allow for the withdrawal of funds equal to the released Monthly Lease Payment Amount or Monthly Variable Rent Amount, as the case may be, the Bank shall deliver a notice of such shortfall to the Agent in accordance with the Blocked Account Agreement, which notice shall be deemed to be a Notice of Borrowing for Base Rate Loans in an amount equal to such deficiency, which Borrowing shall be funded directly into the Blocked Account by the Revolving Lenders, subject to the terms and conditions set forth herein.

2.5.3. Interest on Blocked Funds. All interest earned on the Blocked Funds will accrue for the benefit of the Borrowers and shall be paid to the Borrowers on a quarterly basis, provided however, that no payment of interest on the Blocked Funds shall be made to the Borrowers to the extent that such payment would cause the amount of Blocked Funds to be less than $3,000,000 or when an Event of Default has occurred and is continuing.

2.5.4. Disposition of Blocked Funds on the Termination Date. On the Termination Date, the Blocked Funds shall be disbursed pursuant to the terms of the Blocked Account Agreement.

2.5.5. Notices. The Agent shall not deliver a Disposition Notice (as defined in the Blocked Account Agreement) to the Bank unless an Event of Default has occurred and is continuing. No Borrower shall provide any notice for a disbursement of Blocked Funds to the Bank other than as explicitly provided in the Blocked Account Agreement.

SECTION 3. INTEREST, FEES AND CHARGES

3.1. Interest.

3.1.1. Rates and Payment of Interest.

(a) The Obligations shall bear interest (i) if a Base Rate Loan, at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin for LIBOR Loans; and (iii) if any other Obligation (including, without limitation, a Protective Advance), at the Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans, provided that if at any time that any Obligations in respect of a Protective Advance are outstanding and other Obligations are bearing interest at the Default Rate, such Obligations in respect of such Protective Advance shall also bear interest at the Default Rate. Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or

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payable, until paid by the Borrowers. If a Loan is repaid on the same day that it is made, one day’s interest shall accrue.

(b) During an Insolvency Proceeding with respect to any Obligor, or during any other Event of Default if the Agent or the Required Lenders in their discretion so elect, Obligations that are due and unpaid shall bear interest at the Default Rate. The Borrowers acknowledge that the cost and expense to Agent and each Lender due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for such added cost and expense.

(c) Interest accrued on the Loans shall be due and payable in arrears, (i) for any Base Rate Loan, on the first day of each month for the immediately preceding month; (ii) for any LIBOR Loan having an Interest Period of three months or less, on the last day of its Interest Period; (iii) for any LIBOR Loan having an Interest Period of six months or more, on the day that is three months after the first day of such Interest Period, on every three-month anniversary of the first day of such Interest Period thereafter, and on the last day of such Interest Period; (iv) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (v) on the Commitment Termination Date. Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand. Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand.

3.1.2. Application of LIBOR to Outstanding Loans.

(a) The Borrowers may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans, in an amount of at least $1,000,000 and integral multiple of $500,000 in excess thereof, to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan. During any Event of Default, Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.

(b) Whenever the Borrowers desire to convert or continue Loans as LIBOR Loans, the Borrowers shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. (New York City time) at least two Business Days before the requested conversion or continuation date. Promptly after receiving any such notice, Agent shall notify each Lender thereof. Each Notice of Conversion/Continuation shall be irrevocable, and shall specify the aggregate principal amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be one month if not specified). If, upon the expiration of any Interest Period in respect of any LIBOR Loans, the Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans.

3.1.3. Interest Periods. In connection with the making, conversion or continuation of any LIBOR Loans, the Borrowers shall select an Interest Period in accordance with the provisions of this Agreement.

3.1.4. Interest Rate Not Ascertainable. If the Agent shall determine that on any date for determining LIBOR, due to any circumstance affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided herein, then the Agent shall immediately notify the Borrowers of such determination. Until the Agent notifies the Borrowers that such circumstance no longer exists, the obligation of the Lenders to make LIBOR Loans shall be suspended, and no further Loans may be converted into or continued as LIBOR Loans.

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3.2. Fees.

3.2.1. Unused Revolving Commitment Fee. The Borrowers shall pay to Agent, for the pro rata benefit of the Lenders, a fee equal to 0.50% per annum times the amount by which the Aggregate Revolving Commitments exceed the sum of the average daily balance of the Revolving Loans outstanding during any Fiscal Quarter plus the face amount of any outstanding Letters of Credit. Such fee shall be payable in arrears, on the first day of each Fiscal Quarter for the immediately preceding Fiscal Quarter, beginning with the Fiscal Quarter ending December 31, 2007 and on the Commitment Termination Date.

3.2.2. Administrative Management Fee. The Borrowers jointly and severally agree to pay to the Agent, for its own account, an administrative management fee as set forth below:

(a) if on the date such fee is due, there are less than three Lenders:

Administrative Management Fee Amount	Payment Date
$    35,000	Funding Date
$    35,000	One year anniversary of the Closing Date
$    35,000	Two year anniversary of the Closing Date

(b) if on the date such fee is due, there are three or more Lenders:

Administrative Management Fee Amount	Payment Date
$    50,000	Funding Date
$    50,000	One year anniversary of the Closing Date
$    50,000	Two year anniversary of the Closing Date

3.2.3. Upfront Fee. The Borrowers shall pay to the Agent and the Incremental Term Loan Lender, for their own accounts, an upfront fee (the “Upfront Fee”) in the amount specified in the Fee Letters, payable on the Funding Date.

3.2.4. Letter of Credit Fees. The Borrowers shall pay to Agent all fees in respect of Letters of Credit that are set forth in Section 2.4.4.

3.2.5. Fees Fully Earned. All fees shall be fully earned when due and once paid shall be non-refundable.

3.3. Computation of Interest, Fees, Yield Protection; Retroactive Adjustment of Applicable Margin.

3.3.1. All interest, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 360 days, except that, with respect to the Base Rate Loans, interest shall be computed for the actual days elapsed, based on a year of 365/366 days, as applicable. Each determination by the Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error. All fees shall be fully earned when due and shall not be subject to rebate or refund, nor subject to proration except as specifically provided herein. All fees payable under Section 3.2 are compensation for services and are not, and shall not be

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deemed to be, interest or any other charge for the use, forbearance or detention of money. A certificate as to any amounts payable by the Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.11, submitted to the Borrowers by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error.

3.3.2. If, as a result of any restatement of or other adjustment to the financial statements of the Borrowers or any related Compliance Certificate delivered pursuant to Section 10.1.2 or for any other reason, including in connection with the discovery of any inaccuracy with respect to any such financial statements or Compliance Certificate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), the Borrowers, Agent, or the Lenders determine that (i) the Funded Debt to Consolidated EBITDA Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Funded Debt to Consolidated EBITDA Leverage Ratio would have resulted in higher interest, fees or other pricing for such period, the Borrowers (A) shall immediately and retroactively be obligated to pay to the Agent for the account of the applicable Lenders an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period (the “Higher Corrective Amount”), (B) shall immediately pay to Agent (and, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrowers under the Bankruptcy Code of the United States, automatically and without further action by the Agent, any Lender or the L/C Issuer), the Higher Corrective Amount, and (C) shall immediately deliver to Agent a correct Compliance Certificate for such period. This paragraph shall not limit the rights of the Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.4, 3.1, or 3.2.4 or under Section 11. The Borrowers’ obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

3.3.3. If, as a result of any restatement of or other adjustment to the financial statements of the Borrowers or any related Compliance Certificate delivered pursuant to Section 10.1.2 or for any other reason, including in connection with the discovery of any inaccuracy with respect to any such financial statements or Compliance Certificate (regardless of whether this Agreement or the Commitments are in effect when such inaccuracy is discovered), the Borrowers, Agent, or the Lenders determine that (i) the Funded Debt to Consolidated EBITDA Leverage Ratio as calculated by the Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Funded Debt to Consolidated EBITDA Leverage Ratio would have resulted in lower interest, fees or other pricing for such period, (A) the Agent and the Lenders shall immediately and retroactively be obligated to pay to the Borrowers an amount equal to the excess of the amount of interest and fees that have been paid for such period over the amount of interest and fees that should have been paid for such period (the “Lower Corrective Amount”), (B) the Agent and the Lenders shall immediately pay to Borrowers, the Lower Corrective Amount, and (C) Borrowers shall immediately deliver to Agent a correct Compliance Certificate for such period. Notwithstanding the foregoing, no reimbursement shall be made to the Borrowers under this Section 3.3.3 during the existence of any Default or Event of Default. This paragraph shall not limit the rights of the Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.4, 3.1, or 3.2.4 or under Section 11.

3.4. Reimbursement Obligations. The Borrowers shall reimburse Agent for all Extraordinary Expenses. The Borrowers shall also reimburse Agent for all reasonable out-of-pocket legal, accounting, appraisal, consulting (for consultants disclosed to the Borrowers by the Agent), and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) each inspection, audit or appraisal with respect to any

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Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All amounts reimbursable by the Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable within five Business Days following demand therefor. Notwithstanding anything to the contrary in this Agreement, the Borrowers shall not be required to pay more than $50,000 in syndication expenses with respect to the Loans.

3.5. Illegality. Notwithstanding anything to the contrary herein, if (a) any change in any law or interpretation thereof by any Governmental Authority makes it unlawful for a Lender to make or maintain a LIBOR Loan or to maintain any Commitment with respect to LIBOR Loans or (b) a Lender determines that the making or continuance of a LIBOR Loan has become impracticable as a result of a circumstance that adversely affects the London interbank market or the position of such Lender in such market, then such Lender shall give notice thereof to the Agent and the Borrowers and may (i) declare that LIBOR Loans will not thereafter be made by such Lender, whereupon any request for a LIBOR Loan from such Lender shall be deemed to be a request for a Base Rate Loan unless such Lender’s declaration has been withdrawn (and it shall be withdrawn promptly upon cessation of the circumstances described in clause (a) or (b) above, as applicable); and/or (ii) require that all outstanding LIBOR Loans made by such Lender be converted to Base Rate Loans immediately, in which event all outstanding LIBOR Loans of such Lender shall be immediately converted to Base Rate Loans.

3.6. Increased Costs. If, by reason of (a) the introduction of or any change (including any change by way of imposition or increase of Statutory Reserves or other reserve requirements) in any Applicable Law or interpretation thereof, or (b) the compliance with any guideline or request from any Governmental Authority or other Person exercising control over banks or financial institutions generally (whether or not having the force of law):

(i) a Lender shall be subject to any Tax with respect to any LIBOR Loan or its obligation to make LIBOR Loans, or a change shall result in the basis of taxation of any payment to a Lender with respect to its LIBOR Loans or its obligation to make LIBOR Loans (except for Excluded Taxes); or

(ii) any reserve (including any reserve imposed by the Board of Governors), special deposits or similar requirement against assets of, deposits with or for the account of, or credit extended by, a Lender shall be imposed or deemed applicable, or any other condition affecting a Lender’s LIBOR Loans or obligation to make LIBOR Loans shall be imposed on such Lender or the London interbank market;

and as a result there shall be an increase in the cost to such Lender of agreeing to make or making, funding or maintaining LIBOR Loans (except to the extent already included in determination of LIBOR), or there shall be a reduction in the amount receivable by such Lender, then the Lender shall promptly notify the Borrowers and the Agent of such event, and the Borrowers shall, within five Business Days following demand therefor, pay such Lender the amount of such increased costs or reduced amounts, except to the extent that such amounts are indemnified pursuant to Section 5.11. A Lender’s demand for payment shall set forth the nature of the occurrence giving rise to such compensation and a calculation of the amount to be paid; provided, however, that any such calculation shall be final, conclusive and binding for all purposes absent manifest error.

If a Lender determines that, because of circumstances described above or any other circumstances arising hereafter affecting such Lender, the London interbank market or the Lender’s position in such market, LIBOR or its Applicable Margin, as applicable, will not adequately and fairly reflect the cost to such Lender of funding LIBOR Loans, then (A) the Lender shall promptly notify the Borrowers and the Agent of such event; (B) such Lender’s obligation to make LIBOR Loans shall be immediately

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suspended, until each condition giving rise to such suspension no longer exists; and (C) such Lender shall make a Base Rate Loan as part of any requested Borrowing of LIBOR Loans, which Base Rate Loan shall, for all purposes, be considered part of such Borrowing.

3.7. Capital Adequacy. If a Lender or L/C Issuer determines that any introduction of or any change in a Capital Adequacy Regulation, any change in the interpretation or administration of a Capital Adequacy Regulation by a Governmental Authority charged with interpretation or administration thereof, or any compliance by such Lender or L/C Issuer or any Person controlling such Lender or L/C Issuer with a Capital Adequacy Regulation, increases the amount of capital required or expected to be maintained by such Lender or L/C Issuer or Person (taking into consideration its capital adequacy policies and desired return on capital) the result of which is to reduce the rate of return on the capital of such Lender or L/C Issuer, as a consequence of such Lender’s or L/C Issuer’s Commitments, Loans, issuance of Letters of Credit, participations in other obligations under the Loan Documents to a level below that which such Lender or L/C Issuer could have achieved but for such change or compliance (taking into account the polices of such Lender or such L/C Issuer with respect to capital adequacy) by an amount deemed by such Lender to be material, then the Borrowers shall, within five Business Days following demand therefor, pay such Lender and L/C Issuer an amount sufficient to compensate for such reduction. A Lender’s demand or a L/C Issuer’s demand for payment shall set forth the nature of the occurrence giving rise to such compensation and a calculation of the amount to be paid. In determining such amount, the Lender and the L/C Issuer may use any reasonable averaging and attribution method.

3.8. Mitigation. Each Lender and L/C Issuer agrees that, upon becoming aware that it is subject to Sections 3.5, 3.6, 3.7.or 5.11, it will take reasonable measures to reduce the Borrowers’ obligations under such Sections, including funding or maintaining its Commitments or Loans through another lending office, as long as use of such measures would not adversely affect such Lender’s or such L/C Issuer’s Commitments, Loans, business or interests, or cost such Lender or such L/C Issuer additional amounts, and would not be inconsistent with any internal policy, applicable legal or regulatory restriction or other Applicable Law.

3.9. Funding Losses. If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, or (c) the Borrowers fail to repay a LIBOR Loan when required hereunder, then the Borrowers shall pay to each Lender all losses and expenses that it sustains as a consequence thereof, including any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor any of their Participants, is required to purchase Dollar deposits in the London interbank market or any other offshore Dollar market to fund or otherwise match fund any LIBOR Loan or any other Obligation as to which interest accrues at the LIBOR, but the provisions hereof shall be deemed to apply as if each Lender or its Participants had purchased such deposits for each applicable Interest Period to fund or otherwise match fund its LIBOR Loans and any other Obligation as to which interest is accruing at LIBOR.

3.10. Maximum Interest. In no event shall interest, charges or other amounts that are contracted for, charged or received by Agent and Lenders pursuant to any Loan Documents and that are deemed interest under Applicable Law (for the purposes of this Section, “interest”) exceed the highest rate permissible under Applicable Law (“Maximum Rate”). If, in any interest period, any interest rate, absent the foregoing limitation, would have exceeded the Maximum Rate, then the interest rate for that period shall be the Maximum Rate and, if in a future interest period, that interest rate would otherwise be less than the Maximum Rate, then the rate shall remain at the Maximum Rate until the amount of interest actually paid equals the amount of interest which would have accrued if it had not been limited by the

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Maximum Rate. If, upon the Termination Date, the total amount of interest actually paid under the Loan Documents is less than the total amount of interest that would, but for this Section, have accrued under the Loan Documents, then the Borrowers shall, to the extent permitted by Applicable Law, pay to Agent, for the account of Lenders and the L/C Issuer, (a) the lesser of (i) the amount of interest that would have been charged if the Maximum Rate had been in effect at all times, or (ii) the amount of interest that would have accrued had the interest rate otherwise set forth in the Loan Documents been in effect, minus (b) the amount of interest actually paid under the Loan Documents. If a court of competent jurisdiction determines that Agent or any Lender has received interest in excess of the maximum amount allowed under Applicable Law, such excess shall be deemed received on account of, and shall automatically be applied to reduce, Obligations other than interest (regardless of any erroneous application thereof by Agent or any Lender), and upon the Termination Date, any balance shall be refunded to the Borrowers. In determining whether any excess interest has been charged or received by the Agent or any Lender, all interest at any time charged or received from the Borrowers in connection with the Loan Documents shall, to the extent permitted by Applicable Law, be amortized, prorated, allocated and spread in equal parts throughout the full term of the Obligations to the fullest extent permitted by Applicable Law.

SECTION 4. LOAN ADMINISTRATION

4.1. Manner of Borrowing and Funding Loans.

4.1.1. Notice of Borrowing. Whenever the Borrowers desire funding of a Borrowing of Loans, the Borrowers shall give Agent a Notice of Borrowing by no later than 11:00 a.m. (New York City time) (a) at least two Business Day prior to the requested funding date, in the case of Base Rate Loans, and (b) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans. Notices of Borrowing received after 11:00 a.m. (New York City time) shall be deemed received on the next Business Day. Each Notice of Borrowing shall be irrevocable and shall specify (i) the principal amount of the Borrowing, (ii) the requested funding date (which must be a Business Day), (iii) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (iv) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be one month if not specified). The Borrowers shall not be entitled to request a Borrowing more than four times in any calendar month.

4.1.2. Funding by Lenders.

(a) Each Lender shall timely honor its Commitment by funding its Pro Rata Share of each Borrowing of Loans that is properly requested hereunder. Upon receipt of a Notice of Borrowing, Agent shall notify each Lender of the date and amount of the Loan proposed thereunder and the amount of such Lender’s Pro Rata Share thereof by 3:00 p.m. (New York City time) at least one Business Day before any proposed funding date for Base Rate Loans or by 3:00 p.m. (New York City time) at least three Business Days before any proposed funding of LIBOR Loans. Each Lender shall fund to the Agent such Lender’s Pro Rata Share of the requested Borrowing to the account specified by the Agent in immediately available funds not latter than 2:00 p.m. (New York City time) on the requested funding date. Subject to its receipt of such amounts from the Lenders, the Agent shall make available such proceeds to the Borrowers requesting the Loan or the Person entitled to payment thereof at the bank account(s) specified in the Notice of Borrowing on the date specified in such Notice of Borrowing in Dollars in immediately available funds.

(b) Unless the Agent has received written notice from a Lender prior to the time of any proposed Loan that such Lender will not make available to the Agent such Lender’s Pro Rata Share of such Loan, the Agent may, but is not obligated to, assume that such Lender has made its Pro Rata Share of such Loan available to the Agent on the date of such Loan in accordance with Section 4.1.2(a) above, and the Agent may, in reliance upon such assumption, make available to the Borrowers on such

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date a corresponding amount. If such Pro Rata Share is not, in fact, paid to Agent by such Lender when due, the Agent will be entitled to recover such amount on demand from such Lender, or the Borrowers following their receipt of the proceeds of such Loan, without set-off, counterclaim or deduction of any kind, together with interest thereon, for each day from the date such amount is made available to the Borrowers until the date such amount is repaid to the Agent either by the Borrowers or such Lender, at, (i) in the case of the Borrowers, the interest rate applicable to such Loan, and (ii) in the case of such Lender, the Federal Funds Effective Rate plus any applicable fees charged by the Agent. Nothing in this Section 4.1.2(b) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require the Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the Borrowers may have against any Lender as a result of any default by such Lender hereunder. Without limiting the foregoing, with respect to any Lender which for any reason fails to make timely payment to the Agent of its Pro Rata Share of any Loan, the Agent, in addition to other rights and remedies which it may have, shall be entitled to withhold or set off from any payments due to such Lender hereunder, an amount equal to the Pro Rata Share required to have been paid by such Lender plus interest as described above, and to withhold from such Lender any right of consent provided to such Lender by this Agreement and to bring an action or suit against such Lender in a court of competent jurisdiction to recover such Pro Rata Share thereof and any related interest thereon. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s applicable Pro Rata Share of such Loan for purposes of this Agreement. If both such Lender and the Borrowers shall have repaid the corresponding amount, the Agent shall promptly return to the Borrowers their corresponding amount.

4.2. Defaulting Lender. If a Lender fails to make any payment, including any Loan or other extension of credit, to the Agent that such Lender is required to make hereunder, including any failure to participate in Letters of Credit as required hereunder (any such Lender, a “Defaulting Lender”), the Agent may (but shall not be required to), in its discretion, retain payments that would otherwise be made to such Defaulting Lender hereunder, apply the payments to such Defaulting Lender’s defaulted obligations or readvance the funds to the Borrowers in accordance with this Agreement. The failure of any Lender to fund any Loan shall not relieve any other Lender of its obligations hereunder, and no Lender shall be responsible for any default by another Lender. The Lenders and the Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by the Borrowers or any other Obligor) that, solely for purposes of determining a Defaulting Lender’s right to vote on matters relating to the Loan Documents and to share in payments, fees and proceeds of Collateral thereunder, except as expressly provided in Section 14.1.1(c), a Defaulting Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.

4.3. Number and Amount of LIBOR Loans; Determination of Rate. For ease of administration, all LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together, and such Loans shall be allocated among Lenders on a pro rata basis. No more than six (6) aggregated LIBOR Loans may be outstanding at any time, and each aggregate LIBOR Loan when made, continued or converted shall be in a minimum amount of $1,000,000, or an increment of $500,000 in excess thereof. Upon determining the LIBOR for any Interest Period requested by the Borrowers, Agent shall promptly notify the Borrowers thereof by telephone, facsimile or electronic mail and, if requested by the Borrowers, shall confirm any telephonic notice in writing.

4.4. One Obligation. The Loans, Letters of Credit and other Obligations shall constitute one general obligation of the Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent, each Lender, L/C Issuer and each other Secured Party shall be deemed to be a creditor of, and the holder of a separate claim against, the Borrowers.

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4.5. Effect of Termination. On the Maturity Date, all Loans and other Obligations then owing shall be immediately due and payable. All undertakings of the Borrowers contained in the Loan Documents shall survive any termination, and the Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until the Termination Date. Notwithstanding the occurrence of the Termination Date, the Agent shall not be required to terminate its Liens in any Collateral unless, with respect to any damages the Agent may incur as a result of the dishonor or return of any Payment Items applied to Obligations, the Agent receives (a) a written agreement, executed by the Borrowers and any Person whose advances are used in whole or in part to satisfy the Obligations, indemnifying the Agent and the Lenders from any such damages; or (b) such Cash Collateral as the Agent reasonably deems necessary to protect against any such damages. The provisions of Sections 2.4.11, 3.4, 3.6, 5.11, 12, 14.2 and this Section 4.5, and the obligation of each Obligor and the Lender with respect to each indemnity given by it in any Loan Document, shall survive full payment of the Obligations, the Termination Date and any release relating to this credit facility.

SECTION 5. PAYMENTS

5.1. General Payment Provisions. All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, free of (and without deduction for) any Taxes, and in immediately available funds, not later than 12:00 noon (New York City time) on the due date. Any payment after such time shall be deemed made on the next Business Day. The Borrowers may, at the time of payment, specify to the Agent the Obligations to which such payment is to be applied, but the Agent shall in all events retain the right to apply such payment in such manner as the Agent, subject to the provisions hereof, may determine to be appropriate. If any payment under the Loan Documents shall be stated to be due on a day other than a Business Day, the due date shall be extended to the next Business Day and such extension of time shall be included in any computation of interest and fees. Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9.

5.2. Repayment of Revolving Loans. Revolving Loans shall be due and payable in full on the Commitment Termination Date, unless payment is sooner required hereunder. Revolving Loans may be repaid from time to time in part or in full, without breakage fees, penalty or premium, and reborrowed. Notwithstanding anything herein to the contrary, if an Overadvance exists, the Borrowers shall, on the sooner of Agent’s demand or the first Business Day after the Borrowers have knowledge thereof, repay the outstanding Revolving Loans in an amount sufficient to pay such Overadvance.

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5.3. Repayment of the Term Loan. The Term Loan shall amortize and be due and payable in quarterly installments on the last day of March, June, September and December of each year commencing on September 30, 2009. The table below sets forth opposite each date the percentage of the principal balance of the Term Loan Amount required to be repaid:

Date	Reduction of Term Loan
September 30, 2009	1.25	%
December 31, 2009	1.25	%
March 31, 2010	1.25	%
June 30, 2010	2.50	%
September 30, 2010	2.50	%
December 31, 2010	2.50	%
March 31,2011	2.50	%
June 30, 2011	2.50	%
September 30, 2011	2.50	%
December 30, 2011	Balloon payment of remaining balance

provided that on the Maturity Date all outstanding principal on the Term Loan shall be due and payable in full.

5.4. Payment of Other Obligations. Obligations other than Loans, including Extraordinary Expenses, shall be paid by the Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand.

5.5. Prepayments.

(a) Right of Voluntary Prepayment. Subject to the provisions hereof, the Borrowers may at any time prepay the principal of the Loans in each case in whole or in part from time to time upon not less than one (1) Business Days prior written notice to the Agent, provided that any voluntary prepayment shall be in an integral multiple of $100,000 or such lesser amount as equals the then outstanding principal amount of the Obligations. Each such notice shall specify the prepayment date and the principal amount of the Loans to be prepaid. Except as provided in Section 11.7, all voluntary prepayments made pursuant to this Section 5.5(a) shall be applied to the Revolving Loan and the Term Loan as determined by the Borrowers. Together with each voluntary prepayment of the Term Loans under this Section 5.5(a), Borrowers shall pay (i) the Prepayment Fee, if any, and (ii) any amounts required pursuant to Section 3.9. Voluntary prepayments of the Term Loan made pursuant to this Section 5.5(a) will be applied to installments thereof pro-rata across the maturity of such Loan. All principal prepayments in respect of the Loans under this Section 5.5 shall be applied by the Lenders first to repay their outstanding Base Rate Loans (if any) until such Base Rate Loans have been repaid in full and then repay outstanding LIBOR Loans. The Lenders shall have no obligation to relend principal balances repaid or prepaid with respect to the Term Loan.

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(b) Mandatory Prepayments.

(i) Asset Dispositions. Each Borrower shall pay or cause to be paid to the Agent as a prepayment of the principal of the Loans, one hundred percent (100%) of the Net Proceeds of all assets and properties sold or disposed of by such Borrower pursuant to or as part of an Asset Disposition within five Business Days after the receipt by such Borrower of such Net Proceeds; provided, however, that, such Net Proceeds shall not be required to be paid to the Agent and applied as such a prepayment under the following circumstances: if (w) such Net Proceeds are utilized within one hundred eighty (180) consecutive days after receipt thereof by such Borrower to pay all or a portion of the purchase price of new assets useful to the business of such Borrower to be used by such Borrower making such Disposition in the Ordinary Course of Business, and (x) no Default or Event of Default has occurred and is continuing at the time of such receipt or prior to acquisition of such new assets, (y) prior to being applied to acquire such new assets, such Net Proceeds are deposited into the Deposit Account, and (z) such new assets purchased are subject to Agent’s Lien and such Lien shall have the same priority with respect to such new assets as it had with respect to the assets disposed of in such Asset Disposition. Nothing contained herein is intended to constitute a consent by the Agent or any of the Lenders to any such Asset Disposition.

(ii) Excess Cash Flow. The Borrowers shall pay or cause to be paid to the Agent as a prepayment of the principal of the Loans, no later than the earlier of: (a) 5 days after the delivery of the financial statements required to be delivered under Section 10.1.2, and (b) the last day on which such financial statements are required to be delivered, for each Semi-Annual Period beginning with the Semi-Annual Period ending June 30, 2009, and each December 31 and June 30 thereafter, an amount equal to fifty percent (50%) of the Borrowers’ Excess Cash Flow for the Semi-Annual Period then ended.

(iii) Casualty/Condemnation Events. Each Borrower shall pay or cause to be paid to the Agent, as a prepayment of the principal of the Loans, one hundred percent (100%) of the proceeds of insurance policies and condemnation awards paid to such Borrower, within five Business Days after the receipt of such proceeds by such Borrower; provided, however, that, such proceeds shall not be required to be paid to the Agent and applied as such a prepayment under the following circumstances: if (w) such proceeds are utilized within one hundred eighty (180) consecutive days after receipt thereof by such Borrower to the replacement, reconstruction or restoration of the assets which were the subject of the insurance loss or award, and (x) no Default or Event of Default has occurred and is continuing at the time of such receipt or prior to the reconstruction or restoration of such assets or the acquisition of such replacement assets, or (y) prior to being applied to acquire such new assets, such proceeds are deposited into the Deposit Account, and (z) such new assets purchased are subject Agent’s Lien and such Lien shall have the same priority with respect to such replacement, reconstructed or restored assets as it had with respect to the assets which were the subject of the insurance loss or award.

(iv) Equity Issuances. Each Borrower shall pay or cause to be paid to the Agent, as a prepayment of the principal of the Loans, one-hundred percent (100%) of the proceeds (net of reasonable related expenses) of the sale or issuance of any Equity Securities by such Borrower to any Person upon the receipt by such Borrower of such net proceeds.

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(v) Debt Issuances. Each Borrower shall pay or cause to be paid to the Agent, as a prepayment of the principal of the Loans, one-hundred percent (100%) of the proceeds (net of reasonable related expenses and the repayment of any refinanced Debt) of the incurrence by any Borrower, as the case may be, of any Debt of the type specified in clauses (a)(i), (a)(ii) or (a)(iii) of the definition thereof (other than Debt comprised of the Obligations under the Loan Documents or Debt permitted pursuant to Section 10.2.1) upon the receipt by such Obligor of such net proceeds.

(vi) Application of Reductions and Prepayments. All prepayments of the Obligations under this Section 5.5(b): (A) shall be made without set-off, deduction or counterclaim; (B) shall be applied to payment of the Loans pro rata (based upon the outstanding principal balance thereof); and (C) unless otherwise specified in this Section 5.5(b), shall be applied to remaining installments thereof (a) first, to repay any amounts outstanding under the Term Loan on a pro rata basis based on the amounts outstanding immediately prior to such repayment and (b) second, after the Term Loan has been paid in full, to the repayment (and permanent Revolving Commitment reduction) of the Revolving Loan. Any such repayment under clause (b) above shall cause a permanent reduction of the Revolving Commitment in an amount equal to such repayment, and each Borrower shall use such amounts to cash collateralize outstanding Letters of Credit and other Letter of Credit Obligations as described herein, to the extent no additional Revolving Loans remain outstanding.

(c) Interest on Prepayments. Any prepayment made pursuant to Section 5.5(a) or Section 5.5(b) shall be accompanied by accrued interest on the principal amount being prepaid to the date of prepayment applicable thereto.

(d) Prepayment Premium. With respect to any prepayment made by the Borrowers pursuant to Section 5.5(b), no Prepayment Fee shall apply, provided, however that the Prepayment Fee, if applicable, shall be applied with respect to any prepayment made by the Borrowers pursuant to Section 5.5(b)(v).

5.6. Early Termination by Borrowers. The Borrowers have the option, at any time upon five days prior written notice by the Borrowers to Agent, to terminate this Agreement hereunder by paying to Agent, in cash, the Obligations (including either (i) providing Cash Collateral to be held by Agent for the benefit of those Lenders with a Revolving Commitment in an amount equal to one hundred five percent (105%) of the Letter of Credit Obligations, or (ii) causing the original Letters of Credit to be returned to the L/C Issuer) in full, together with the Prepayment Fee, if any. If the Borrowers have sent a notice of termination pursuant to the provisions of this Section, then the Commitments shall terminate and the Borrowers shall be obligated to repay the Obligations (including the provision of collateral pursuant to the parenthetical in the immediately preceding sentence), in full, together with the Prepayment Fee on the date set forth as the date of termination of this Agreement in such notice.

5.7. Marshaling; Payments Set Aside. Neither the Agent nor the Lenders shall be under any obligation to marshal any assets in favor of the Borrowers or against any Obligations. If the Borrowers make a payment to the Agent or the Lenders, or if the Agent or any Lender receives payment from the proceeds of Collateral, exercise of setoff or otherwise, and such payment is subsequently invalidated or required to be repaid to a trustee, receiver or any other Person, then the Obligations originally intended to be satisfied, and all Liens securing such Obligations, and all rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been received and any enforcement or setoff had not occurred.

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5.8. [Intentionally Left Blank]

5.9. Application of Payments. Upon a Default or Event of Default and at the Agent’s option, the ledger balance in any Deposit Account of any Borrower maintained by the Agent as of the end of a Business Day shall be applied to the Obligations at the beginning of the next Business Day. The Borrowers irrevocably waive the right to direct the application of any payments or Collateral proceeds, and agrees that the Agent shall have the continuing, exclusive right to apply and reapply same against the Obligations, in such manner as Agent deems advisable, notwithstanding any entry by the Agent in its records. If, as a result of the Agent’s receipt of Payment Items or proceeds of Collateral, a credit balance exists, the balance shall not accrue interest in favor of the Borrowers and shall be made available to the Borrowers as long as no Default or Event of Default exists.

5.10. Loan Account; Account Stated.

5.10.1. Loan Account. The Agent and each Lender shall maintain in accordance with its usual and customary practices an account or accounts, including electronic records in a loan booking and tracking system (“Loan Account”) evidencing the Debt of the Borrowers resulting from each Loan from time to time. Any failure of the Agent or any Lender to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of the Borrowers to pay any amount owing hereunder.

5.10.2. Entries Binding. Entries made in the Loan Account of the Agent or any Lender shall constitute presumptive evidence of the information contained therein; provided however, to the extent of any inconsistency between the Loan Account of the Agent and the Loan Account of any Lender, the Loan Account of the Agent shall presumptively govern. Such information shall be conclusive and binding on all Persons for all purposes absent manifest error.

5.11. Taxes. (a) If any Taxes (except Excluded Taxes) shall be payable by any party due to the execution, delivery, issuance or recording of any Loan Documents, or the creation or repayment of any Obligations, the Borrowers shall pay (and shall promptly reimburse the Agent and the Lenders for their payment of) all such Taxes, including any interest and penalties thereon, and will indemnify and hold harmless Indemnitees against all liability in connection therewith. A certificate as to the amount of such payment or liability delivered to the Borrowers by the Agent or such Lender, as the case may be, shall be conclusive absent demonstrable error. If the Borrowers shall be required by Applicable Law to withhold or deduct any Taxes (except Excluded Taxes) with respect to any sum payable under any Loan Documents, (i) the sum payable to the Agent or such Lender shall be increased as may be necessary so that, after making all required withholding or deductions (including deductions or withholdings applicable to additional sums payable under this Section 5.11), the Agent or such Lender (as the case may be) receives an amount equal to the sum it would have received had no such withholding or deductions been made; (ii) the Borrowers shall make such withholding or deductions; and (iii) the Borrowers shall pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with Applicable Law.

(b) If a Lender or the Agent receives a refund in respect of any Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 5.11, it shall within thirty (30) days from the date of such receipt pay over the amount of such refund to the Borrowers, net of all reasonable out-of-pocket expenses of such Lender or the Agent and without interest; provided, that the Borrowers, upon the request of such Lender or the Agent, agrees to repay the amount paid over to the Borrowers (plus penalties, interest or other reasonable charges) to such Lender or the Agent in the event such Lender or the Agent is required to repay such refund to the Governmental Authority.

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5.12. Withholding Tax Exemption. (a) On or before the date a Foreign Lender (or a foreign Transferee) becomes a party to this Agreement, the Foreign Lender shall deliver to the Borrowers and the Agent two duly completed copies of IRS Form W-8BEN or W-8ECI or, in the case of a Foreign Lender claiming exemption from United Stated federal withholding tax under Section 871(h) or 881(c) of the Code, a statement regarding “portfolio interest” to the effect that such Foreign Lender is not (A) a “bank” within the meaning of Section 88 l(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and a Form W-8BEN (or, in either case, any subsequent replacement or substitute form therefor), certifying that such Lender can receive payment of Obligations without deduction or withholding of any United States federal income taxes. Each Foreign Lender shall deliver to the Borrowers and the Agent two additional copies of such form before the preceding form expires or becomes obsolete or after the occurrence of any event requiring a change in the form, as well as any amendments, extensions or renewals thereof as may be reasonably requested by the Borrowers or the Agent, in each case, certifying that the Foreign Lender can receive payment of Obligations without deduction or withholding of any such taxes, unless an event (including any change in treaty or law) has occurred that renders such forms inapplicable or prevents the Foreign Lender from certifying that it can receive payments without deduction or withholding of such taxes or providing such forms and certificates. During any period that a Foreign Lender does not or is unable to establish that it can receive payments without deduction or withholding of such taxes by providing the above or similar forms, other than by reason of an event (including any change in treaty or law) that occurs after it becomes a Lender, the Agent may withhold taxes from payments to such Foreign Lender at the applicable statutory and treaty rates, and the Borrowers shall not be required to pay any additional amounts under this Section as a result of such withholding.

(b) A Lender that is entitled to an exemption from or reduction of non-United States withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrowers (with a copy to the Agent), at the time or times prescribed by Applicable Law or reasonably requested by the Borrowers, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate.

SECTION 6. CONDITIONS PRECEDENT

6.1. Conditions Precedent to Original Loans. In addition to the conditions set forth in Section 6.3, the Lenders shall not be obligated to fund any requested Loan or otherwise extend credit to the Borrowers hereunder, until each of the following conditions has been satisfied:

(a) A Revolving Note shall have been executed by the Borrowers and delivered to each Revolving Lender that requests one. A Term Loan Note shall have been executed by the Borrowers and delivered to each Term Loan Lender that requests one. Each Loan Document set forth on the List of Closing Documents attached hereto as Exhibit J shall have been duly executed and delivered to the Agent by each of the signatories thereto an or before the Closing Date, and each Obligor shall be in compliance with all terms thereof.

(b) The Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence reasonably satisfactory to the Agent that such Liens have the priority required pursuant to the provisions of this Agreement.

(c) The Agent shall have received certificates, in form and substance reasonably satisfactory to it, from the Chief Financial Officer of each Borrower certifying that, after giving effect to

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the initial Loans and transactions contemplated hereunder, (i) the Borrowers, taken as a whole, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true, complete and correct; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.

(d) The Agent shall have received copies of the Organizational Documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification in such jurisdiction. The Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organizational Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions reasonably satisfactory to Agent authorizing execution and delivery of the Loan Documents is true, complete and correct, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.

(e) The Agent shall have received a written legal opinion from Paul Hastings Janofsky & Walker LLP, as counsel to the Obligors in form and substance satisfactory to the Agent with respect to general corporate matters.

(f) The Agent shall have received a written legal opinion from Edwards Angell Palmer & Dodge LLP, as counsel to the Obligors in form and substance satisfactory to the Agent with respect to the non-consolidation of the Obligors and Telx.

(g) The Agent shall have received with respect to Telx and each of its Subsidiaries: (i) an unaudited interim financial statement for the period ending June 30, 2007, and (ii) an audited financial statement for the period ending December 31, 2006.

(h) The Agent shall have obtained satisfactory (i) operating budget and projections of the Borrowers for the 30 months following the Original Closing Date (on a quarter-by-quarter basis through September 2009 and annually thereafter) , (ii) customer review, (iii) review of terms of all outstanding debt and leases, (iv) review of insurance certificates evidencing insurance coverages and policies listing the Agent and Lenders as loss payee and additional insured, (v) all UCC, tax lien, judgment/bankruptcy and other searches on each Obligor and its respective assets, and (vi) a collateral audit and review of each Obligor’s books and records and verification of each Obligor’s representations and warranties to the Lenders, the results of which shall be satisfactory to Agent.

(i) The Agent shall have completed its business, legal and collateral due diligence, including without limitation satisfactory review of contracts between the Borrowers and each of its customers including but not limited to the 10 largest customers of the Borrowers.

(j) The Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by the Borrowers and the other Obligors, naming the Agent as “additional insured” and “loss payee”, in each case as described in Section 8.5(b).

(k) The Agent shall have received, each in form and substance reasonably satisfactory to Agent, (i) a 111 8th Avenue Landlord Estoppel, (ii) a copy of the current 60 Hudson Lease

48 LOAN AND SECURITY AGREEMENT

and (iii) a copy of the current 111 8th Avenue Lease, which shall be of a duration and contain terms satisfactory to the Agent, as further described on the List of Closing Documents.

(l) The Agent shall have received, in form and substance satisfactory to the Agent, (i) evidence of the assignment of each Customer Agreement, except for those listed on Schedule 9.1.28, (ii) a copy of each notice with respect to such assignment that has been prepared for each customer, and (iii) customer addresses with respect to each customer.

(m) The Agent shall have received, in form and substance satisfactory to the Agent, evidence of the assignment of the 60 Hudson Leases to Telx New York.

(n) Evidence of all insurance maintained by the Borrowers or any other Obligor in respect of such Facilities, which shall be in form and substance satisfactory to Agent, with all costs of all of the foregoing to be paid by the Borrowers.

(o) The Agent shall have received, in form and substance satisfactory to the Agent, a payoff letter from GI Partners in respect of the GI Partners Note.

(p) The Agent shall have received, in form and substance reasonably satisfactory to the Agent, evidence of the establishment of the Blocked Account and any related documentation required by the Agent.

(q) The Agent shall have received evidence in form and substance satisfactory to Agent that demonstrates that the Funded Debt to Consolidated EBITDA Leverage Ratio determined as of the Original Closing Date is not greater than 3.50 to 1.00 based on the most recent 3 months of unaudited financial information available on an annualized basis.

(r) The Agent shall have received a true and complete copy of each Corporate Services Agreement in form and substance satisfactory to it.

(s) Since December 31, 2006, in the case of Telx New York, or March 16, 2007 in the case of 111 8th, until the Original Closing Date, there shall have been (i) no change in the condition, financial or otherwise, of such Borrower that has had a Material Adverse Effect, and (ii) no material adverse change in the capital markets or any governmental regulations or policies affecting such Borrower.

(t) The Borrowers shall have paid all fees, costs and expenses to be paid to the Agent and the Lenders on or prior to the Original Closing Date.

(u) All other documents and legal matters in connection with the transactions contemplated by this Agreement and including, without limitation, documentation satisfactory to the Agent with regards to the bankruptcy remoteness of the Borrowers, shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent.

6.2. Conditions Precedent to Incremental Term Loans. In addition to the conditions set forth in Section 6.3, the Lenders shall not be obligated to fund any requested Incremental Term Loan or otherwise extend credit to the Borrowers hereunder, until each of the following conditions has been satisfied:

(a) The Agent shall have received with respect to the Borrowers: (i) an unaudited interim financial statement for the period ending December 31, 2008; provided, however, that if an

49 LOAN AND SECURITY AGREEMENT

audited financial statement for the period ending December 31, 2008 has been prepared with respect to Telx, whether in draft form or otherwise, the Agent shall have received such audited financial statements, and (ii) an audited financial statement for the period ending December 31, 2007.

(b) The Agent shall have received evidence in form and substance satisfactory to Agent that demonstrates that the Funded Debt to Consolidated EBITDA Leverage Ratio determined as of the Closing Date is not greater than 2.75 to 1.00 to be calculated using the Normalized EBITDA as set forth in Schedule 10.3.1.

(c) Since December 31, 2008, until the Funding Date, there shall have been (i) no change in the condition, financial or otherwise, operations, assets, income and/or prospects of the Borrowers and its Affiliates that has had a Material Adverse Effect, and (ii) no material adverse change in the capital markets or any governmental regulations or policies affecting such Borrower.

(d) The Agent shall have received evidence in form and substance satisfactory to Agent that demonstrates a minimum consolidated EBITDA for the Borrowers of at least $18,185,717 on December 31, 2008 based on the most recent 6 months of unaudited financial information, to be calculated using the Normalized EBITDA.

(e) The Agent shall have received a certificate from Telx evidencing the Upstream Payment from the Borrowers to Telx or an entity controlled by Telx and confirming that such payment is not a return of capital by Telx to the owners of the Equity Interests of Telx.

(f) Lenders satisfactory to the Borrowers and Arranger shall have agreed to fund the Incremental Term Loan.

(g) Each of the conditions precedent set forth in Section 6.1(m), (p) and (r) have been complied with on the Original Closing Date and no fact or condition exists which would render such compliance not correct as of the Funding Date.

(h) Each of the conditions set forth in Section 6.1(a) (the second and third sentence), (b), (c), (d), (e), (f), (h), (i), (j), (k), (n), (t) and (u) has been complied with as of the Funding Date, all in form and substance satisfactory to the Agent and the Lenders.

6.3. Conditions Precedent to All Credit Extensions. The Agent and the Lenders shall not be required to fund any Loans or grant any other accommodation to or for the benefit of the Borrowers, unless the following conditions are satisfied:

(a) The Agent shall have received a Notice of Borrowing in accordance with Section 4.1.

(b) No Default or Event of Default shall exist at the time of, or result from, such funding or grant.

(c) The representations and warranties of each Obligor in the Loan Documents shall be true and correct in all material respects on the date of, and after giving effect to, such funding or grant (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date).

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(d) Since the Closing Date, no event shall have occurred or circumstance exist that has had or could reasonably be expected to have a Material Adverse Effect.

(e) No injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the extending of such credit shall have been issued and remain in force by any Governmental Authority against any Obligor, Agent, any Lender, or any of their Affiliates.

(f) The Agent shall have received, for itself and the Lenders, evidence that the proceeds of the requested Revolving Loans are intended to be used by the Borrowers in compliance with Sections 2.1.2(ii), (iv) and/or (v).

Each request (or deemed request) by the Borrowers for funding of a Loan or grant of an accommodation shall constitute a representation by the Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding or grant.

6.4. Limited Waiver of Conditions Precedent. If the Agent or the Lenders fund any Loans, arrange for the issuance of any letters of credit or grant any other accommodation when any conditions precedent are not satisfied (regardless of whether the lack of satisfaction was known or unknown at the time), it shall not operate as a waiver of (a) the right of the Agent or the Lenders to insist upon satisfaction of all conditions precedent with respect to any subsequent funding or grant; nor (b) any Default or Event of Default due to such failure of conditions or otherwise.

SECTION 7. COLLATERAL

7.1. Grant of Security Interest. To secure the prompt payment and performance of all Obligations, the Borrowers and each other Obligor hereby grant to the Agent, for the benefit of Secured Parties, a continuing first priority security interest in and Lien upon all personal Property of the Borrowers and each Obligor, including, without limitation, the following, whether now owned or hereafter acquired, and wherever located (the “Collateral”):

(i) all Accounts;

(ii) all Books and Records;

(iii) all Chattel Paper;

(iv) all Commercial Tort Claims;

(v) all Deposit Accounts;

(vi) all Documents;

(vii) all Equipment and fixtures

(viii) all General Intangibles, including Payment Intangibles, Software and Intellectual Property;

(ix) all Goods;

(x) all Instruments;

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(xi) all Inventory;

(xii) all Investment Property;

(xiii) all Letter-of-Credit Rights;

(xiv) all Negotiable Collateral;

(xv) all Pledged Deposits;

(xvi) all Supporting Obligations;

(xvii) all monies and all Cash Equivalents, whether or not in the possession or under the Control of Agent, a Lender Party, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral, and all other assets of each such Obligor that now or hereafter come into the possession, custody, or Control of Agent or any other Lender Party;

(xviii) all Other Collateral;

(xix) all accessions to, substitutions for, and all replacements, products, and cash and proceeds (including Equity Security Rights) of the foregoing, including proceeds of insurance policies or Commercial Tort Claims covering or relating to any or all of the foregoing, and claims against any Person for loss, damage or destruction of any Collateral; and

(xx) Proceeds of all of the foregoing;

provided, however, that notwithstanding any of the other provisions set forth in this Section 7.1(a), this Agreement shall not constitute a grant of a security interest in, and the term “Collateral” shall not include (i) the 60 Hudson Letter of Credit and related cash collateral account, (ii) any property to the extent that such grant of a security interest (a) is prohibited by any Applicable Law or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law, or (b) is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document or in the case of any Investment Property, pledged stock or pledged Instrument, any applicable shareholder or similar agreement, or (c) constitutes or results in the abandonment, invalidation or unenforceability of any right, title or interest of the Borrowers under any contract, license, agreement, instrument or other document (including, to the extent applicable, any trademark applications filed in the United States Patent and Trademark Office on the basis of either Borrower’s “intent-to-use” such trademark for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051(c) or 15 U.S.C. § 1051(d), respectively, or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively, by the United States Patent and Trademark Office, provided that upon such filing and acceptance, the security interest created hereby shall attach immediately to such intent-to-use applications), except to the extent that (x) such Applicable Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under Applicable Law, or (y) any such prohibition, default or other term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable law or principles of equity, and provided that the security interest created hereby shall attach immediately to any portion of such property that does not result in any of the consequences specified above, (iii) more than 65% of the total outstanding voting stock of any Foreign Subsidiary, or (iv) any Borrower’s interest in the 60 Hudson Leases or the 111 8th Avenue Lease.

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7.2. Lien on Deposit Accounts and Securities Accounts; Cash Collateral.

7.2.1. Deposit Accounts. To further secure the prompt payment and performance of all Obligations, each Obligor hereby grants to the Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all of such Obligor’s right, title and interest in and to each Deposit Account of such Obligor (other than the cash collateral account securing the 60 Hudson Letter of Credit as well as accounts exclusively used for payroll, payroll taxes or accounts containing not more than $10,000 at any time (collectively, the “Excluded Accounts”)) and any deposits or other sums at any time credited to any such Deposit Account, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept. Each Deposit Account of the Borrowers, including each Excluded Account, is listed on Schedule 7.2.1 hereto.

7.2.2. Securities Accounts. To further secure the prompt payment and performance of all Obligations, each Obligor hereby grants to the Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all of such Obligor’s right, title and interest in and to each Securities Account of such Obligor and any securities or other items at any time maintained in or credited to any such Securities Account. The Borrowers irrevocably appoint the Agent as Borrowers’ attorney-in-fact to collect such securities and other items to the extent any such delivery is not so made; such appointment as attorney-in-fact is coupled with an interest.

7.2.3. Cash Collateral. Any Cash Collateral may be invested, in the Agent’s discretion, in Cash Equivalents, but the Agent shall have no duty to do so, regardless of any course of dealing with any Obligor, and shall have no responsibility for any investment or loss. Each Obligor hereby grants to the Agent, for the benefit of the Secured Parties, a security interest in all Cash Collateral held from time to time and all proceeds thereof, as security for the Obligations, whether such Cash Collateral is held in the Cash Collateral Account or elsewhere. The Agent may apply Cash Collateral to the payment of any Obligations, in such order as the Agent may elect, as they become due and payable. The Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of the Agent. Neither any Obligor nor any other Person claiming through or on behalf of any Obligor shall have any right to any Cash Collateral, until the Termination Date.

7.3. Other Collateral.

7.3.1. Commercial Tort Claims. Each Obligor shall notify Agent pursuant to Section 7.3.2 if such Obligor has a Commercial Tort Claim (other than, as long as no Default or Event of Default exists, a Commercial Tort Claim for less than $100,000) and, upon Agent’s request, shall promptly execute such documents and take such actions as Agent deems reasonably appropriate to confer upon Agent (for the benefit of Secured Parties) a duly perfected, first priority Lien upon such claim. Each Obligor hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such Commercial Tort Claims.

7.3.2. Certain After-Acquired Collateral. Along with the delivery of any Compliance Certificate pursuant to pursuant to Section 10.1.2(e), each Obligor shall notify the Agent of any interest obtained by such Obligor after the Closing Date in any Collateral consisting of Deposit Accounts, Commercial Tort Claims, Securities Accounts, Chattel Paper, Documents, Instruments, Investment Property, Letter-of-Credit Rights, other Negotiable Collateral, Pledged Deposits that are evidenced by certificates or Intellectual Property for which registration or an application for registration has been made, new Material Agreements including, for the avoidance of doubt, any new Customer Agreement that

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would constitute a Material Agreement, and, upon the Agent’s reasonable request, shall promptly execute such documents and take such actions as the Agent deems appropriate or necessary to effect the Agent’s duly perfected, first priority Lien, as applicable, upon such item of Collateral, including using its commercially reasonable efforts to obtain any appropriate possession control agreement or lien waiver. If any Collateral is in the possession of a third party, at the Agent’s reasonable request, the Borrowers shall obtain an acknowledgment, in form and substance reasonably satisfactory to Agent, that such third party holds the Collateral for the benefit of the Agent.

7.3.3. Chattel Paper. Each Obligor shall take all steps reasonably necessary to grant Agent Control of all material electronic Chattel Paper in accordance with the UCC and all “transferable records” as that term is defined in Section 16 of the Uniform Electronic Transaction Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant jurisdiction. If any Obligor retains possession of any Chattel Paper or Instruments (which retention of possession shall be subject to the extent permitted hereby and by this Agreement), promptly upon the request of Agent, such Chattel Paper and Instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured hereby are subject to the Security Interest of CIT Lending Services Corporation, as Agent for the benefit of the Lenders, the L/C Issuer and the other Secured Parties”.

7.3.4. Letter-of-Credit Rights. Each Obligor that is or becomes the beneficiary of a Letter of Credit with a face value (i) in excess of $1,000,000 or (ii) which, when added to the face value of all other outstanding Letters of Credit of the Obligors, exceeds $2,000,000, shall promptly (and in any event within two (2) Business Days after becoming such a beneficiary), notify Agent thereof and, upon the request by Agent, enter into a tri-party agreement with Agent and the issuer or confirmation bank with respect to each such Letter of Credit, assigning such Letter-of-Credit Rights to Agent and directing all payments thereunder to Agent for the benefit of the Secured Parties, all in form and substance reasonably satisfactory to Agent.

7.3.5. Government Contracts. If any Account or Chattel Paper arises out of a contract or contracts with the United States of America or any department or agency thereof, the Borrowers shall promptly (and in any event within two (2) Business Days of the creation thereof) notify Agent thereof in writing and execute any instruments or take any steps reasonably required by Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Secured Parties, and shall provide written notice thereof under the Assignment of Claims Act or other applicable law.

7.3.6. Intellectual Property.

(a) Upon request of Agent, in order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, each Obligor shall execute and deliver to Agent one or more Copyright Security Agreements, Trademark Security Agreements, or Patent Security Agreements to further evidence Agent’s Lien on such Obligor’s Patents, Trademarks, or Copyrights, and the General Intangibles of such Obligor relating thereto or represented thereby;

(b) With respect to any of the Intellectual Property which is material to any Obligor’s business, each Obligor shall have the duty (i) to promptly sue for infringement, misappropriation, or dilution and to recover any and all damages for such infringement, misappropriation, or dilution, (ii) to prosecute diligently any trademark application or service mark application that is part of the Trademarks pending as of the date hereof or hereafter until the termination of this Agreement, (iii) to prosecute diligently any patent application that is part of the Patents pending as of the date hereof or hereafter until the termination of this Agreement, and (iv) to take all reasonable and necessary action to

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preserve and maintain all of such Obligor’s Trademarks, Patents, Copyrights, Intellectual Property Licenses, and its rights therein, including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings. Any expenses incurred in connection with the foregoing shall be borne by the appropriate Obligor. Each Obligor further agrees not to abandon any Trademark, Patent, Copyright, or Intellectual Property License necessary for the conduct of its business without the prior written consent of Agent;

(c) Each Obligor acknowledges and agrees that none of the Agent or the other Secured Parties shall have any duties with respect to the Trademarks, Patents, Copyrights, or Intellectual Property Licenses. Without limiting the generality of this Section 7.3.6, each Obligor acknowledges and agrees that none of the Secured Parties shall be under any obligation to take any steps necessary to preserve rights in the Trademarks, Patents, Copyrights, or Intellectual Property Licenses against any other Person, but any Secured Party may do so at its option from and after the occurrence and during the continuance of an Event of Default, and all expenses incurred in connection therewith (including reasonable fees and expenses of attorneys and other professionals) shall be for the sole account of Borrowers and shall be chargeable to the Loan Account;

(d) In no event shall any Obligor, either itself or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency without giving Agent prior written notice thereof. Promptly upon any such filing, the Borrowers shall comply with Section 7.3.6(a) hereof.

7.3.7. Investment Property. All sums of money and property paid or distributed in respect of Investment Property which are received by any Obligor and which do not constitute an Upstream Payment shall be held by such Obligor in trust for the benefit of Agent segregated from such Obligor’s other property, and such Obligor shall deliver it forthwith to Agent’s in the exact form received; and each Obligor agrees that it will cooperate with Agent in obtaining all necessary approvals and making all necessary filings under federal, state, local, or foreign law in connection with the Agent’s Lien on such Investment Property or any sale or transfer thereof.

7.4. No Assumption of Liability. The Lien on Collateral granted hereunder is given as security, only and shall not subject the Agent or any of the other Secured Parties to, or in any way modify, any obligation or liability of any Obligor relating to any Collateral.

7.5. Further Assurances. Promptly upon the Agent’s reasonable written request, each Obligor shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as the Agent reasonably deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral to the extent required under this Agreement, or otherwise to give effect to the intent of this Agreement. Each Obligor authorizes Agent at any time and from time to time to file financing statements and amendments thereto describing the Collateral as “all personal property of debtor” or “all assets of debtor” or words of similar effect and ratifies any action taken by the Agent to effect or perfect its Lien on the Collateral.

7.6. Payment in Full. Upon the Termination Date, provided that no Event of Default has occurred or is continuing, the Collateral shall be released from the Lien created hereby. At the request and sole expense of the Borrowers following any such release, the Agent shall deliver to the Borrowers any Collateral of the Borrowers or any other Obligor held by the Agent hereunder and execute and deliver to the Borrowers such documents as the Borrowers shall reasonably request to evidence such release. Until the Termination Date, each of the Agent and the Lenders agree that any Collateral of the Borrowers

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in the possession of the Agent or the Lenders shall be held by them with the same care as it would exercise over their own property.

SECTION 8. COLLATERAL ADMINISTRATION

8.1. Administration of Accounts.

8.1.1. Records and Schedules of Accounts. Each Obligor shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to the Agent, on such periodic basis as the Agent may request, a sales and collections report, in form reasonably satisfactory to the Agent.

8.1.2. Account Verification. So long as no Default or Event of Default exists, the Agent shall have the right at any time, in the name of the Agent, any designee of the Agent or the Borrowers to verify the validity, amount or any other matter relating to any Accounts of any Obligor by mail only; provided, that upon the occurrence and continuation of a Default or Event of Default, the Agent may undertake such verification by mail, telephone or otherwise. The Borrowers shall cooperate fully with the Agent in an effort to facilitate and promptly conclude any such verification process.

8.1.3. Maintenance of Deposit Accounts. Each Obligor shall maintain all Deposit Accounts, other than the Excluded Accounts, pursuant to lockbox, control agreements or other arrangements reasonably acceptable to the Agent. Each Obligor shall obtain a Deposit Account Control Agreement from each lockbox servicer and Deposit Account bank, establishing the Agent’s control over and Lien on the lockbox or Deposit Account, requiring prompt deposit of all remittances received in the lockbox to a Deposit Account and containing other provisions reasonably satisfactory to the Agent. Neither the Agent nor the Lenders assume any responsibility to any Obligor for any lockbox arrangement or Deposit Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank. The Agent shall not, absent the occurrence and continuance of an Event of Default, take any action with respect to any Deposit Account that would have the effect of preventing the applicable Borrower from being able to make deposits to or withdrawals from such Deposit Account.

8.1.4. Proceeds of Collateral. Each Obligor shall request in writing and otherwise take all reasonable steps to ensure that all payments on Accounts or otherwise relating to Collateral are made directly to a Deposit Account in which Agent has been granted a security interest pursuant to Section 7.2.1 (or a lockbox relating to such Deposit Account). If any Obligor receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for the Agent and promptly (not later than the next Business Day) deposit same into the Deposit Account.

8.2. Administration of Equipment.

8.2.1. Records and Schedules of Equipment. Each Borrower shall keep accurate and complete records of its Equipment, including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to Agent, on such periodic basis as Agent may reasonably request, a current schedule thereof, in form reasonably satisfactory to Agent. Promptly upon Agent’s reasonable request, each Borrower shall deliver to Agent evidence of its ownership or interests in any Equipment.

8.2.2. Dispositions of Equipment. No Borrowers shall sell, lease or otherwise dispose of any Equipment, without the prior written consent of Agent, other than a Permitted Asset Disposition.

8.2.3. Condition of Equipment. All Equipment necessary for each Borrower’s business is in good operating condition and repair, reasonable wear and tear excepted.

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8.3. Administration of Deposit Accounts and Securities Accounts. Schedule 8.3 sets forth all Deposit Accounts and Securities Accounts maintained by any Obligor, excluding the Excluded Accounts. Each Obligor shall take all actions necessary to establish Agent’s Control of each such Deposit Account (other than Excluded Accounts) and Securities Account. Each Obligor shall be the sole account holder of each of its Deposit Account (other than the Excluded Accounts) and each Securities Account and shall not allow any other Person (other than Agent) to have control over a Deposit Account or any Property deposited therein or a Securities Account or any Property therein. Each Borrower shall promptly notify Agent of any opening or closing of a Deposit Account or a Securities Account and, shall be permitted to amend Schedule 8.3 to reflect same and grant Agent a first priority lien thereon.

8.4. General Provisions.

8.4.1. Location of Collateral. All tangible items of Collateral, other than Equipment or Inventory in transit between the locations set forth in Schedule 8.4.1 or from the manufacturer or seller thereof to any such location, shall at all times be kept by Borrowers at the business locations set forth in Schedule 8.4.1, except that an Obligor may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.6; (b) move such Collateral to another location in the United States, upon ten (10) Business Days prior written notice to Agent; and (c) remove Collateral in the Ordinary Course of Business for maintenance, service or repairs.

8.4.2. Protection of Collateral. All reasonable expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be borne and paid by Borrowers. Agent shall not be liable or responsible in any way for the safekeeping of any Collateral, for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Borrowers’ sole risk.

8.4.3. Defense of Title to Collateral. Each Obligor shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

8.5. Insurance and Casualty/Condemnation Events.

(a) Insurance Coverages. The Borrowers shall maintain at their own expense, with financially sound and reputable insurance companies reasonably acceptable to the Agent and Lenders, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses; provided, that, in any event, the Borrowers shall maintain, and otherwise comply in all material respects with all terms and conditions of, the following insurance coverages:

(i) All Risk Property Insurance. “All risk” or “special form” property insurance against direct physical loss or damage on an all risks basis, subject to a maximum deductible of $25,000, and containing a “no terrorism exclusion” clause. The property shall be insured for the full replacement cost and shall contain a coinsurance provision of no less than ninety percent (90%);

(ii) Business Income. As an extension of the coverage required under Section 8.5(a)(i), business income insurance including extra expense in an agreed amount equal to six (6) months projected loss of net profits, continuing expenses and debt service payments, subject to a maximum deductible of $25,000 and shall contain an agreed

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amount endorsement waiving any co-insurance penalty, and a “no terrorism exclusion” clause;

(iii) Commercial General Liability Insurance. Commercial general liability insurance written on an occurrence basis with a limit of not less than $1,000,000 each occurrence and $2,000,000 in the aggregate per location. Such coverage shall include, but not be limited to, premises/operations, blanket contractual liability, independent contractors, broad form products and completed operations, personal injury, fire legal liability, and employee benefits liability;

(iv) [Intentionally omitted];

(v) Excess/Umbrella Liability. Excess or umbrella liability insurance in an amount not less than $1,000,000, written on an occurrence basis providing coverage limits in excess of the insurance limits required under Section 8.5(a)(iii). Such insurance shall follow form the primary insurances and drop down in case of exhaustion of underlying limits and/or aggregates. Such insurance shall not exclude coverage for punitive or exemplary damages where insurable by law.

(b) Certain Provisions Relating to Insurance Coverage. The Borrowers shall cause each insurance policy pertaining to the insurable properties to (i) name the Agent and each Secured Party as an “additional insured” if such policy is a liability policy, (ii) name the Agent for itself and on behalf of the Secured Parties as “loss payee” if such policy is a property policy, (iii) provide that, the Agent shall be notified in writing of any proposed cancellation or material change in risk, of such policy, initiated by any Borrowers’ insurer at least thirty (30) days in advance prior to any proposed cancellation or material change in risk, (iv) contain a waiver of subrogation in favor of the Agent for itself and on behalf of the Secured Parties, (v) contain a breach of warranty in favor of the Loss Payee, (vi) contain a separation of insureds clause, (vii) provide that the insurance shall be primary and without right of contribution from any other insurance which may be available to the Agent and Secured Parties, and (viii) provide that the Agent and Secured Parties have no responsibility for premiums, warranties or representations to underwriters.

(c) Evidence of Insurance. On the Closing Date and at least thirty (30) days prior to expiration of the policies, the Borrowers shall deliver or cause to be delivered to the Agent satisfactory evidence from the Borrowers’ independent insurance agent confirming that the insurance premiums with respect to the policies of insurance required to be maintained pursuant to this Section 8.5 have been paid, that such policies are in force, and that such policies meet the insurance requirements set forth in this Section 8.5. The Borrowers shall also furnish or cause to be furnished a certificate of insurance evidencing that all the coverages listed in this Section 8.5 have been renewed and continue to be in full force and effect for such period as shall be then stipulated, (ii) specify the insurers with whom the insurances are carried and (iii) contain such other certifications and undertakings as are customarily provided to lenders, as reasonably requested by the Agent.

(d) Agent May Obtain Insurance. In the event that any Borrower shall default in the performance of their obligations under this Section 8.5, the Agent may, at its option, effect such insurance coverage with an insurer acceptable to the Agent and add the premium(s) paid therefor to the principal amount of the Obligations incurred pursuant hereto, and the amount of such premium shall be payable by the Borrowers on demand with interest thereon at the highest rate payable hereunder.

8.6. Power of Attorney. Each Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Obligor’s true and lawful attorney-in-fact (and agent) for

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the purposes provided in this Section, which appointment is coupled with an interest. Agent, or Agent’s designee, may, without notice and in either its or the applicable Obligor’s name, but at the cost and expense of such Obligor:

(a) Endorse such Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and

(b) During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts, by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) take control, in any manner, of any proceeds of Collateral; (v) prepare, file and sign either Borrower’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to the Borrowers, and notify postal authorities to change the address for delivery thereof to such address as Agent may designate; (vii) endorse any Chattel Paper, Document, Instrument, invoice, freight bill, bill of lading, or similar document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use such Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use the information recorded on or contained in any data processing equipment and computer hardware and software relating to any Collateral; (x) make and adjust claims under policies of insurance; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit or banker’s acceptance for which such Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill such Obligor’s obligations under the Loan Documents.

SECTION 9. REPRESENTATIONS AND WARRANTIES

9.1. General Representations and Warranties. To induce the Agent and the Lenders to enter into this Agreement and to make available the Commitments and Loans, each Obligor represents and warrants that:

9.1.1. Organization and Qualification. The Borrowers and each other Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Obligor is duly qualified, authorized to do business and in good standing as a foreign entity in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

9.1.2. Power and Authority. The Borrowers and each other Obligor is duly authorized to execute, deliver and perform its obligations under the Loan Documents. The execution, delivery and performance of the Loan Documents have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Equity Interests of any Obligor, other than those already obtained; (b) contravene the Organizational Documents of any Obligor; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require the imposition of any Lien on any Property of any Obligor other than that created hereby.

9.1.3. Enforceability. Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether enforcement is sought by proceedings in equity or law).

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9.1.4. Capital Structure. Schedule 9.1.4 shows, for the Borrowers as of the Closing Date, their name, jurisdiction of organization, authorized and issued Equity Interests, the holders of their Equity Interests, and all agreements binding on such holders with respect to their Equity Interests. There are no outstanding options to purchase, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom right or powers of attorney relating to any Equity Interests of the Borrowers.

9.1.5. Corporate Names; Locations.

(a) During the five years preceding the Closing Date, except as shown on Schedule 9.1.5(a), neither the Borrowers nor any other Obligor has been known as or used any corporate, fictitious or trade names, has been the surviving corporation of a merger or combination, or has acquired any substantial part of the assets of any Person.

(b) The chief executive offices and other places of business of the Borrowers and each other Obligor as of the Closing Date and the mailing address thereof are shown on Schedule 9.1.5(b).

9.1.6. Title to Properties; Priority of Liens. The Borrowers and each other Obligor have good and marketable title to, or valid leasehold interests in, all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens. The Borrowers and each other Obligor have paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens. To the extent that perfection of security interests is governed by the UCC (other than with respect to property subject to certificate of title statutes) or filing with the United States Copyright Office or the United States Patent and Trademark Office, upon (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of filing of the financing statements set forth on Schedule 9.1.6 with respect to each Obligor in the jurisdictions set forth on Schedule 9.1.6, (ii)the delivery to the Agent of all Collateral consisting of Instruments and Certificated Securities, in each case, properly endorsed for transfer to the Agent or in blank, and all other Collateral which may be perfected under the UCC only by possession, (iii) the execution of Securities Account Control Agreements with respect to Investment Property not in certificated form, (iv) the execution of Deposit Account Control Agreements with respect to all Deposit Accounts of the Borrowers other than the Excluded Accounts, (v) all appropriate filings having been made with the United States Copyright Office or the United States Patent and Trademark Office, and (vi) with respect to any Letter of Credit Rights, the consent to the assignment of proceeds of the relevant letter of credit by the issuer or any nominated person in respect thereof, except to the extent that such Letter of Credit Right is a supporting obligation (as defined in the UCC) for any Collateral, all Liens of Agent in the Collateral are duly perfected, first priority Liens, subject only to Permitted Liens that are expressly allowed under the terms of this Agreement to have priority over the Agent’s Lien.

9.1.7. Not a Regulated Entity. No Obligor is an “investment company” within the meaning of the Investment Company Act of 1940. No Obligor is a “United States real property holding corporation” within the meaning of Section 897 of the Code and Treasure Regulations Section 1.897-2. No Obligor is subject to regulation by the Federal Communications Commission or a Public Utilities Commission or Public Service Commission of any state.

9.1.8. Financial Statements. The balance sheets, and related statements of income, cash flow and shareholder’s equity that have been and are hereafter delivered to Agent and the other Lender Parties, are prepared in accordance with GAAP, and fairly present the financial positions and results of operations of the Borrowers at the dates and for the periods indicated (subject, in the case of interim

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financial statements, to normal year-end adjustments and the absence of footnotes). All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on assumptions believed to be reasonable in light of the circumstances at such time. No financial statement delivered to the Agent or the other Lender Parties at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading.

9.1.9. Surety Obligations. Neither the Borrowers nor any other Obligor are obligated as surety or indenmitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

9.1.10. Taxes. The Borrowers and each other Obligor have filed or have caused to be filed all federal, state and local tax returns and other reports that it is required by law to file (subject to extensions), and have paid, or made provision for the payment of, all Taxes upon it, its income and its Properties that are due and payable, except to the extent being Properly Contested and subject to extensions. The provision for Taxes on the books of the Borrowers and each Obligor is adequate for all years not closed to audit by applicable statutes, and for its current Fiscal Year.

9.1.11. Brokers. There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents. The Borrowers agree to indenmify the Agent and the other Lender Parties and hold them harmless from any claim for any such fees or commissions from any Person.

9.1.12. Intellectual Property. The Borrowers and each other Obligor owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others (except as could not reasonably be expected to have a Material Adverse Effect). There is no pending or, to any Obligor’s knowledge, threatened Intellectual Property Claim with respect to the Borrowers or any other Obligor or any of their Property (including any Intellectual Property) that could reasonably be expected to have a Material Adverse Effect. Except (i) for licenses or similar agreements entered into in the Ordinary Course of Business and (ii) as disclosed on Schedule 9.1.12, as of the Closing Date, none of the Borrowers or any other Obligor thereof pays or owes any Royalty or other compensation to any Person with respect to any Intellectual Property. All registrations and applications for Intellectual Property owned by any Obligor as of the Closing Date are shown on Schedule 9.1.12.

9.1.13. Governmental Approvals. Each Obligor has, is in compliance with, and is in good standing with respect to, all Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

9.1.14. Compliance with Laws. Each Obligor has duly complied, and its Properties and business operations are in compliance, in all respects with all Applicable Laws, except where noncompliance could not reasonably be expected to have a Material Adverse Effect. There have been no citations, notices or orders of noncompliance issued to the Borrowers or any other Obligor under any Applicable Law, except where such noncompliance could not reasonably be expected to have a Material Adverse Effect. No Obligor appears on any list of “Specially Designated Nationals” or known or suspected terrorists that has been generated by the Office of Foreign Assets Control of the United States Department of Treasury (“OFAC”), nor is any Obligor a Person (i) whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) who engages in any dealings or transactions prohibited by Section 2 of such executive order, or, to its knowledge, is otherwise associated with any

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such person in any manner violative of Section 2 of such executive order, or (iii) subject to the limitations or prohibitions under any other OFAC regulation or executive order.

9.1.15. Compliance with Environmental Laws. Except as disclosed on Schedule 9.1.15, (i) to the knowledge of the Borrowers and each other Obligor, neither the Borrowers’ nor any other Obligors’ past or present operations or Facilities (whether owned, leased or operated) are subject to any federal, state or local investigation to determine whether any remedial action is needed to address any environmental pollution, hazardous material or environmental clean-up; (ii) none of the Obligors has received any Environmental Notice and (iii) to the knowledge of the Borrowers and each other Obligor, none of the Obligors has any material Contingent Obligation with respect to any Environmental Release, environmental pollution or hazardous material on any Real Estate now or previously owned, leased or operated by it.

9.1.16. Burdensome Contracts. None of the Obligors or any of their respective Subsidiaries is a party or subject to any contract, agreement or charter restriction that could reasonably be expected to have a Material Adverse Effect. As of the Closing Date, none of the Obligors or any of their respective Subsidiaries is party or subject to any Restrictive Agreement, except as shown on Schedule 9.1.16, none of which prohibit the execution or delivery of any Loan Documents by an Obligor nor the performance by an Obligor of any obligations thereunder.

9.1.17. Litigation. Except as shown on Schedule 9.1.17, there are no proceedings or investigations pending or, to the knowledge of any Obligor, threatened against any Obligor, or any of the businesses, operations or Properties of any Obligor, that (a) relate to any Loan Documents or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect. None of the Obligors is in default with respect to any order, injunction or judgment of any Governmental Authority.

9.1.18. No Defaults. No event or circumstance has occurred or exists that constitutes a Default or Event of Default. As of the Closing Date, none of the Obligors is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract; provided however, that for purposes of this Section 9.1.18 only, at any time after the Closing Date, clause (d) of the definition of “Material Contracts” shall be disregarded, and a Material Contract shall be understood to include, as of any date of determination, any Customer Agreement with a monthly revenue equal to or greater than 7.5% of the aggregate monthly revenues from all Customer Agreements.

9.1.19. ERISA. Except as disclosed on Schedule 9.1.19, none of the Obligors has any Multiemployer Plan or Foreign Plan. Each Obligor is in full compliance with the requirements of all Applicable Law, including ERISA, relating to each Multiemployer Plan and Foreign Plan. To the knowledge the Borrowers, no fact or situation exists that could reasonably be expected to result in a Material Adverse Effect in connection with any Multiemployer Plan or Foreign Plan. None of the Obligors or any of their respective Subsidiaries has any withdrawal liability in connection with a Multiemployer Plan or Foreign Plan.

9.1.20. Trade Relations. Since December 31, 2008, there has been no actual or, to the knowledge of the Borrowers, threatened (i) termination, (ii) limitation or (iii) modification of any business relationship between the Borrowers and any customer, or any group of customers, that individually or in the aggregate could reasonable be expected to have a Material Adverse Effect.

9.1.21. Labor Relations. Except as described on Schedule 9.1.21, as of the Closing Date, none of the Obligors is party to or bound by any collective bargaining agreement or other agreement to

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provide management services to the Obligors. There are no (i) material grievances, disputes or controversies with any union or other organization of the employees of the Borrowers or any other Obligor, or (ii) to the knowledge of any Obligor, any asserted or threatened strikes, work stoppages or demands for collective bargaining which, in either case, could reasonably be expected to have a Material Adverse Effect.

9.1.22. Payable Practices. As of the Closing Date, none of the Obligors has made any material adverse change in its historical accounts payable practices from those in effect on December 31, 2008.

9.1.23. Margin Stock. None of the Obligors is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by the Borrowers to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

9.1.24. Plan Assets. None of the Obligors is an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3 -101 of any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA or any “plan” (within the meaning of Section 4975 of the Code), and neither the execution of this Agreement nor the funding of any Loans gives rise to a prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code.

9.1.25. Solvency. Both before and after giving effect to (a) the Loans and the Loan Documents made or extended on the Closing Date or such other date as Loans requested hereunder are made or extended, (b) the disbursement of the proceeds of such Loans pursuant to the instructions of the Borrowers, (c) the incurrence of the Obligations by the Borrowers, and (d) the payment and accrual of all transaction costs in connection with the foregoing, the Obligors (taken as a whole) are Solvent.

9.1.26. Material Adverse Effect. Since December 31, 2008, no event has occurred or circumstance exists that has had or could reasonably be expected to have a Material Adverse Effect.

9.1.27. Potential Conflicts of Interest. Except as set forth on Schedule 9.1.27, as of the Closing Date, neither (a) the Borrowers, nor (b), to the knowledge of the Borrowers, any Affiliate of the Borrowers, or any of their respective Senior Officers or directors, (i) owns, directly or indirectly, any interest in (excepting passive holdings for investment purposes of not more than five percent (5%) of the securities of any publicly held and traded company), or is an officer, director, employee, or consultant of, any Person that is a competitor, lessor, lessee, customer, client or supplier of the Borrowers or any Affiliate of the Borrowers; (ii) owns, directly or indirectly, any interest in any tangible or intangible property used in or necessary to the business of the Borrowers or any Affiliate of the Borrowers; or (iii) has any cause of action or other claim whatsoever against any Borrower or any Affiliate of the Borrowers, or owes any amount to any Borrower or any Affiliate of the Borrowers, except for claims in the Ordinary Course of Business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements.

9.1.28. Customers.

(a) As of the Closing Date, Schedule 9.1.28 sets forth the 10 largest customers of the Borrowers (based on revenue) for the fiscal year ended 2008 and for the fiscal year to date, commencing on January 1, 2009 (“Material Customers”). Except as set forth on Schedule 9.1.28, as of the Closing Date: (i) all Material Customers continue to be customers of the Borrowers and no such Material Customers has materially reduced its business with the Borrowers from the levels achieved during Fiscal

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Year 2008, and the Borrowers have no knowledge that such reduction will occur; (ii) no Material Customer has terminated its relationship with either Borrower or, to the knowledge of the Borrowers, has threatened to do so; (iii) no Borrower is involved in any material claim, dispute or controversy with any Material Customer; and (iv) no Borrower is involved in any claim, dispute or controversy with any of its other customers that could reasonably be expected to have a Material Adverse Effect.

(b) Except as set forth as Schedule 9.1.28, each Customer Agreement of the Borrowers is fully assignable by the applicable Borrower, and no consent of any customer is required to effectuate any such assignment.

9.1.29. Commercial Tort Claims. As of the Closing Date, none of the Obligors has any interest in any Commercial Tort Claims.

9.1.30. Sublease. As of the Closing Date, the Borrowers have paid the rent due under the Sublease for the month of April.

9.2. Complete Disclosure.

No Loan Document contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein, in light of the circumstances when made, not materially misleading. There is no fact or circumstance known to the Borrowers or any other Obligor that the Obligors have failed to disclose to the Agent in writing that could reasonably be expected to have a Material Adverse Effect.

SECTION 10. COVENANTS AND CONTINUING AGREEMENTS

10.1. Affirmative Covenants. Until the Termination Date, the Borrowers shall:

10.1.1. Inspections; Appraisals.

(a) Permit the Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower, inspect, audit and make extracts from the Borrowers’ books and records, and discuss with its senior management Holdings’s or the Borrowers’ business, financial condition, assets, prospects and results of operations. The Lenders may participate in any such visit or inspection, at their own expense. Neither the Agent nor any Lender shall have any duty to Holdings or the Borrowers to make any inspection. To the extent any appraisal or other information is shared by Agent or a Lender with Holdings or the Borrowers, each of Holdings and the Borrowers acknowledge that it was prepared by Agent and Lenders for their purposes and none of the Borrowers or Holdings shall be entitled to rely upon it.

(b) Reimburse the Agent for all reasonable out-of-pocket charges, costs and expenses of the Agent in connection with examinations of the Borrowers’ and Holdings’s books and records or any other financial or Collateral matters as the Agent deems appropriate, up to two times per year; provided, however, that if an examination is initiated during a Default or Event of Default, all reasonable out-of-pocket charges, costs and expenses therefor shall be reimbursed by the Borrowers without regard to such limits. Subject to the foregoing, the Borrowers shall pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group. This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

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10.1.2. Financial and Other Information. Keep adequate records and books of account with respect to its business activities, in which proper entries are made in accordance with GAAP reflecting all financial transactions in all material respects; and furnish to the Agent and the Lenders:

(a) as soon as available, and in any event within 100 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on consolidated basis for Telx, which consolidated statements shall be audited and certified (without qualification as to scope, “going concern” or similar items other than such qualification due to the Loans being categorized as short-term debt) by KPMG or another firm of independent certified public accountants of recognized standing selected by the Borrowers and reasonably acceptable to the Agent and shall indicate, in the footnotes to the audited financial statements, (a) statements to the effect that (i) the Borrowers are separate legal entities from Telx and its other Affiliates, (ii) the Borrowers are set-up in bankruptcy remote structure and (iii) the Borrowers maintain their own Books and Records separate from Telx and its other Affiliates, and (b) the revenues, accounts receivable and bad debt expense generated by the Borrowers, reflected as a percentage of Telx;

(b) as soon as available, and in any event within 45 days after the end of each Fiscal Quarter (including the Fiscal Quarter occurring at the end of each Fiscal Year), unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income and cash flow for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated basis for the Borrowers, setting forth in comparative form (for balance sheets and statements of income and cash flow delivered for the period ending September 30, 2008 and thereafter) corresponding figures for the preceding Fiscal Year and for the operating budget and certified by the chief financial officer of each Borrower as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such Fiscal Quarter and period, subject to normal year end adjustments and the absence of footnotes;

(c) as soon as available, and in any event within 45 days after the end of each month, (i) unaudited balance sheets as of the end of such month and the related statements of income and cash flow for such month and for the portion of the Fiscal Year then elapsed, on consolidated basis for the Borrowers, setting forth in comparative form (for balance sheets and statements of income and cash flow delivered for the period ending September 30, 2008 and thereafter) corresponding figures for the preceding Fiscal Year and for the operating budget and certified by the chief financial officer of each Borrower as prepared in accordance with GAAP and fairly presenting the financial position and results of operations for such month and period, subject to normal year-end adjustments and the absence of footnotes, and (ii) the Monthly Customer Details Report for such period;

(d) concurrently with delivery of financial statements under clauses (a) and (b) above, or more frequently if requested by the Agent while a Default or Event of Default exists, a Compliance Certificate executed by the chief financial officer of each Borrower and concurrently with delivery of financial statements under clause (a), a management discussion and analysis;

(e) concurrently with delivery of financial statements under clause (c) above, a Monthly Compliance Certificate executed by the chief financial officer of each Borrower.

(f) concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to the Borrowers or any other Obligor by its accountants in connection with such financial statements;

(g) not later than fifteen (15) days following the beginning of each Fiscal Year, an operating budget of each Borrower’s consolidated balance sheets, results of operations, cash flow and Availability for such Fiscal Year, on a month by month basis;

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(h) promptly after the sending or filing thereof, copies of any regular, periodic and special reports or registration statements or prospectuses that the Borrowers file with the Securities and Exchange Commission, or any securities exchange; and copies of any press releases or other statements made available by the Borrowers to the public concerning material changes to or developments in the business of the Borrowers;

(i) promptly after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan; and

(j) such other reports and information (financial or otherwise) as the Agent may reasonably request from time to time in connection with any Collateral or any Borrower’s financial condition or business.

Simultaneously with retaining accountants for their annual audit, the Borrowers shall send a letter to the accountants, with a copy to the Agent and the Lenders, notifying the accountants that one of the purposes for retaining their services and obtaining audited financial statements is for use by the Agent and the Lenders. The Agent is authorized to send such notice if the Borrowers fail to do so for any reason.

10.1.3. Notices. Notify the Agent and the Lenders in writing, promptly after any Borrower’s obtaining knowledge thereof (but in no event later than two (2) Business Days), of any of the following that affects any Borrower: (i) the commencement of any proceeding or investigation, whether or not covered by insurance, that could reasonably be expected to have a Material Adverse Effect; (ii) any pending or threatened material labor dispute, strike or walkout, or the expiration of any material labor contract or any materially adverse change in any employment contract; (iii) any default or claim of default under or termination of a Material Contract by such Borrower or any counterparty thereto (other than any termination in accordance with its terms); (iv) the existence of any Default or Event of Default; (v) any judgment in an amount exceeding $1,000,000; (vi) the assertion of any Intellectual Property Claim if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (vii) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, Anti-Terrorism Laws or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (viii) any Environmental Release by such Borrower or on any Property owned, leased or occupied by such Borrower; or receipt of any Environmental Notice; (ix) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants; (x) any Change of Control; (xi) any opening or closing of an office or place of business otherwise permitted hereunder, at least 10 days prior to such opening or closing; and (xii) all final reports submitted to such Borrower by its accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems, including any comment letters delivered to management and all responses thereto.

10.1.4. Landlord Agreements and Colocation Agreements. Promptly notify the Agent in writing of any Borrower’s intent to amend, restate or supplement or enter into any new agreement between any Borrowers and any landlord or other Person that owns or controls any Facility and provide the Agent, at least 3 Business Days prior to execution of any definitive agreement with respect thereto (a “New Agreement”), with (a) copies of such New Agreement and (b) the opportunity to (i) review and comment on such New Agreement and (ii) with the Borrowers cooperation, contact and provide the Landlord with an agreement (a “Landlord/Lender Agreement”) pursuant to which such landlord recognizes Lenders’ rights in the Collateral. Notwithstanding the foregoing, Borrowers may execute and deliver such New Agreement upon the expiration of the 3 Business Days referred to above regardless of whether the Agent has reviewed or commented on such New Agreement or the landlord has executed any Landlord/Lender Agreement. provided that, (a) Borrowers deposit three months payments of rent and related variable expenses due under the New Agreement into the Blocked Account or (b) the Fixed

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Charge Coverage Ratio is equal to or greater than 1.25X, as calculated pursuant to Section 10.3.2 for two consecutive fiscal quarters. Upon compliance by the Borrowers with the requirements of clause (b) in the preceding sentence, the additional amounts deposited in the Blocked Account in excess of $3,000,000 shall be refunded to the Borrowers in accordance with the terms of the Blocked Account Agreement. For the avoidance of doubt, the parties hereto agree that Borrowers have no obligation to obtain an executed Landlord/Lender Agreement. Borrowers shall provide the Agent with copies of any New Agreement, promptly after execution thereof.

10.1.5. Compliance with Laws. Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, if any material Environmental Release occurs at or on any Properties of any Borrower, it shall act promptly and diligently to investigate and report to the Agent and, to the extent required by Environmental Laws, all appropriate Governmental Authorities the extent of, and to make appropriate remedial action to address, to the extent required by Environmental Laws, such Environmental Release, whether or not directed to do so by any Governmental Authority.

10.1.6. Taxes. Pay and discharge all Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested.

10.1.7. Interest Rate/Currency Fluctuations Protection. The Borrowers shall enter into, not later than September 30, 2009, an Interest Rate Hedging Agreement (which may be a Secured Hedging Agreement), which such Interest Rate Hedging Agreement shall be maintained (or be renewed) for a minimum of the term of the Loans, on an ISDA standard form with one or more Lenders or Affiliates thereof or, with respect to Interest Rate Hedging Agreements with third parties, with counterparties reasonably acceptable to Agent to hedge the interest rate with respect to not less than 50% of the principal amount of the Term Loan, in form and substance reasonably satisfactory to Agent.

10.1.8. Obligations under Real Estate Leases. Pay, on a timely basis, all rent and other amounts due under each Real Estate Lease, and otherwise maintain compliance in all material respects with the terms of each Real Estate Lease. Each Borrower shall, with one Business Day after receipt thereof, forward to the Agent a copy of any notice delivered to such Borrower or any other Obligor by any landlord or agent of any landlord under any Real Estate Lease with respect to any Facility.

10.1.9. Licenses. Keep each License necessary for the maintenance or use of any Collateral or any other material Property of the Borrowers in full force and effect (or a reasonable substitute or replacement therefor); promptly notify the Agent of any proposed modification to any such License at least 30 days prior to its effective date; pay all Royalties when due; and notify the Agent of any material default or breach asserted by any Person to have occurred under such License.

10.1.10. [Intentionally Omitted].

10.1.11. Single Purpose Entity/Separateness. Each Borrower represents, warrants and covenants that since its date of formation and until the Loan is paid in full:

(a) such Borrower has not and will not own any asset or property other than (i) (a) the Property, and (b) incidental personal property necessary for the ownership or operation of the Property in the case of Telx New York and 111 8th, or (ii) its limited liability company interest in Telx New York

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and 111 8th in the case of Parent, or (iii) its limited liability company interest in Parent in the case of Holdings;

(b) such Borrower has not and will not engage in any business other than the ownership, management and operation of the Facilities or its membership interest in Property or Holdings, as applicable, and such Borrower will conduct and operate its business as presently conducted and operated;

(c) such Borrower has and will maintain its books, records and bank accounts separate from those of any other Person;

(d) such Borrower has and will at all times hold itself out to the public and all other Persons as a legal entity separate from any other Person;

(e) such Borrower has and will file its own tax returns separate from those of any other Person, except to the extent that such Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law, and pay any taxes required to be paid under applicable law;

(f) such Borrower has not and will not commingle its assets with assets of any other Person;

(g) such Borrower has and will conduct its business only in its own name and comply with all organizational formalities necessary to maintain its separate existence;

(h) such Borrower has and will maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that such Borrower’s assets may be included in a consolidated financial statement of its Affiliate provided that (i) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of such Borrower from such Affiliate and to indicate that such Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on such Borrower’s own separate balance sheet;

(i) such Borrower has and will pay its own liabilities and expenses only out of its own funds;

(j) such Borrower has and will except for capital contributions or capital distributions permitted under the terms and conditions of its Organizational Document and properly reflected on the books and records of such Borrower, not enter into any transaction with an Affiliate of such Borrower except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction;

(k) such Borrower has and will maintain a sufficient number of employees in light of its contemplated business purpose and pay the costs of such employees, if any, only from its own funds;

(1) such Borrower has and will not hold out its credit or assets as being available to satisfy the obligations of any other Person, except to the extent as co-borrowers pursuant to this Agreement;

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(m) such Borrower has and will allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including for shared office space and for services performed by an employee of an affiliate;

(n) such Borrower has and will use separate invoices and checks bearing its own name and stationery that clearly identifies that the correspondence is being sent on behalf of such Borrower;

(o) such Borrower has not and will not pledge its assets to secure the obligations of any other Person, except to the extent as co-borrowers pursuant to this Agreement;

(p) such Borrower has and will correct any known misunderstanding regarding its separate identity and not identify itself as a department or division of any other Person;

(q) such Borrower has and will maintain adequate capital in light of its contemplated business purpose, transactions and liabilities; provided, however, that the foregoing shall not require any Person to make additional capital contributions to such Borrower;

(r) such Borrower has and will observe all Delaware limited liability company formalities;

(s) such Borrower has not and will not acquire any obligation or securities of the any Affiliate except for Parent’s ownership of Telx New York and 111 8th and Holdings’ ownership of Parent; and

(t) such Borrower has and will cause its manager, officers, agents and other representatives of such Borrower to act at all times in a manner consistent with and in furtherance of the foregoing and in the best interests of such Borrower.

(u) such Borrower has not and will not guarantee any obligation of any Person, including any Affiliate or become obligated for the debts of any other Person or hold out its credit as being available to pay the obligations of any other Person, except to the extent as co-borrowers pursuant to this Agreement;

(v) such Borrower has not and will not engage, directly or indirectly, in any business other than as permitted to be performed under its Organizational Document;

(w) such Borrower has not and will not incur, create or assume any indebtedness or liabilities other than indebtedness and liabilities incurred in the ordinary course of its business that are related to the operation of the Facilities and are expressly permitted under the Loan Documents;

(x) such Borrower has not and will not make or permit to remain outstanding any loan or advance to, or own or acquire any stock or securities of, any Person, except that such Borrower may invest in those investments permitted under the Loan Documents, if any;

(y) such Borrower has not and will not to the fullest extent permitted by law, engage in any dissolution, liquidation, consolidation, merger, sale or other transfer any of its assets other than as expressly permitted by this Agreement;

(z) such Borrower has not and will not buy or hold evidence of indebtedness issued by any other Person (other than cash or investment-grade securities);

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(aa) such Borrower has not and will not form, acquire or hold any subsidiary (whether corporate, partnership, limited liability company or other) or own any equity interest in any other entity other than Holdings’ interest in Parent and Parent’s interest in Telx New York and 111 8th;

(bb) such Borrower will not fail to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person.

(cc) such Borrower has been and will remain solvent and such Borrower will pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same shall become due;

(dd) such Borrower has and will maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(ee) such Borrower has had and shall have at least one (1) springing member, which, upon the dissolution of such sole member or the withdrawal or the disassociation of the sole member from such Borrower, shall immediately become the sole member of such Borrower, and the other of which shall become the sole member of such Borrower if the first such springing member no longer is available to serve as such sole member;

(ff) such Borrower has had and shall at all times have at least one duly appointed Independent Manager;

(gg) such Borrower has not and will not permit any Affiliate or constituent party independent access to its bank accounts; and

(hh) such Borrower has and shall compensate each of its consultants and agents from its funds for services provided to it and pay from its own assets all obligations of any kind incurred, to the extent it has sufficient funds to do so.

10.1.12. Certificate of Formation; Operating Agreement. Observe all of the separateness provisions and procedures of its certificate of formation, certificate of incorporation or limited liability company operating agreement, as applicable, as such provisions are in effect from time to time.

10.1.13. Exercise of Rights. The Borrowers shall enforce all of their material rights (under Material Contracts or otherwise), including, without limitation, all material indemnification rights, and pursue all material remedies available to the Borrowers (under Material Contracts or otherwise) with diligence and in good faith in connection with the enforcement of any such rights.

10.1.14. Assignment of Certain Customer Agreements. Use its commercially reasonable efforts to ensure that within 30 days from the Original Closing Date, each of the Customer Agreements listed as a “Contract Excluded from Assignment” on Schedule 9.1.28 attached hereto has been assigned to Telx New York.

10.1.15. Post Original Closing Date Deliverables. Within 14 days of the Original Closing Date, (i) amend the Blocked Account Agreement, in a manner reasonably satisfactory to the Agent, to allow for any payments due by Telx New York under the Sublease to be included in such Monthly Lease Payment Amount and Monthly Variable Payment Amount, as applicable; and (ii) deliver a Deposit Account Control Agreement (including, as applicable, a lockbox agreement) with respect to each

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account listed on Schedule 7.2.1 and an opinion of Paul Hastings Janofsky & Walker LLP with respect thereto, in each case substantially in the form of such item delivered to the Agent on the Original Closing Date.

10.2. Negative Covenants. Until such time as the Obligations have been Fully Paid after the Commitment Termination Date, no Borrower shall:

10.2.1. Permitted Debt. Create, incur, guarantee or suffer to exist any Debt, except:

(a) the Obligations;

(b) Debt evidenced by or incurred in connection with the 60 Hudson Letter of Credit, but only up to the amount of the 60 Hudson Letter of Credit;

(c) Permitted Purchase Money Debt;

(d) Debt that is not included in any of the preceding clauses of this Section 10.2.1, is not secured by a Lien and does not exceed $100,000 in the aggregate at any time; and

(e) Customary indemnification obligations incurred in connection with (i) the limited liability company agreements of each Borrower; (ii) Customer Agreements, and (iii) Real Estate Leases, and, in the case of (ii) and (iii), entered into in the Ordinary Course of Business.

10.2.2. Permitted Liens. Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):

(a) Liens in favor of the Agent or any Lender securing the Obligations;

(b) Purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Debt and so long as such Lien attaches only to the asset purchased or acquired and the proceeds thereof;

(c) Liens incurred or deposits made in connection with the 60 Hudson Letter of Credit, but only up to the amount of the 60 Hudson Letter of Credit;

(d) Liens for Taxes not yet due or being Properly Contested;

(e) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the Ordinary Course of Business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are being Properly Contested;

(f) Liens incurred or deposits made in the Ordinary Course of Business to secure the performance of tenders, bids, leases, contracts (except those relating to Debt), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts, as long as such Liens are at all times junior to the Agent’s Liens, provided that the aggregate amount of liability secured by such Liens does not exceed $250,000 in the aggregate at any time outstanding;

(g) easements, rights-of-way, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere with the Ordinary Course of Business; and

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(h) Liens incurred or deposits made in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other types of social security.

10.2.3. Distributions; Upstream Payments.

(a) Declare or make any Distributions, except Upstream Payments; or create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents or under Applicable Law.

(b) Notwithstanding anything to the contrary contained in this Section 10.2.3, if, on the date of delivery of the financial statements required to be delivered under Section 10.1.2(b) for each Fiscal Quarter after the Closing Date which is the end of a Semi-Annual Period, (i) the Blocked Account is funded with an amount at least equal to the requirements of Section 10.1.4, (ii) the combined balance sheets of the Borrowers certified pursuant to Section 10.1.2(b) show a positive cash balance of at least $3,000,000, in each case after giving effect to any mandatory prepayment required by Section 5.5(b)(ii) and any Distribution permitted pursuant to this Section 10.2.3(b), (iii) no Default or Event of Default has occurred and is continuing, and (iv) no Insolvency Proceeding has been commenced by or against Telx, the Borrowers may make a direct or indirect Distribution to Telx in an amount not to exceed 50% of the Excess Cash Flow, less any amounts required to be funded per (i) and (ii), for the Semi-Annual Period then ended, in each case which Distribution may be used to finance capital expenditures and for other general corporate purposes, provided however, that such Distribution may not be used as a Distribution to equity holders of Telx unless otherwise expressly permitted hereunder.

10.2.4. Investments and Acquisitions. Make any Investment, other than (i) Investments in Cash Equivalents that are subject to the Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent, (ii) Investments in negotiable instruments for collection, (iii) advances made in connection with purchases of goods or services in the ordinary course of business, and (iv) Investments received in settlement of amounts due to the Borrowers effected in the ordinary course of business or owing to the Borrowers as a result of Insolvency Proceedings involving an Account Debtor or upon the foreclosure or enforcement of any Lien in favor of the Borrowers.

10.2.5. Disposition of Assets. Make any Asset Disposition, except a Permitted Asset Disposition or a transfer of Property by a Borrower to any other Obligor.

10.2.6. Restrictions on Payment of Certain Debt.

(a) Optionally prepay, redeem, defease, purchase, or otherwise acquire any Debt of any Obligor, other than the Obligations in accordance with this Agreement, or

(b) make any voluntary prepayment of any outstanding Debt except with respect to the Obligations as required or permitted hereunder.

10.2.7. Fundamental Changes. (i) Merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions or (ii) change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization.

10.2.8. Partnerships, Joint Ventures. Enter into a partnership or joint venture.

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10.2.9. Capital Structure; Organizational Documents. (i) Issue any additional Equity Interests, or (ii) amend, modify or otherwise change any of its Organizational Documents as in effect on the Closing Date in a manner that is materially adverse to the Agent and the Lenders.

10.2.10. Tax Consolidation. File or consent to the filing of any consolidated income tax return with any Person other than the Borrowers.

10.2.11. Accounting Changes. Make any material change in accounting treatment or reporting practices, except as required by GAAP or as recommended by auditors or tax counsel of the Borrowers and in accordance with Section 1.3, or change its Fiscal Year.

10.2.12. Restrictive Agreements. Become a party to any Restrictive Agreement except (i) the Loan Documents; (ii) a Restrictive Agreement as in effect on the Closing Date and shown on Schedule 9.1.16 and any amendment, renewals or other modifications thereto which are not materially adverse to Agent or Lenders; (iii) a Restrictive Agreement relating to secured Debt permitted hereunder, if such restrictions apply only to the collateral for such Debt provided that any such restrictions do not conflict with the provisions under this Agreement and, if applicable to the Collateral, are not more restrictive than the provisions otherwise permitted under this Agreement; (iv) customary provisions in leases and other contracts restricting assignment thereof; and (v) any agreement permitted under this Agreement.

10.2.13. Material Contracts. No Obligor shall change, amend or modify the terms of any of the Material Contracts to the extent that such change, amendment or modification could have or result in a Material Adverse Effect. In addition, no Borrower shall change, amend or modify the terms of any Corporate Services Agreement to which it is a party without the prior written consent of the Agent.

10.2.14. Hedging Agreements. Enter into any Hedging Agreement, except for a Secured Hedging Agreement or any other Interest Rate Hedging Agreement meeting the requirements of Section 10.1.7.

10.2.15. Conduct of Business. Engage in any line of business, other than its business as conducted on the Closing Date and any activities incidental or related thereto.

10.2.16. Affiliate Transactions. Except as set forth on Schedule 10.2.16 with respect to Affiliate, no Borrower shall enter into or be party to any transaction with an Affiliate, except (a) transactions contemplated by the Loan Documents; and (b) transactions with Affiliates upon fair and reasonable terms and substantially similar to that which would be obtained in a comparable arm’s-length transaction with a non-Affiliate. All such transactions existing as of the Closing Date are described on Schedule 10.2.16. No Borrower shall enter into any lending or borrowing transaction with any employees of any other Obligor, except loans to their respective employees on an arm’s-length basis in the ordinary course of business consistent with past practices.

10.2.17. Holding Company. With respect to each of Holdings and Parent only, engage in any business other than (i) the holding of the Equity Securities of its Subsidiaries and such activities incidental and related thereto, (ii) the performance of its obligations under any of the Loan Documents to which it is a party, and (iii) with respect to Parent, its obligations under the Corporate Services Agreement.

10.2.18. Plans. Become party to any Multiemployer Plan or Foreign Plan, other than any in existence on the Closing Date.

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10.2.19. ERISA. No Borrower shall, or shall cause or permit any ERISA Affiliate to, cause or permit to occur (i) an event that could result in the imposition of a Lien under Section 412 of the IRC or Section 302 or 4068 of ERISA or (ii) an ERISA Event to the extent such ERISA Event would reasonably be expected to result in taxes, penalties and other liabilities in an aggregate amount in excess of $100,000 in the aggregate.

10.2.20. Anti-Terrorism Laws. No Borrower shall conduct, deal in or engage in or permit any Subsidiary or agent of such Borrower within its control to conduct, deal in or engage in any activity in violation of the Anti-Terrorism Laws. Borrower shall deliver to Agent and Lenders any certification or other evidence requested from time to time by Agent or any Lender, confirming each Borrower’s compliance with this Section 10.2.20.

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10.3. Financial Covenants. Until such time as the Obligations have been Fully Paid after the Commitment Termination Date, the Borrowers shall:

10.3.1. Maximum Funded Debt to Consolidated EBITDA Leverage Ratio. Cause the Funded Debt to Consolidated EBITDA Leverage Ratio for the period ended on each of the dates set forth below to be not greater than the ratio set forth opposite such date:

Fiscal Quarter End	Ratio
March 31, 2009	2.75 using the Normalized EBITDA for the months of October 2008, November 2008 and December 2008 and actual EBITDA for the months of January 2009, February 2009 and March 2009
June 30, 2009	2.50
September 30, 2009	2.25
December 31, 2009	2.00
March 31, 2010	2.00
June 30, 2010	2.00
September 30, 2010	1.75
December 31, 2010	1.75
March 31, 2011	1.50
June 30, 2011	1.50
September 30, 2011	1.50

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10.3.2. Minimum Fixed Charge Coverage Ratio. Cause the Fixed Charge Coverage Ratio for the period ended on each of the dates set forth below to be no less than the ratio set forth opposite such date:

Fiscal Quarter End	Ratio
March 31, 2009	1.15 using the Normalized EBITDA for the months of October 2008, November 2008 and December 2008 and actual EBITDA for the months of January 2009, February 2009 and March 2009
June 30, 2009	1.15
September 30, 2009	1.15
December 31, 2009	1.25
March 31, 2010	1.30
June 30, 2010	1.30
September 30, 2010	1.35
December 31, 2010	1.35
March 31, 2011	1.35
June 30, 2011	1.35
September 30, 2011	1.35

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10.3.3. Interest Coverage Ratio. Cause the Interest Coverage Ratio of the Borrowers for the period ended on each of the dates set forth below to be no less than the ratio set forth opposite such date:

Fiscal Quarter End	Ratio
March 31, 2009	3.25 using the Normalized EBITDA for the months of October 2008, November 2008 and December 2008 and actual EBITDA for the months of January 2009, February 2009 and March 2009
June 30, 2009	3.25
September 30, 2009	3.25
December 31, 2009	3.50
March 31, 2010	3.50
June 30, 2010	3.50
September 30, 2010	3.50
December 31, 2010	3.50
March 31, 2011	3.50
June 30, 2011	3.50
September 30, 2011	3.50

Each covenant contained in this Section 10.3 shall be tested on a quarterly basis as of the last day of each fiscal quarter of the Borrowers; provided, however, for the covenant contained in Section 10.3.2, Fixed Charges shall be calculated based on the previous twelve months results.

SECTION 11. EVENTS OF DEFAULT; REMEDIES ON DEFAULT

11.1. Events of Default. Each of the following shall be an “Event of Default” hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

(a) The Borrowers fail to make any payment of principal when due or interest within one Business Day of such Obligation becoming due (in each case, whether at stated maturity, on demand, upon acceleration or otherwise), or fail to pay any other Obligation within five Business Days of such Obligation becoming due;

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(b) Any representation, warranty or other written statement of any Obligor made in connection with the Original Loan Agreement, hereunder or any other Loan Document or in any certificate or report furnished in connection therewith is incorrect or misleading in any material respect when given or deemed given;

(c) The Borrowers breach or fail to perform any covenant contained in Section 2.5, 7.2, 8.1, 8.3, 8.4, 8.5, 10.1.1(a), 10.1.2(a)-(f), 10.1.4, 10.1.8, 10.1.9, 10.1.15, 10.2, or 10.3;

(d) Telx breaches its obligations and covenants contained in the certificate executed and delivered pursuant to Section 6.2(e).

(e) Any Obligor breaches or fails to perform any other covenant contained in any Loan Documents and such breach, failure or default is not cured within 30 days after a Senior Officer of such Obligor has knowledge thereof or receives notice thereof from Agent, whichever is sooner; provided, however, that such notice and opportunity to cure shall not apply if the breach or failure to perform or default is not capable of being cured within such period or is a willful breach by an Obligor;

(f) Any Obligor denies or contests the validity or enforceability of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to the Agent; or any Loan Document delivered by an Obligor ceases to be valid, enforceable or in full force or effect for any reason (other than a waiver or release by the Agent and Lenders);

(g) Any breach or default of an Obligor occurs under any document, instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Debt (other than the Obligations) in excess of $1,000,000 in the aggregate, if the maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach;

(h) Any judgment or order for the payment of money is entered against an Obligor in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Obligors, $1,000,000 (net of any insurance coverage therefor acknowledged in writing by the insurer), unless paid within 30 days thereof or a stay of enforcement of such judgment or order is in effect, by reason of a pending appeal or otherwise;

(i) Any loss, theft, damage or destruction occurs with respect to any Collateral if the amount not covered by insurance exceeds $1,000,000;

(j) Any Obligor is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of its business; there is a cessation of any material part of an Obligor’s business for a material period of time; any material portion of the Collateral of an Obligor is taken or impaired through condemnation; any Obligor agrees to or commences any liquidation, dissolution or winding up of its affairs; or the Borrowers, taken as a whole, cease to be Solvent;

(k) (i) Any Insolvency Proceeding is commenced by any Obligor; (ii) an Insolvency Proceeding is commenced against any Obligor and such Obligor consents to the institution of the proceeding against it, the petition commencing the proceeding is not timely controverted by such Obligor, such petition is not dismissed within 60 days after its filing, or an order for relief is entered in the proceeding; a trustee (including an interim trustee) is appointed to take possession of any substantial Property of or to operate any of the business of any Obligor; or (iii) any Obligor makes an offer of settlement, extension or composition to its unsecured creditors generally;

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(l) A Reportable Event occurs that constitutes grounds for termination by the Pension Benefit Guaranty Corporation of any Multiemployer Plan or appointment of a trustee for any Multiemployer Plan; any Multiemployer Plan is terminated or any such trustee is requested or appointed; any Obligor is in “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan resulting from any withdrawal therefrom; or any event similar to the foregoing occurs or exists with respect to a Foreign Plan;

(m) Any Obligor or any of its Senior Officers is convicted for (i) a felony committed in the conduct of such Obligor’s business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act);

(n) Any event occurs that could reasonably be expected to result in a Material Adverse Effect; or

(o) A Change of Control occurs.

11.2. Remedies upon Event of Default. If any Event of Default occurs and is continuing, the Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the Commitments of each Revolving Lender to make Loans and any obligation of the L/C Issuers to make L/C Credit Extensions to be terminated, whereupon such Commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers and each other Obligor;

(c) require that the Borrowers deliver to Agent Cash Collateral to cash collateralize the aggregate amount of the Letter of Credit Obligations (in an amount equal to one hundred five percent (105%) of the aggregate Letter of Credit Obligations as of such date); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; and

(e) foreclose and sell, or cause to be foreclosed and sold, the Collateral, improvements and personal property described in any Loan Document, in accordance with the terms and such provisions of such Loan Document and as provided by law;

provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect to any of the Obligors under the Bankruptcy Code or the occurrence of any Event of Default described in Section 11.1(j), the obligation of each Lender to make Loans and any obligation of the L/C Issuer to issue Letters of Credit shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers or any other Obligor to cash collateralize the aggregate amount of the Letter of Credit Obligations as aforesaid shall automatically become effective, in each case without further act of the Agent, any Lender, L/C Issuer or any other Secured Party.

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11.3. Consent to Receiver. Without limiting the generality of the foregoing or limiting in any way the rights of the Secured Parties and the Agent under the Loan Documents or otherwise under Applicable Laws, at any time after the occurrence, and during the continuance, of an Event of Default, the Agent, at the direction of the Required Lenders, shall be entitled to apply for and have a receiver or receiver and manager appointed under state or federal law by a court of competent jurisdiction in any action taken by the Agent or the Secured Parties to enforce their rights and remedies hereunder and under the Collateral Documents in order to manage, protect, preserve, sell and otherwise dispose of all or any portion of the Collateral and continue the operation of the business of the Obligors or any of them, and to collect all revenues and profits thereof and apply the same to the payment of all reasonable expenses and other charges of such receivership, including the reasonable compensation of the receiver, and to the payment of the Loans and other Obligations until a sale or other disposition of such Collateral shall be finally made and consummated. THE BORROWERS HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY RIGHT TO OBJECT TO OR OTHERWISE CONTEST THE APPOINTMENT OF A RECEIVER AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT (AFTER THE EXPIRATION OF ANY APPLICABLE GRACE PERIOD) AND ACCELERATION OF THE LOANS AND OBLIGATIONS, AS PROVIDED ABOVE. THE BORROWERS GRANT SUCH WAIVER AND CONSENT KNOWINGLY AFTER HAVING DISCUSSED THE IMPLICATIONS THEREOF WITH COUNSEL, ACKNOWLEDGE THAT THE UNCONTESTED RIGHT TO HAVE A RECEIVER APPOINTED FOR THE FOREGOING PURPOSES IS CONSIDERED ESSENTIAL BY THE AGENT AND THE SECURED PARTIES IN CONNECTION WITH THE ENFORCEMENT OF THEIR RIGHTS AND REMEDIES HEREUNDER AND UNDER THE SECURITY DOCUMENTS AND OTHER LOAN DOCUMENTS, AND THE AVAILABILITY OF SUCH APPOINTMENT AS A REMEDY UNDER THE FOREGOING CIRCUMSTANCES WAS A MATERIAL FACTOR IN INDUCING THE SECURED PARTIES TO PROVIDE (AND COMMIT TO PROVIDE) FINANCIAL ACCOMMODATIONS TO THE BORROWERS, AND AGREES TO COOPERATE FULLY WITH THE AGENT AND THE SECURED PARTIES IN CONNECTION WITH THE ASSUMPTION AND EXERCISE OF CONTROL BY THE RECEIVER OVER ALL OR ANY PORTION OF THE COLLATERAL AND PROPERTY OF THE BORROWERS AND THE OTHER OBLIGORS. NO RIGHT CONFERRED UPON SECURED PARTIES OR THE AGENT HEREBY OR BY ANY SECURITY DOCUMENT, THE NOTES OR ANY OTHER LOAN DOCUMENT SHALL BE EXCLUSIVE OF ANY OTHER RIGHT REFERRED TO HEREIN OR THEREIN OR NOW OR HEREAFTER AVAILABLE AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE.

11.4. License. The Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of each Obligor in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. The rights and interests of the Borrowers and any other Obligor under Intellectual Property shall inure to the Agent’s benefit.

11.5. Setoff. The Agent, the Lender Parties and their respective Affiliates are each authorized by the Borrowers at any time during an Event of Default, without notice to the Borrowers or any other Person (but subject to the provisions of Section 12.1.5), and regardless of the adequacy of any Collateral to set off and to appropriate and apply any deposits (general or special), funds, claims, obligations, liabilities or other Debt at any time held or owing by the Agent, any such Lender Party or any such Affiliate to or for the account of any Obligor against any Obligations, whether or not demand for payment of such Obligation has been made, any Obligations have been declared due and payable, are then due, or are contingent or unmatured, or the Collateral or any guaranty or other security for the Obligations is adequate.

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11.6. Remedies Cumulative; No Waiver.

11.6.1. Cumulative Rights. All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of the Borrowers and each other Obligor contained in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of the Agent and the Lender Parties are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that the Agent and the Lender Parties may have, whether under any agreement, by law, at equity or otherwise.

11.6.2. Waivers. The failure or delay of the Agent or any Lender to require strict performance by the Borrowers or any other Obligor with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until the Termination Date. No modification of any terms of any Loan Documents (including any waiver thereof) shall be effective, unless such modification is specifically provided in a writing directed to the Borrowers and executed by the Agent or the requisite Lender Parties, and such modification shall be applicable only to the matter specified. No waiver of any terms of any Loan Document, Default or Event of Default shall constitute a waiver of any other terms of any Loan Document, Default or Event of Default that may exist at such time, unless expressly stated. If the Agent or any other Lender Party accepts performance by any Obligor under any Loan Documents in a manner other than that specified therein, or during any Default or Event of Default, or if the Agent or any other Lender Party shall delay or exercise any right or remedy under any Loan Documents, such acceptance, delay or exercise shall not operate to waive any Default or Event of Default nor to preclude exercise of any other right or remedy. It is expressly acknowledged by the Borrowers that any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.

11.7. Post-Default Allocation of Payments.

11.7.1. Allocation. Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:

(a) first, to all costs and expenses, including Extraordinary Expenses, due and owing to the Agent and all amounts for which the Agent is entitled to indemnification under the Loan Documents and all advances made by the Agent thereunder for the account of the applicable Lender Party;

(b) second, to all amounts due and owing to the Agent with respect to Protective Advances;

(c) third, to all amounts due and owing to the L/C Issuer,

(d) fourth, ratably, to all Obligations constituting fees due and owing to the Agent, the Lenders, the Agent or the Lenders in respect of Letter of Credit Obligations;

(e) fifth, ratably, to all Obligations constituting accrued and unpaid interest due and owing to the Agent and the Lenders and to that portion of the Obligations under Secured Hedging Agreements corresponding to interest;

(f) sixth, ratably, to the payment of the principal amount of the Loans and to that portion of the Obligations under Secured Hedging Agreements corresponding to principal or termination payments;

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(g) seventh, to provide Cash Collateral for Contingent Obligations and for Letters of Credit and related Letter of Credit Obligations;

(h) eighth, to all other Obligations then due and owing; and

(i) thereafter, to the extent of any excess of such monies, to the payment to or upon the order of the Borrowers or to whosoever may be lawfully entitled to receive the same under Applicable Law or as a court of competent jurisdiction may direct.

Amounts used to cash collateralize the aggregate amount of Letters of Credit and Letter of Credit Obligations pursuant to clause (g) above shall first be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired and all Letter or Credit Obligations have been satisfied in full pursuant hereto, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above and, if no Obligations remain outstanding, in accordance with clause (i) above. Amounts shall be applied to each category of Obligations set forth above until payment in full thereof and then to the next category. If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category. The allocations set forth in this Section are solely to determine the rights and priorities of the Agent and the Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor. This Section is not for the benefit of or enforceable by the Borrowers.

11.7.2. Erroneous Application. The Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender or L/C Issuer, such Lender or L/C Issuer, as applicable, hereby agrees to return it).

SECTION 12. AGENT

12.1. Appointment, Authority and Duties of Agent.

12.1.1. Appointment and Authority. Each Lender appoints and designates CIT as Agent hereunder. Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the pro rata benefit of Lenders. Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized and binding upon all Lenders. Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; and (e) exercise all rights and remedies given to Agent with respect to any Collateral under the Loan Documents, Applicable Law or otherwise. The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto.

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12.1.2. Duties. Agent shall not have any duties except those expressly set forth in the Loan Documents, nor be required to initiate or conduct any Enforcement Action except to the extent directed to do so by Required Lenders while an Event of Default exists. The conferral upon Agent of any right shall not imply a duty on Agent’s part to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement.

12.1.3. Agent Professionals. Agent may perform its duties through agents and employees. Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional. Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

12.1.4. Instructions of Required Lenders. The rights and remedies conferred upon Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law. Agent may request instructions from Required Lenders or Revolving Required Lenders, as applicable, with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 against all Claims that could be incurred by Agent in connection with any act. Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Agent shall not incur liability to any Person by reason of so refraining. Instructions of Required Lenders or Revolving Required Lenders, as applicable, shall be binding upon all Lenders, and no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting in accordance with the instructions of Required Lenders or Revolving Required Lenders, as applicable. Notwithstanding the foregoing, instructions by and consent of all Lenders shall be required in the circumstances described in Section 14.1.1, and in no event shall Required Lenders or Revolving Required Lenders, without the prior written consent of each Lender, direct Agent to accelerate and demand payment of Loans held by one Lender without accelerating and demanding payment of all other Loans, nor to terminate the Commitments of one Lender without terminating the Commitments of all Lenders. In no event shall Agent be required to take any action that, in its opinion, is contrary to Applicable Law or any Loan Documents or could subject any Agent Indemnitee to personal liability.

12.1.5. Restrictions on Actions by Lenders; Sharing of Payments. Each of the Lenders agrees that it shall not, without notice to the Agent, setoff against the Obligations, any amounts owing by the Borrowers to such Lender or owed by any other Obligor or from any Excluded Accounts of Borrowers now or hereafter maintained with such Lender. Each Lender further agrees that it shall not setoff against the Obligations any amounts in any Deposit Accounts (other than Excluded Accounts) now or hereinafter maintained with such Lender of the Borrowers without the written consent of the Agent. Each of the Lenders further agrees that it shall not, unless specifically authorized to do so in writing by Agent, take or cause to be taken any action, including, the commencement of any legal or equitable proceedings, to foreclose any Lien on, or otherwise enforce any security interest in, any of the Collateral.

12.2. Agreements Regarding Collateral.

12.2.1. Lien Releases; Care of Collateral. Lenders authorize Agent to release any Lien with respect to any Collateral (i) upon the Termination Date, (ii) that is the subject of an Asset Disposition which the Borrowers certify in writing to Agent is a Permitted Asset Disposition (and Agent may rely conclusively on any such certificate without further inquiry or Agent may challenge any such certification), (iii) that does not constitute all or substantially all of the Collateral, or (iv) with the written consent of all Lenders. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by the Borrowers or any other Obligor, or is cared for, protected, insured or

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encumbered, nor to assure that Agent’s Liens have been properly created, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral.

12.2.2. Possession of Collateral. Agent and each Lender appoint each other Lender as agent for the purpose of perfecting Liens (for the benefit of Secured Parties) in any Collateral that, under the UCC or other Applicable Law, can be perfected only by possession or control. If any Lender obtains possession of any such Collateral, it shall notify Agent thereof and, promptly upon Agent’s request, deliver such Collateral to Agent or otherwise deal with such Collateral in accordance with Agent’s instructions.

12.2.3. Reports. Agent shall, upon receipt thereof, forward to each Lender copies of the results of any examination or any appraisal prepared by or on behalf of Lenders at the request of the Lenders with respect to any Obligor or Collateral (“Report”). Each Lender agrees (i) that neither CIT Lending Services Corporation nor the Agent makes any representation or warranty as to the accuracy or completeness of any Report, and shall not be liable for any information contained in or omitted from any Report; (ii) that the Reports are not intended to be comprehensive audits or examinations, and that Agent or any other Person performing any audit or examination will inspect only specific information regarding Obligations or the Collateral and will rely significantly upon the Borrowers’ books and records as well as upon representations of the officers and employees of the Borrowers and the other Obligors; and (iii) to keep all Reports confidential and strictly for such Lender’s internal use, and not to distribute any Report (or the contents thereof) to any Person (except to such Lender’s Participants, attorneys and accountants) or use any Report in any manner other than administration of the Loans and other Obligations. Each Lender agrees to indemnify and hold harmless Agent and any other Person preparing a Report from any action such Lender may take as a result of or any conclusion it may draw from any Report, as well as any Claims using in connection with any third parties that obtain all or any part of a Report through such Lender.

12.3. Reliance By Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any certification, notice or other communication (including those by telephone, telex, telegram, telecopy or e-mail) believed by it to be genuine and correct and to have been signed, sent or made by the proper Person, and upon the advice and statements of Agent Professionals.

12.4. Action Upon Default. Agent shall not be deemed to have knowledge of any Default or Event of Default unless it has received written notice from a Lender or any Borrower specifying the occurrence and nature thereof. If any Lender acquires knowledge of a Default or Event of Default, it shall promptly notify Agent and the other Lenders thereof in writing. Each Lender agrees that except as otherwise provided in any Loan Documents or with the written consent of Agent and Required Lenders, it will not accelerate the Obligations or seek to exercise separate remedies against the Collateral. Any Lender may individually take any other Enforcement Action with respect to matured Obligations to it and may exercise any right that it might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. Notwithstanding the foregoing, however, a Lender may take action to preserve or enforce its rights against an Obligor where a deadline or limitation period is applicable that would, absent such action, bar enforcement of Obligations held by such Lender, including the filing of proofs of claim in an Insolvency Proceeding.

12.5. Ratable Sharing. If any Lender shall obtain any payment or reduction of any Obligation, whether through set-off or otherwise, in excess of its share of such Obligation, determined on a pro rata basis or in accordance with Section 11.7, as applicable, such Lender shall forthwith purchase from Agent and the other Lenders such participations in the affected Obligation as are necessary to cause the purchasing Lender to share the excess payment or reduction on a pro rata basis or in accordance with Section 11.7, as applicable. If any of such payment or reduction is thereafter recovered from the

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purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

12.6. Indemnification of Agent Indemnitees.

12.6.1. Indemnification. EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE; PROVIDED, HOWEVER, NO TERM LOAN LENDER SHALL BE LIABLE TO ANY AGENT INDEMNITEE IN RESPECT OF ANY LETTER OF CREDIT GUARANTY. If Agent is sued by any receiver, trustee in bankruptcy, debtor-in-possession or other Person for any alleged preference from an Obligor or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by Lenders to the extent of each Lender’s Pro Rata Share.

12.6.2. Proceedings. Without limiting the generality of the foregoing, if at any time (whether prior to or after the Commitment Termination Date) any proceeding is brought against any Agent Indemnitees by an Obligor, or any Person claiming through an Obligor, to recover damages for any act taken or omitted by Agent in connection with any Obligations, Collateral, Loan Documents or matters relating thereto, or otherwise to obtain any other relief of any kind on account of any transaction relating to any Loan Documents, each Lender agrees to indemnify and hold harmless Agent Indemnitees with respect thereto and to pay to Agent Indemnitees such Lender’s Pro Rata Share of any amount that any Agent Indemnitee is required to pay under any judgment or other order entered in such proceeding or by reason of any settlement, including all interest, costs and expenses (including attorneys’ fees) incurred in defending same. In Agent’s discretion, Agent may reserve for any such proceeding, and may satisfy any judgment, order or settlement, from proceeds of Collateral prior to making any distributions of Collateral proceeds to Lenders.

12.6.3. Limitation of Liability. No claim may be made by the Borrowers or Obligors against the Agent Indemnitees or any Lender for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement or any other Loan Documents or any act, omission or event occurring in connection therewith; and the Borrowers hereby irrevocably waive, release and agree not to sue upon any claim for any such damages whether or not accrued and whether or not known or suspected to exist in its favor.

12.7. Limitation on Responsibilities of Agent. Agent shall not be liable to Lenders for any action taken or omitted to be taken under the Loan Documents, except for losses directly and solely caused by Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable decision. Agent does not assume any responsibility for any failure or delay in performance or any breach by any Obligor or Lender of any obligations under the Loan Documents. Agent does not make to Lenders any express or implied warranty, representation or guarantee with respect to any Obligations, Collateral, Loan Documents or Obligor. No Agent Indemnitee shall be responsible to Lenders for any recitals, statements, information, representations or warranties contained in any Loan Documents; the execution, validity, genuineness, effectiveness or enforceability of any Loan Documents; the genuineness, enforceability, collectibility, value, sufficiency, location or existence of any Collateral, or the validity, extent, perfection or priority of any Lien therein; the validity, enforceability or collectibility of any Obligations; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor or Account Debtor. No Agent

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Indemnitee shall have any obligation to any Lender to ascertain or inquire into the existence of any Default or Event of Default, the observance or performance by any Obligor of any terms of the Loan Documents, or the satisfaction of any conditions precedent contained in any Loan Documents.

12.8. Successor Agent and Co-Agents.

12.8.1. Resignation; Successor Agent. Subject to the appointment and acceptance of a successor Agent as provided below, Agent may resign at any time by giving at least thirty (30) days written notice thereof to Lenders and Borrowers. Upon receipt of such notice, Required Lenders shall have the right to appoint a successor Agent which shall be (a) a Lender or an Affiliate of a Lender; or (b) a financial institution that is organized under the laws of the United States or any state or district thereof, has a combined capital surplus of at least $200,000,000 and (provided no Default or Event of Default exists) is reasonably acceptable to Borrowers. If no successor agent is appointed prior to the effective date of the resignation of Agent, then Agent may appoint a successor agent from among Lenders (and if no such Lender agrees to act as Agent then the Required Lenders shall become the Agent and exercise the rights thereof until a successor Agent is appointed). Upon acceptance by a successor Agent (or the Required Lenders assuming the duties of Agent as aforesaid) of an appointment to serve as Agent hereunder, such successor Agent shall thereupon succeed to and become vested with all the powers and duties of the retiring Agent without further act, and the retiring Agent shall be discharged from its duties and obligations hereunder but shall continue to have the benefits of the indemnification set forth in Sections 12.6 and 14.2. Notwithstanding any Agent’s resignation, the provisions of this Section 12 shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while Agent. Any successor by merger or acquisition of the stock or assets of CIT shall continue to be the Agent hereunder without further act on the part of the parties hereto, unless such successor resigns as provided above. In the event that the Required Lenders act as Agent pursuant to this Section 12.8.1, such Required Lenders shall be indemnified hereunder as if such Required Lenders were named as the Agent hereunder.

12.8.2. Separate Collateral Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, Agent may appoint an additional Person who is not so limited, as a separate collateral agent or co-collateral agent. If Agent so appoints a collateral agent or co-collateral agent, each right and remedy intended to be available to Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as Agent. Lenders shall execute and deliver such documents as Agent deems appropriate to vest any rights or remedies in such agent. If any collateral agent or co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.

12.9. Due Diligence and Non-Reliance. Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Loans hereunder. Each Lender has made such inquiries concerning the Loan Documents, the Collateral and each Obligor as such Lender feels necessary. Each Lender further acknowledges and agrees that the other Lenders and Agent have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Lender will, independently and without reliance upon the other Lenders or Agent, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans, and in taking or refraining from any action under any Loan Documents. Except for

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notices, reports and other information expressly requested by a Lender, Agent shall have no duty or responsibility to provide any Lender with any notices, reports or certificates furnished to Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of Agent or any of Agent’s Affiliates.

12.10. Replacement of Certain Lenders. In the event that any Lender (i) fails to fund its Pro Rata Share of any Loan or Letter of Credit Obligation hereunder, and such failure is not cured within two Business Days, (ii) defaults in performing any of its obligations under the Loan Documents, or (iii) fails to give its consent to any amendment, waiver or action for which consent of all Lenders was required and Required Lenders consented, (iv) requests reimbursement for amounts owing pursuant to Section 3.6, 3.7 or 5.11, or (v) gives notice pursuant to Section 3.5 hereof, then, in addition to any other rights and remedies that any Person may have, Borrower may, on notice to Agent and such Lender and the Agent may, by notice to such Lenders, in each case within 120 days after such event, require such Lender to assign all of its rights and obligations under the Loan Documents to Eligible Assignee(s) specified by the Agent, pursuant to appropriate Assignment and Acceptance(s) and within 20 days after such notice. Agent is irrevocably appointed as attorney-in-fact to execute any such Assignment and Acceptance if the Lender fails to execute same. Such Lender shall be entitled to receive, in cash, concurrently with such assignment, all amounts owed to it under the Loan Documents, including all principal, interest and fees through the date of assignment (but excluding any prepayment charge).

12.11. Remittance of Payments and Collections.

12.11.1. Remittances Generally. All payments by any Lender to Agent shall be made by the time and on the day set forth in this Agreement, in immediately available funds. If no time for payment is specified or if payment is due on demand by Agent and request for payment is made by Agent by 11:00 a.m. (New York City time) on a Business Day, payment shall be made by Lender not later than 2:00 p.m. (New York City time) on such day, and if request is made after 11:00 a.m. (New York City time), then payment shall be made by 11:00 a.m. (New York City time) on the next Business Day. Payment by Agent to any Lender shall be made promptly after receipt thereof from the Borrowers by wire transfer, in the type of funds received by Agent. Any such payment shall be subject to Agent’s right of offset for any amounts due from such Lender under the Loan Documents.

12.11.2. Failure to Pay. If any Lender fails to pay any amount when due by it to Agent pursuant to the terms hereof, such amount shall bear interest from the due date until paid at the rate determined by Agent as customary in the banking industry for interbank compensation. In no event shall the Borrowers or any other Obligor be entitled to receive credit for any interest paid by a Lender to Agent.

12.11.3. Recovery of Payments. If Agent pays any amount to a Lender in the expectation that a related payment will be received by Agent from an Obligor and such related payment is not received, then Agent may recover such amount from each Lender that received it. If Agent determines at any time that an amount received under any Loan Document must be returned to an Obligor or paid to any other Person pursuant to Applicable Law or otherwise, then, notwithstanding any other term of any Loan Document, Agent shall not be required to distribute such amount to any Lender. If any amounts received and applied by Agent to any Obligations are later required to be returned by Agent pursuant to Applicable Law, Lenders shall pay to Agent, on demand, such Lender’s Pro Rata Share of the amounts required to be returned.

12.12. Agent in its Individual Capacity. As a Lender, CIT shall have the same rights and remedies under the other Loan Documents as any other Lender, and the terms “Lenders,” “Required Lenders” or any similar term shall include CIT in its capacity as a Lender. Each of CIT and its Affiliates

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may accept deposits from, maintain deposits or credit balances for, invest in, lend money to, act as trustee under indentures of, serve as financial or other advisor to, and generally engage in any kind of business with, Obligors and their Affiliates, as if CIT were any other bank, without any duty to account therefor (including any fees or other consideration received in connection therewith) to the other Lenders. In their individual capacity, CIT and its Affiliates may receive information regarding Obligors, their Affiliates and their Account Debtors (including information subject to confidentiality obligations), and each Lender agrees that CIT and its Affiliates shall be under no obligation to provide such information to Lenders, if acquired in such individual capacity and not as Agent hereunder.

12.13. Agent Titles. Each Lender, other than CIT, that is designated (on the cover page of this Agreement or otherwise) by CIT as an “Agent” of any type shall not have any right, power, responsibility or duty under any of the Loan Documents other than those applicable to all Lenders, and shall in no event be deemed to have any fiduciary relationship with any other Lender.

12.14. No Third Party Beneficiaries. This Section 12 is an agreement solely among Lenders and Agent, and does not confer any rights or benefits upon the Borrowers, any other Obligor or any other Person (other than Indemnitiees). As between the Borrowers and Agent, any action that Agent may take under any Loan Documents shall be conclusively presumed to have been authorized and directed by Lenders as herein provided.

SECTION 13. BENEFIT OF AGREEMENT; ASSIGNMENTS AND PARTICIPATIONS

13.1. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrowers, the other Obligors party hereto, the Agent and the Lenders and their respective successors and assigns, except that (a) none of the Borrowers or the other Obligors shall have the right to assign its rights or delegate its obligations under any Loan Documents, and (b) any assignment by a Lender must be made in compliance with Section 13.3. The Agent may treat the Person which made any Loan as the owner thereof for all purposes until such Person makes an assignment in accordance with Section 13.3. Any authorization or consent of a Lender shall be conclusive and binding on any subsequent transferee or assignee of such Lender.

13.2. Participations.

13.2.1. Permitted Participants; Effect. Any Lender may, in the ordinary course of its business and in accordance with Applicable Law, at any time sell to one or more financial institutions (each a, “Participant”) a participating interest in the rights and obligations of such Lender under any Loan Documents. Despite any sale by a Lender of participating interests to a Participant, such Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall remain solely responsible to the other parties hereto for performance of such obligations, such Lender shall remain the holder of its Loans and Commitments for all purposes, all amounts payable by Borrowers or any other Obligor shall be determined as if such Lender had not sold such participating interests, and Borrowers and Agent shall continue to deal solely and directly with such Lender in connection with the Loan Documents. Each Lender shall be solely responsible for notifying its Participants of any matters under the Loan Documents, and Agent and the other Lenders shall not have any obligation or liability to any such Participant. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.11 unless Borrowers are notified of such participation. In connection with a participation, the Agent and the Lenders will have the right to disclose to such Participant any information regarding the Borrowers, the other Obligors or the Loans which has now or may hereafter be provided to or obtained by the Agent or the Lender Parties subject to the confidentiality provisions hereof. The rights of any Participant only shall be derivative through the Lender with whom such Participant participates and no Participant shall have any rights under this Agreement or the other Loan Documents or any direct

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rights as to the other Lenders, Agent, the Borrowers the other Obligors, the collections of the Borrowers, any other Obligor, the Collateral, or otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by the Lenders among themselves. No costs incurred in connection with the sale of a participating interest by any Lender shall be borne by any Borrower or the Agent.

13.2.2. Voting Rights. Each Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, waiver or other modification of any Loan Documents other than that which forgives principal, interest or fees, reduces the stated interest rate or fees payable with respect to any Loan or Commitment in which such Participant has an interest, postpones the Commitment Termination Date or any date fixed for any regularly scheduled payment of principal, interest or fees on such Loan or Commitment, or releases Borrowers or a substantial portion of the Collateral.

13.2.3. Benefit of Set-Off. The Borrowers agree that each Participant shall have a right of set-off in respect of its participating interest to the same extent as if such interest were owing directly to a Lender, and each Lender shall also retain the right of set-off with respect to any participating interests sold by it. By exercising any right of set-off, a Participant agrees to share with Lenders all amounts received through its set-off, in accordance with Section 12.5 as if such Participant were a Lender. No Lender or Participant shall exercise any set off right without the prior written consent of Agent.

13.3. Assignments.

13.3.1. Permitted Assignments. A Lender may assign to any Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $1,000,000 (or such other lesser amount that constitutes the entire remaining balance owed to such Lender) and integral multiples of $100,000 in excess of that amount (other than assignments to Affiliates or Approved Funds of the assigning Lender); and (b) any such assignment (other than assignments to Affiliates or Approved Funds of the assigning Lender) will be subject to the consent of the Agent, and, unless a Event of Default has occurred and is continuing, the consent of the Borrowers, which consent shall not be unreasonably withheld, and the payment of a processing and recordation fee of $3,500 by the assigning Lender to the Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to counterparties to swap agreements relating to any Loan or pledge any such rights to a trustee or other secured party with respect to its debt, including any Federal Reserve Bank. Any Lender assigning its rights and obligations under this Section 13.3.1 shall bear all costs incurred in connection with the assignment. Notwithstanding the foregoing and without the consent of the Borrowers, if an Increased Term Loan is being funded pursuant to Section 2.3, CIT may assign an interest in the rights and obligations of CIT under any Loan Documents in an amount up to $7,000,000.

13.3.2. Effect; Effective Date. Upon (a) delivery to Agent of (i) an executed Assignment and Acceptance, together with any consents required, and (ii) the processing and recordation fee described in Section 13.3.1, and (b) recordation of such assignment in the Register described below, such assignment shall become effective as specified in such Assignment and Acceptance, if it complies with this Section 13.3. From the effective date of such assignment, the Eligible Assignee shall for all purposes be a Lender under the Loan Documents, and shall have all rights and obligations of a Lender thereunder. Upon consummation of an assignment, the transferor Lender, the Agent and the Borrowers shall make appropriate arrangements for issuance of replacement and/or new Notes, as appropriate, if requested by the respective Lenders party to such assignment.

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13.3.3. Register. The Agent shall, on behalf of the Borrowers, maintain at its address a copy of each Assignment and Acceptance delivered to it and a register (the “Register”) for the recordation of the names and address of the Lenders and the Commitment of, and principal amount of the Loans owing to, each lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrowers, each Agent and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans and any Notes evidencing such Loans recorded therein for all purposes of this Agreement. Any assignment or transfer of all or part of a Loan shall be registered on the Register and be evidenced by a duly executed Assignment and Acceptance; thereupon, if requested, one or more new Notes, in the same aggregate principal amount may be issued to the designated Eligible Assignee. The old Notes shall be returned by the Agent to the Borrowers marked “canceled.” The Register shall be available for inspection by the Borrowers or any Lender (with respect to any entry relating to such Lender’s Loans) at any reasonable time and from time to time upon reasonable prior notice.

13.4. Tax Treatment. If any interest in a Loan Document is transferred to an Eligible Assignee that is organized under the laws of any jurisdiction other than the United States or any state or district thereof, such Eligible Assignee, concurrently with the effectiveness of such transfer, shall comply with the provisions of Section 5.12.

SECTION 14. MISCELLANEOUS

14.1. Consents, Amendments and Waivers.

14.1.1. Amendment. No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Agent, with the consent of Required Lenders, or Required Revolving Lenders, as applicable, and each Obligor party to such Loan Document; provided, however, that

(a) without the prior written consent of Agent, no modification shall be effective with respect to any provision in a Loan Document that relates to any rights, duties or discretion of Agent;

(b) without the prior written consent of each affected Lender, no modification shall be effective that would (i) increase the Commitment of such Lender; or (ii) reduce the amount of, or waive or delay payment of, any principal, interest or fees payable to such Lender;

(c) without the prior written consent of all Lenders (except a Defaulting Lender as provided in Section 4.2), no modification shall be effective that would (i) extend the Commitment Termination Date or the Maturity Date; (ii) alter Section 5.6, 7.1 (except to add Collateral), or 14.1.1; (iii) amend the definitions of “Pro Rata Share”, “Required Lenders” or “Required Revolving Lenders”; (iv) increase total Commitments; (v) release all or substantially all of the Collateral, except as currently contemplated by the Loan Documents; or (vi) release any Obligor from liability for any Obligations, if such Obligor is Solvent at the time of the release. Notwithstanding the foregoing, the prior written consent of any Lender, including any Defaulting Lender as provided in Section 4.2, if applicable, shall be required pursuant to clauses (i) or (iv) of this Section 14.1.1(c) in order to increase the Commitment or extend the Maturity Date beyond 364 days with respect to the portion of any Loan made by such Lender; and

(d) if (i) any Borrower requests an amendment, waiver or modification to any of the provisions of Section 10.3 or an Event of Default has occurred and is continuing with respect to any provision thereunder and (ii) an Event of Default has occurred and is continuing with respect to any one

90 LOAN AND SECURITY AGREEMENT

or more of the following Sections, Section 2.5, 7.2.1, 8.1.4, 8.3, 8.4, 10.1.1(a), 10.1.2(a)-(c) (after 10 Business Days), 10.2.1, 10.2.2, 10.2.3, 10.2.5, 11.1(a) (as to principal and interest), or 11.1(o), the prior written consent of all Lenders (other than a Defaulting Lender) shall be required.

14.1.2. Limitations. The agreement of the Borrowers or any other Obligor shall not be necessary to the effectiveness of any modification of a Loan Document that deals solely with the rights and duties of Lenders and/or Agent as among themselves. The making of any Loans during the existence of a Default or Event of Default shall not be deemed to constitute a waiver of such Default or Event of Default, nor to establish a course of dealing. Any waiver or consent granted by Lenders hereunder shall be effective only if in writing, and then only in the specific instance and for the specific purpose for which it is given.

14.2. Indemnity; Limitation on Liability.

14.2.1. The Borrowers jointly and severally agree to protect, indemnify and hold harmless each Agent, each Lender, the L/C Issuer each of the other Agent Indemnitees, each of the other Lender Indemnitees and each of their respective officers, affiliates, directors, employees, attorneys, accountants, consultants, representatives and agents (collectively called the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements (including, without limitation, payment by the Agent, any Lender or the L/C Issuer of any obligations due or past due under any contract or agreement to which any Borrower is or becomes a party) of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for and consultants of such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), which may be imposed on, incurred by, or asserted against such Indemnitees (whether direct, indirect, or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause or on contract or otherwise) in any manner relating to or arising out of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto, the agreements of the Agent, the L/C Issuer or the Lenders contained herein, the making of Loans or the issuance of Letters of Credit, the management of such Loans, Letters of Credit or the Collateral (including any liability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of such Loans hereunder or of such Letters of Credit hereunder (collectively, the “Indemnified Matters”); provided that the Borrowers shall not have any obligation to any Indemnitee hereunder with respect to Indemnified Matters to the extent caused by or resulting from the willful misconduct or gross negligence of such Indemnitee as determined by a court of competent jurisdiction in a final, non-appealable decision. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which they are permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

14.2.2. To the extent permitted by applicable law, no claim may be made by the Borrowers or any other Person against the Agent, the L/C Issuer, any Lender or any other Indemnitee for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by any of the Loan Documents or any act, omission or event occurring in connection therewith or any Indemnified Matter; and the Borrowers hereby waive, release and agree not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

91 LOAN AND SECURITY AGREEMENT

14.3. Notices and Communications.

14.3.1. Notice Address. All notices, requests and other communications by or to a party hereto shall be in writing and shall be given to the Borrowers and each other Obligor at the address shown on Exhibit K, and to any other Person at its address shown on Exhibit K (or, in the case of a Person who becomes a Lender after the Closing Date, at the address shown on its Assignment and Acceptance), or at such other address as a party may hereafter specify by notice in accordance with this Section 14.3. Each such notice, request or other communication shall be effective only (a) if given by mail, three Business Days after deposit in the U.S. mail, with first-class postage pre-paid, addressed to the applicable address; or (b) if given by personal delivery, when duly delivered to the notice address with receipt acknowledged. Any written notice, request or other communication that is not sent in conformity with the foregoing provisions shall nevertheless be effective on the date actually received by the noticed party.

14.3.2. Electronic Communications; Voice Mail. Electronic mail and internet websites may be used only for routine communications, such as financial statements and other information required by Section 10.1.2, administrative matters, distribution of Loan Documents for execution, and matters permitted under Section 4.1, or for any other matters determined by Agent. Agent and Lenders make no assurances as to the privacy and security of electronic communications. Voice mail may not be used as effective notice under the Loan Documents.

14.3.3. Non-Conforming Communications. The Agent and Lenders may rely upon any notices purportedly given by or on behalf of the Borrowers or any other Obligor even if such notices were not made in a manner specified herein, were incomplete or were not confirmed, or if the terms thereof, as understood by the recipient, varied from a later confirmation.

14.4. Performance of Borrower’s Obligations. The Agent may, in its discretion at any time and from time to time, at the Borrowers’ expense, pay any amount or do any act required of the Borrowers or any Obligor under any Loan Documents or otherwise lawfully requested by the Agent to (a) enforce any Loan Documents or collect any Obligations; (b) protect, insure, maintain or realize upon any Collateral; or (c) defend or maintain the validity or priority of the Agent’s Liens in any Collateral, including any payment of a judgment, insurance premium, or landlord claim, or any discharge of a Lien. All reasonable and documented out-of-pocket payments, costs and expenses (including Extraordinary Expenses) of the Agent under this Section shall constitute Obligations and be reimbursed to the Agent by the Borrowers, on demand, with interest from the date demanded to the date of payment thereof at the Default Rate applicable to Base Rate Loans. Any payment made or action taken by the Agent under this Section shall be without prejudice to any right to assert an Event of Default or to exercise any other rights or remedies under the Loan Documents.

14.5. Credit Inquiries. The Borrowers hereby authorize the Agent and the Lenders (but they shall have no obligation) to respond to usual and customary credit inquiries from third parties concerning the Borrowers.

14.6. Severability. Wherever possible, each provision of the Loan Documents shall be interpreted in such manner as to be valid under Applicable Law. If any provision is found to be invalid under Applicable Law, it shall be ineffective only to the extent of such invalidity and the remaining provisions of the Loan Documents shall remain in full force and effect.

14.7. Cumulative Effect; Conflict of Terms. The provisions of the Loan Documents are cumulative. The parties acknowledge that the Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and they agree that these are cumulative and that each must be performed as provided. Except as otherwise specifically provided in another Loan Document (by specific reference to the applicable provision of this Agreement), if any provision

92 LOAN AND SECURITY AGREEMENT

contained herein is in direct conflict with any provision in another Loan Document, the provision herein shall govern and control.

14.8. Counterparts; Facsimile Signatures. Any Loan Document may be executed in counterparts, and by different parties on separate counterparts, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement. Loan Documents may be executed and delivered by facsimile or other electronic method of transmission acceptable to Agent, and they shall have the same force and effect as manually signed originals. Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission acceptable to Agent also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis mutandis.

14.9. Entire Agreement. Time is of the essence of the Loan Documents. The Loan Documents embody the entire understanding of the parties with respect to the subject matter thereof and supersede all prior understandings regarding the same subject matter.

14.10. Obligations of Lenders. The obligations of each Lender hereunder are several, and no Lender shall be responsible for the obligations or Commitments of any other Lender. Amounts payable hereunder to each Lender shall be a separate and independent debt. Nothing in this Agreement and no action of the Agent, the Lenders or L/C Issuer pursuant to the Loan Documents shall be deemed to constitute the Agent, the Lenders and the L/C Issuer to be a partnership, association, joint venture or any other kind of entity, nor to constitute control of the Borrowers or any other Obligor. Each of the Borrowers and each other Obligor acknowledges and agrees that in connection with all aspects of any transaction contemplated by the Loan Documents, the Borrowers, each other Obligor, the Agent, the Lenders and the L/C Issuer have an arms-length business relationship that creates no fiduciary duty on the part of the Agent, any Lender or the L/C Issuer, and the Borrowers or any other Obligor, and that the Agent, each Lender and the L/C Issuer expressly disclaims any fiduciary relationship.

14.11. Confidentiality.

14.11.1. During the term of this Agreement, the Agent, the Lenders and the L/C Issuer agree to take reasonable precautions to maintain the confidentiality of any Confidential Information (as defined below) that the Borrowers deliver to the Agent, the Lenders and the L/C Issuer, except that the Agent, any Lender and the L/C Issuer may disclose such information (a) to their respective officers, directors, employees, Affiliates, Approved Funds and agents, including attorneys, auditors and other professional advisors and other representatives (collectively, “Representatives”) who are informed by the Agent or such Lender of the confidential nature of such information, and to counterparties to financing sources (and their respective Representatives, investors and prospective investors, including to any trustee of any such counterparty); (b) to any party to the Loan Documents from time to time; (c) pursuant to the order of any court or governmental or administrative agency; (d) upon the request of any Governmental Authority exercising regulatory authority over Agent, such Lender or L/C Issuer; (e) to the extent reasonably required in connection with any litigation relating to any Loan Documents or transactions contemplated thereby, or otherwise as required by Applicable Law; (f) in connection with the exercise of any rights or remedies under the Loan Documents; (g) to (i) any assignee or pledgee of or Participant in, or any prospective assignee or pledge of or Participant in, any of its rights or obligations under this Agreement (and their respective Representatives, investors and prospective investors, and any trustee of any such Person, as applicable), or (ii) any actual or prospective counterparty (and its Representatives, investors and prospective investors, and any trustee of any such counterparty) to any swap or derivative transaction or other Hedging Agreement relating to any Borrower or any other Obligor and its obligations,

93 LOAN AND SECURITY AGREEMENT

provided that such parties agree to be bound by the confidentiality provisions of this Section or reasonable confidentiality provisions of a similar nature, and to the Representatives of the foregoing parties; (h) to the National Association of Insurance Commissioners or any similar organization, or to any nationally recognized rating agency (each a “Rating Agency”) that requires access to information about the portfolio of a Lender or L/C Issuer; (i) to any investor or potential investor in an Approved Fund, or to any manager, servicer, Representative or other Person in connection with the creation, financing or administration of any such Approved Fund who is informed by the Agent or such Lender of the confidential nature of such information; (j) with the written consent of the Borrowers; or (k) to the extent such Confidential Information (i) becomes publicly available other than as a result of a breach of this Section by the disclosing party or (ii) becomes available to the Agent, any Lender, or any of their respective Representatives on a non-confidential basis from a source other than the Obligors. Notwithstanding the foregoing, the Agent and the Lenders may issue and disseminate to the public general information describing this credit facility, including the names and addresses of the Borrowers and each other Obligor and a general description of the businesses of the Borrowers and each other Obligor, and may use the names of the Borrowers and each other Obligor in advertising and other promotional materials provided that the Lenders shall obtain the Borrowers’ prior written consent. As used herein, the term “Confidential Information” means all information contained in materials relating to Borrowers and any other Obligor provided to Agent or Lenders by the Borrowers or their Affiliates, representatives or agents other than (x) information which is at the time so provided or thereafter becomes generally available to the public other than as a result of a disclosure by the disclosing party, and (y) information which was available to Agent, any Lender or other recipient prior to its disclosure to such party by the Borrowers or one or more Lenders from a source other than the Borrowers or their Affiliates, representatives or agents. The terms of this provision shall supersede and replace any previous agreement among the parties hereto regarding the non-disclosure of the Confidential Information.

14.11.2. None of the Obligors or any Subsidiary thereof will in the future issue any press releases or other public disclosure using the name of “CIT Lending Services Corporation” or its Affiliates or any other Lender or its Affiliates or referring to this Agreement or the other Loan Documents without at least two (2) Business Days’ prior notice to such Lender and without the prior written consent of such Lender unless (and only to the extent that) such Obligor or Subsidiary thereof is required to do so under law and then, in any event, such Borrowers or Subsidiary will, to the extent practicable, consult with such Lender before issuing such public disclosure. Borrowers consent to the publication by any Lender of a tombstone or similar advertising material relating to the financing transactions contemplated by this Agreement provided that the Lenders shall obtain the Borrowers’ prior written consent. Each Lender reserves the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

14.12. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW, SECTION 5-1401.

1.4.13. Consent to Forum; Waiver of Right to Trial by Jury.

14.13.1. Consent to Forum. EACH PARTY HERETO HEREBY CONSENTS TO THE NON-EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER NEW YORK CITY, NEW YORK, IN ANY PROCEEDING OR DISPUTE RELATING IN ANY WAY TO ANY LOAN DOCUMENTS, AND AGREES THAT ANY SUCH PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT. EACH OBLIGOR IRREVOCABLY WAIVES ALL CLAIMS, OBJECTIONS AND DEFENSES THAT IT MAY HAVE REGARDING SUCH COURT’S PERSONAL OR SUBJECT MATTER

94 LOAN AND SECURITY AGREEMENT

JURISDICTION, VENUE OR INCONVENIENT FORUM. Nothing herein shall limit the right of Agent or any other Lender Party to bring proceedings against any Obligor in any other court. Nothing in this Agreement shall be deemed to preclude enforcement by Agent of any judgment or order obtained in any forum or jurisdiction.

14.13.2. Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

14.14. Waivers by Obligors.

14.14.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH BORROWER WAIVES (A) PRESENTMENT, DEMAND, PROTEST, NOTICE OF PRESENTMENT, DEFAULT, NON-PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT ON WHICH ANY BORROWER MAY IN ANY WAY BE LIABLE, AND HEREBY RATIFIES ANYTHING AGENT MAY DO IN THIS REGARD; (B) NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF ANY COLLATERAL; (C) ANY BOND OR SECURITY THAT MIGHT BE REQUIRED BY A COURT PRIOR TO ALLOWING AGENT TO EXERCISE ANY RIGHTS OR REMEDIES; (D) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; (E) ANY CLAIM AGAINST AGENT OR ANY LENDER, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) IN ANY WAY RELATING TO ANY ENFORCEMENT ACTION, OBLIGATIONS, LOAN DOCUMENTS OR TRANSACTIONS RELATING THERETO; AND (F) NOTICE OF ACCEPTANCE HEREOF.

14.14.2. The Borrowers acknowledge that the foregoing waivers in this Section 14.14 and the waivers set forth in Sections 14.13 are a material inducement to Agent and Lenders entering into this Agreement and that Agent and Lenders are relying upon the foregoing in their dealings with the Borrowers and each other Obligor. The Borrowers have reviewed the foregoing waivers and the waivers set forth in Section 14.13 with its legal counsel and has knowingly and voluntarily waived its jury trial and other rights following consultation with legal counsel. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

14.15. Patriot Act Notice. Agent, Lenders and L/C Issuer hereby notify the Borrowers that pursuant to the requirements of the Patriot Act, Agent and Lenders are required to obtain, verify and record information that identifies each Borrower, including its legal name, address, tax ID number and other information that will allow Agent and Lenders to identify it in accordance with the Patriot Act. Agent, Lenders and L/C Issuer will also require information regarding each guarantor, if any, and may

95 LOAN AND SECURITY AGREEMENT

require information regarding management and owners of the Borrowers or the other Obligors, such as legal name, address, social security number and date of birth.

14.16. Expenses. The Borrowers jointly and severally agree to reimburse Agent promptly for all reasonable out-of-pocket costs and expenses, incurred by the Agent and Lenders in connection with or incidental to (a) the preparation, execution, delivery and administration of this Agreement and the other Loan Documents and any indebtedness created hereunder or thereunder; (b) in connection with any amendment, waiver, consent, forbearance, or other alternative of the contractual relationship between the parties (regardless of whether the same becomes effective); (c) the preparation, negotiation, execution, delivery, administration, default, collection, waiver or potential waiver, amendment or potential amendment of any term, provision, benefit or requirement of this Agreement or the other Loan Documents; (d) the Agent’s exercise, for itself and on behalf of the Lenders, preservation or enforcement of any of its rights, remedies, or options, or of any provision, hereunder or under any other Loan Document; and (e) the prosecution or defense of any claim (including the evaluation of or preparation for any actual or such potential defense or claim) in any way arising out of, related to or connected with this Agreement or any of the other Loan Documents; including in each case, without limitation, reasonable out-of-pocket fees and expenses (i) of counsel, (ii) for accounting, consulting, brokerage or other similar professional services, (iii) associated with travel or other costs relating to any appraisals or examinations conducted in connection with the Borrowers’ Obligations under this Agreement and the other Loan Documents, (iv) for all filing fees and other taxes and fees payable or determined to be payable in connection therewith, including, without limitation, documentary, stamp and similar taxes and assessments and all recording and filing fees charged by any governmental authority; and (v) incurred by the Agent as are payable by the Borrowers pursuant to any other provision of this Agreement or any of the other Loan Documents. All of the foregoing fees, costs and expenses shall constitute Obligations. The Borrowers hereby acknowledge that the Obligations under this Section 14.16 shall survive any termination of this Agreement and are absolute and unconditional regardless of whether or not the Loan Documents are consummated. Notwithstanding anything to the contrary in this Agreement, the Borrowers shall not be required to pay more than $50,000 in syndication expenses with respect to the Loans.

[Remainder of page intentionally left blank; signatures begin on following page]

96 LOAN AND SECURITY AGREEMENT

IN WITNESS WHEREOF, this Agreement has been executed and delivered as of the date set forth above.

AGENT AND LENDERS:
CIT LENDING SERVICES CORPORATION
as Agent and a Lender
By:	/s/ Joseph Junda
Name:	Joseph Junda
Title:	Vice President

[Signature Page to the Amended and Restated Loan and Security Agreement]

ROYAL BANK OF CANADA
as Syndication Agent and a Lender
By:	/s/ Mustafa Topiwalla
Name:	Mustafa Topiwalla
Title:	Authorized Signatory

[Signature Page to the Amended and Restated Loan and Security Agreement]

BORROWERS:
TELX-NEW YORK, LLC
as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

TELX-NEW YORK 111 8TH, LLC
as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

TELX-NEW YORK MANAGEMENT, LLC
as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

TELX-NEW YORK HOLDINGS, LLC
as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

[Signature Page to the Amended and Restated Loan and Security Agreement]

EX-10.30

Exhibit 10.30

EXECUTION COPY

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Amendment to the Amended and Restated Loan and Security Agreement referred to below (this “Amendment”), dated as of June 11,2009, is among TELX – NEW YORK 111 8TH, LLC, a Delaware limited liability company, TELX – NEW YORK, LLC, a Delaware limited liability company, TELX - NEW YORK MANAGEMENT, LLC, a Delaware limited liability company, and TELX – NEW YORK HOLDINGS, LLC, a Delaware limited liability company (each, a “Borrower,” and collectively, the “Borrowers”), the Obligors party to the Amended and Restated Loan Agreement, the financial institutions party to the Amended and Restated Loan Agreement from time to time as lenders (collectively, “Lenders”), CIT LENDING SERVICES CORPORATION, as agent for the Lenders (“Agent”) and ROYAL BANK OF CANADA as syndication agent (“Syndication Agent”, together with the Borrowers, the Lenders and the Agent, the “Parties”).

WHEREAS, the Borrowers, the Agent, the Syndication Agent and the Lenders are parties to that certain Amended and Restated Loan and Security Agreement dated as of March 31, 2009, (the “Amended and Restated Loan Agreement”), pursuant to which the Lenders have agreed to make credit extensions and other financial accommodations to the Borrowers;

WHEREAS, pursuant to Section 2.3 of the Amended and Restated Loan and Security, the Borrowers have requested an increase of the Term Loan in an aggregate total amount of $5,000,000;

WHEREAS, the Parties desire to extend the period of time, pursuant to Section 2.3 of the Amended and Restated Loan Agreement, that the Agent has to seek to arrange for the increase of the Term Loan in the amount of $5,000,000; and

WHEREAS, the Parties have agreed to amend the Amended and Restated Loan and Security Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual promises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

1. Definitions; Construction. Except as otherwise expressly provided herein, capitalized terns used herein shall have the meanings given to them in the Amended and Restated Loan Agreement. The rules of interpretation set forth in Sections 1.4 and 1.5 of the Amended and Restated Loan Agreement shall apply to this Amendment.

2. Amendment. Each of the Parties hereby agree to amend the Amended and Restated Loan Agreement by:

(a) deleting the words “ninety (90) days” and inserting in their place the words “one hundred and fifty (150) days” in the penultimate sentence of Section 2.3(b) .

(b) inserting the following new clause as Section 10.1.16 after Section 10.1.15 :

“10.1.16 Customer Agreements. Cause each Customer Agreement entered into by any Borrower from and after the Closing Date to be assignable to the Agent on behalf of the Lenders as Collateral to secure the payment and performance of all Obligations, without further notice to or consent by the applicable customer. The Borrowers shall promptly cause to be provided to the Agent a copy of each Customer Agreement which is a Material Contract entered into by any Borrower on or after the Original Closing Date”.

3. Limitation of Amendment. Without limiting the generality of the provisions of Section 14.1 of the Amended and Restated Loan Agreement, the amendments set forth above shall be limited precisely as written, in the manner and to the extent described above and nothing in this Amendment shall be deemed to constitute a waiver or amendment of any other provision of the Amended and Restated Loan Agreement, any other Loan Document or any other instrument or agreement referred to therein, or constitute a consent to any other transaction, except as specifically provided herein. In the event of any inconsistency between the Loan Documents and this Amendment, this Amendment shall prevail.

4. Documents Otherwise Unchanged. Except as expressly set forth herein, the terms, provisions and conditions of the Amended and Restated Loan Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.

5. Conditions Precedent. This Amendment shall become effective as of the date above written, when the Agent shall have received, in accordance with Section 9 hereof, duly executed originals of this Amendment from each of the Parties hereto.

6. Reference to and Effect on the Loan Agreement.

(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Amended and Restated Loan Agreement to “this Loan Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Amended and Restated Loan Agreement as amended hereby, and each reference to the Amended and Restated Loan Agreement in any other document, instrument or agreement shall mean and be a reference to the Amended and Restated Loan Agreement as amended hereby.

(b) Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 2

any provision of the Amended and Restated Loan Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE OTHER REMAINING TERMS OF THE AMENDED AND RESTATED LOAN AGREEMENT AND BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

8. Paragraph Headings. The paragraph headings contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement among the parties thereto.

9. Counterparts. This Amendment may be executed in counterparts, and by different parties on separate counterparts, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same instrument. This Amendment may be executed and delivered by facsimile or other electronic method of transmission acceptable to Agent, and they shall have the same force and effect as manually signed originals.

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT 3

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

AGENT AND LENDERS:
CIT LENDING SERVICES CORPORATION as Agent and a Lender
By:	/s/ Anthony Holland
Name:	Anthony Holland
Title:	Vice President

S-1

ROYAL BANK OF CANADA
as Syndication Agent and a Lender
By:	/s/ D.W. Scott Johnson
Name:	D.W. Scott Johnson
Title:	Authorized Signatory

S-2

BORROWERS:
TELX – NEW YORK, LLC as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
TELX – NEW YORK 111 8TH, LLC as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
TELX – NEW YORK MANAGEMENT, LLC as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
TELX – NEW YORK HOLDINGS, LLC as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

S-3

EX-10.31

Exhibit 10.31

EXECUTION COPY

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Second Amendment to the Amended and Restated Loan and Security Agreement referred to below (this “Amendment”), dated as of September 1, 2009, is among TELX – NEW YORK 111 8TH, LLC, a Delaware limited liability company, TELX – NEW YORK, LLC, a Delaware limited liability company, TELX – NEW YORK MANAGEMENT, LLC, a Delaware limited liability company, and TELX – NEW YORK HOLDINGS, LLC, a Delaware limited liability company (each, a “Borrower,” and collectively, the “Borrowers”), the Obligors party to the Amended and Restated Loan Agreement, the financial institutions party to the Amended and Restated Loan Agreement from time to time as lenders (collectively, “Lenders”), CIT LENDING SERVICES CORPORATION, as agent for the Lenders (“Agent”) and ROYAL BANK OF CANADA as syndication agent (“Syndication Agent”, together with the Borrowers, the Lenders and the Agent, the “Parties”).

WHEREAS, the Borrowers, the Agent, the Syndication Agent and the Lenders are parties to that certain Amended and Restated Loan and Security Agreement dated as of March 31, 2009, as amended by the First Amendment to Amended and Restated Loan and Security Agreement dated as of June 11, 2009 (as so amended, and as the same may be hereafter further amended, modified, supplemented or restated from time to time, the “Amended and Restated Loan Agreement”), pursuant to which the Lenders have agreed to make credit extensions and other financial accommodations to the Borrowers;

WHEREAS, pursuant to Section 2.3 of the Amended and Restated Loan and Security, the Borrowers have requested an increase of the Term Loan in an aggregate total amount of $5,000,000;

WHEREAS, the Parties desire to extend the period of time, pursuant to Section 2.3 of the Amended and Restated Loan Agreement, that the Agent has to seek to arrange for the increase of the Term Loan in the amount of $5,000,000; and

WHEREAS, the Parties have agreed to amend the Amended and Restated Loan and Security Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual promises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

1. Definitions: Construction. Except as otherwise expressly provided herein, capitalized terms used herein shall have the meanings given to them in the Amended and

Restated Loan Agreement. The rules of interpretation set forth in Sections 1.4 and 1.5 of the Amended and Restated Loan Agreement shall apply to this Amendment.

2. Amendment. Each of the Parties hereby agree to amend the Amended and Restated Loan Agreement by deleting the words “for a period of not less than one hundred and fifty (150) days” and inserting in their place the words “on or before October 5,2009” in the penultimate sentence of Section 2.3(b) .

3. Limitation of Amendment. Without limiting the generality of the provisions of Section 14.1 of the Amended and Restated Loan Agreement, the amendment set forth above shall be limited precisely as written, in the manner and to the extent described above and nothing in this Amendment shall be deemed to constitute a waiver or amendment of any other provision of the Amended and Restated Loan Agreement, any other Loan Document or any other instrument or agreement referred to therein, or constitute a consent to any other transaction, except as specifically provided herein. In the event of any inconsistency between the Loan Documents and this Amendment, this Amendment shall prevail.

4. Documents Otherwise Unchanged. Except as expressly set forth herein, the terms, provisions and conditions of the Amended and Restated Loan Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.

5. Conditions Precedent. This Amendment shall become effective as of the date above written, when the Agent shall have received, in accordance with Section 9 hereof, duly executed originals of this Amendment from each of the Parties hereto.

6. Reference to and Effect on the Loan Agreement.

(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Amended and Restated Loan Agreement to “this Loan Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Amended and Restated Loan Agreement as amended hereby, and each reference to the Amended and Restated Loan Agreement in any other document, instrument or agreement shall mean and be a reference to the Amended and Restated Loan Agreement as amended hereby.

(b) Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provision of the Amended and Restated Loan Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE OTHER REMAINING TERMS OF THE AMENDED AND RESTATED LOAN AGREEMENT AND BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

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TO ANY CONFLICT OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

8. Paragraph Headings. The paragraph headings contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement among the parties thereto.

9. Counterparts. This Amendment may be executed in counterparts, and by different parties on separate counterparts, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same instrument. This Amendment may be executed and delivered by facsimile or other electronic method of transmission acceptable to Agent, and they shall have the same force and effect as manually signed originals.

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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

AGENT AND LENDERS:
CIT LENDING SERVICES CORPORATION as Agent and a Lender
By:	/s/ Anthony Holland
Name:	Anthony Holland
Title:	Vice President

S-1

ROYAL BANK OF CANADA
as Syndication Agent and a Lender
By:	/s/ D.W. Scott Johnson
Name:	D.W. Scott Johnson
Title:	Authorized Signatory

S-2

BORROWERS:
TELX – NEW YORK, LLC as Borrower
By:	/s/ Chris Downie
Name:	Chris Downie
Title:	Treasurer & Co-Manager
TELX – NEW YORK 111 8TH, LLC as Borrower
By:	/s/ Chris Downie
Name:	Chris Downie
Title:	Treasurer & Co-Manager
TELX – NEW YORK MANAGEMENT, LLC as Borrower
By:	/s/ Chris Downie
Name:	Chris Downie
Title:	Treasurer & Co-Manager
TELX – NEW YORK HOLDINGS, LLC as Borrower
By:	/s/ Chris Downie
Name:	Chris Downie
Title:	Treasurer & Co-Manager

S-3

EX-10.32

Exhibit 10.32

EXECUTION COPY

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This Third Amendment to the Amended and Restated Loan and Security Agreement referred to below (this “Amendment”), dated as of October 9, 2009, is among TELX – NEW YORK 111 8TH, LLC, a Delaware limited liability company, TELX – NEW YORK, LLC, a Delaware limited liability company, TELX – NEW YORK MANAGEMENT, LLC, a Delaware limited liability company, and TELX – NEW YORK HOLDINGS, LLC, a Delaware limited liability company (each, a “Borrower,” and collectively, the “Borrowers”), the Obligors party to the Amended and Restated Loan Agreement, the financial institutions party to the Amended and Restated Loan Agreement from time to time as lenders (collectively, “Existing Lenders”), CIT LENDING SERVICES CORPORATION, as agent for the Lenders (“Agent”), SUNTRUST BANK, as documentation agent, and ROYAL BANK OF CANADA as syndication agent (“Syndication Agent”, together with the Borrowers, the Lenders, the Agent and the Documentation Agent, the “Parties”).

WHEREAS, the Borrowers, the Agent, the Syndication Agent and the Existing Lenders are parties to that certain Amended and Restated Loan and Security Agreement dated as of March 31, 2009, as amended by the First Amendment to Amended and Restated Loan and Security Agreement dated as of June 11, 2009 and as amended by the Second Amendment to Amended and Restated Loan and Security Agreement dated as of September 1,2009 (as so amended, and as the same may be hereafter further amended, modified, supplemented or restated from time to time, the “Amended and Restated Loan Agreement”), pursuant to which the Existing Lenders have agreed to make credit extensions and other financial accommodations to the Borrowers;

WHEREAS, CIT Lending Services Corporation assigned its interest in and to its rights and obligations under the Loan Documents, with respect its portions of the Term Loan Commitment and to the outstanding Obligations owed to it, to CIT Middle Market Funding Company, LLC pursuant to an Assignment and Acceptance Agreement dated as of May 4,2009;

WHEREAS, SUNTRUST BANK, a Georgia banking corporation, will become a Lender under the Amended and Restated Loan Agreement (in such capacity, collectively with the Existing Lenders, the “Lenders”) and the documentation agent under the Amended and Restated Loan Agreement;

WHEREAS, pursuant to Section 2.3 of the Amended and Restated Loan and Security, the Borrowers have requested an increase of the Term Loan;

WHEREAS, despite the provision in Section 2.3 of the Amended and Restated Loan and Security that increases of the Term Loan shall be in an aggregate total amount not to exceed $5,000,000, the Borrowers have requested, and the Lenders have agreed to provide, an increase of the Term Loan in an aggregate total amount of $10,000,000;

WHEREAS, the Parties have agreed to amend the Amended and Restated Loan and Security Agreement as set forth herein;

NOW, THEREFORE, in consideration of the premises and mutual promises set forth above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

1. Definitions. (a) Except as otherwise expressly provided herein, capitalized terms used herein shall have the meanings given to them in the Amended and Restated Loan Agreement. The rules of interpretation set forth in Sections 1.4 and 1.5 of the Amended and Restated Loan Agreement shall apply to this Amendment.

(b) The definition of “Increased Term Loan Effective Date” set forth in Section 1.2 of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

““Increased Term Loan Effective Date” means October 9, 2009.”

(c) The definition of "Note" set forth in Section 1.2 of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

““Note” means each Revolving Note, Original Term Loan Note, Term Loan Note, Increased Term Loan Note or other promissory note executed by the Borrowers, to evidence any Obligations.”

(d) The definition of “Upstream Payment” set forth in Section 1.2 of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

““Upstream Payment” means a Distribution (i) by either Telx New York or III 8th to Parent, (ii) from Parent to Holdings or (iii) from Holdings to Telx; provided that with respect to (ii) and (iii), only the following shall be considered to be “Upstream Payments”: (a) Distributions to pay any federal or state Taxes solely applicable to any Obligor, (b) Distributions made (i) on the Original Closing Date in the amount of $25,715,173.50 by Parent to Holdings and then by Holdings to Telx, (ii) on the Funding Date in the amount of $15,000,000.00 (less the fees, costs and expenses required to be paid by the Borrowers to the Agent and the Lenders on the Funding Date in accordance with the Loan Documents) by Parent to Holdings and then by Holdings to Telx, and (iii) on the Increased Term Loan Effective Date in the amount of up to $10,000,000.00 (less the fees, costs and expenses required to be paid by the Borrowers to the Agent and the Lenders on the Increased Term Loan Effective Date in accordance with the Loan Documents) by Parent to Holdings and then by Holdings to Telx, (c) Distributions to the extent required to pay any amounts due pursuant to the Corporate Services Agreements, and (d) Distributions solely to the extent used by Telx to purchase the Equity Securities of Telx or any Equity Security Rights with

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respect to Telx from a former employee of Telx; provided however, that (x) such Equity Security or Equity Security Rights purchased by Telx shall constitute 100% of the Equity Securities and Equity Security Rights of Telx owned by such employee; (y) such employee's employment with Telx has terminated on or before the time of such purchase; and (z) the aggregate amount of such Distributions made pursuant to this clause (d) do not exceed $500,000 in any Fiscal Year and $1,000,000 in the aggregate.”

(e) The following definitions are hereby added to Section 1.2 of the Amended and Restated Loan Agreement as follows:

““Increased Term Loan” means $10,000,000.”

““Increased Term Loan Note” means any promissory note executed and delivered by the Borrowers in favor of a Lender on October 9, 2009 upon request of such Lender, substantially in the form of Exhibit H-3 hereto, which note shall evidence the portion of the Increased Term Loan made by such Lender.”

2. Amendment.

(a) Section 2.2.2 of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Use of Proceeds. With respect to the Original Term Loan, the proceeds thereof shall be used (i) to make a direct or indirect Distribution to Telx on the Original Closing Date; (ii) pay fees and expenses in accordance with the Loan Documents; and (iii) to finance other lawful corporate purposes of the Borrowers. With respect to the Incremental Term Loan to be funded pursuant to Section 2.2.1(b), the proceeds thereof shall be used (i) to make an Upstream Payment to Telx (but not as a return of capital to the owners of the Equity Interests of Telx); (ii) to pay fees and expenses in accordance with the Loan Documents; and (iii) to finance other lawful corporate purposes of the Borrowers. With respect to the Increased Term Loan to be funded pursuant to Section 2.3, the proceeds thereof shall be used (i) to make an Upstream Payment to Telx (but not as a return of capital to the owners of the Equity Interests of Telx); (ii) to pay fees and expenses in accordance with the Loan Documents; and (iii) to finance other lawful corporate purposes of the Borrowers.”

(b) Section 2.3(a) of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

“After the Closing Date, the Borrowers may, on a one-time basis and by written notice to the Agent, request an increase of the Term Loan in an aggregate total amount not to exceed $10,000,000 (“Increased Term Loan Commitment”) and the Agent shall inform the Lenders of such request.”

(c) The Amended and Restated Loan Agreement is hereby amended by deleting the words “October 5, 2009” in the penultimate sentence of Section 2.3(b), and replacing such words with “the Increased Term Loan Effective Date”.

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(d) Section 2.3(c) of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

“If the Term Loan is increased in accordance with this Section 2.3, the Agent shall promptly notify the Borrowers and the applicable Lenders of the final allocation of such increase and the Increased Term Loan Effective Date. As of the Increased Term Loan Effective Date, the amortization schedule for the Term Loan set forth in Section 5.3 shall be amended to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the Increased Term Loan being made on such date. Such amendment may be signed by the Agent on behalf of the Lenders.”

(e) The first paragraph of Section 5.3 of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

“The Term Loan, other than the Increased Term Loan, shall amortize and be due and payable in quarterly installments on the last day of March, June, September and December of each year commencing on September 30, 2009. The Increased Term Loan shall amortize and be due and payable in quarterly installments on the last day of March, June, September and December of each year commencing on December 31, 2009. The table below sets forth opposite each date the percentage of the principal balance of the Loans required to be repaid:”

(f) The last paragraph of Section 5.3 of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

“provided that on the Maturity Date all outstanding principal on the Term Loan shall be due and payable in full. Any amounts repaid under the Term Loan may not be reborrowed.”

(g) Section 5.5(b)(vi) of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Application of Reductions and Prepayments. All prepayments of the Obligations under this Section 5.5(b): (A) shall be made without set-off, deduction or counterclaim; (B) shall be applied to payment of the remaining installments of the Loans pro rata (based upon the outstanding principal balance thereof); and (C) unless otherwise specified in this Section 5.5(b), shall be applied to remaining installments thereof (a) first, to repay any amounts outstanding under the Term Loan on a pro rata basis based on the amounts outstanding immediately prior to such repayment and (b) second, after the Term Loan has been paid in full, to the repayment (and permanent Revolving Commitment reduction) of the Revolving Loan. Any such repayment under clause (b) above shall cause a permanent reduction of the Revolving Commitment in an amount equal to such repayment, and each Borrower shall use such amounts to cash collateralize outstanding Letters of Credit and other Letter of Credit Obligations as described herein, to the extent no additional Revolving Loans remain outstanding.”

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(h) Section 10.1.2(a) of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

“as soon as available, and in any event within 100 days after the close of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and shareholders’ equity for such Fiscal Year, on consolidated basis for Telx, which consolidated statements shall be audited and certified (without qualification as to scope, “going concern” or similar items other than such qualification due to the Loans being categorized as short-term debt) by KPMG or another firm of independent certified public accountants of recognized standing selected by the Borrowers and reasonably acceptable to the Agent and shall indicate, in the footnotes to the audited financial statements, (a) statements to the effect that (i) the Borrowers are separate legal entities from Telx and its other Affiliates, (ii) the assets held by the Borrowers are owned by the Borrowers and the presentation of such Borrowers’ assets and liabilities on a consolidated basis does not mean that the assets and credit of such Borrowers are available to satisfy the debts and other obligations of Telx, its other Affiliates or any other Person, and (iii) the Borrowers maintain their own Books and Records separate from Telx and its other Affiliates, and (b) the revenues, accounts receivable and bad debt expense generated by the Borrowers, reflected as a percentage of Telx;”

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(i) Section 10.3.1 of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Maximum Funded Debt to Consolidated EBITDA Leverage Ratio. Cause the Funded Debt to Consolidated EBITDA Leverage Ratio for the period ended on each of the dates set forth below to be not greater than the ratio set forth opposite such date:

Fiscal Quarter End	Ratio
March 31, 2009	2.75 using the Normalized EBITDA for the months of October 2008, November 2008 and December 2008 and actual EBITDA for the months of January 2009, February 2009 and March 2009
June 30, 2009	2.50
September 30, 2009	2.25
December 31, 2009	2.25
March 31, 2010	2.15
June 30, 2010	2.00
September 30, 2010	1.75
December 31, 2010	1.75
March 31, 2011	1.50
June 30, 2011	1.50
September 30, 2011	1.50

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(j) Section 10.3.2 of the Amended and Restated Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Minimum Fixed Charge Coverage Ratio. Cause the Fixed Charge Coverage Ratio for the period ended on each of the dates set forth below to be no less than the ratio set forth opposite such date:

Fiscal Quarter End	Ratio
March 31, 2009	1.15 using the Normalized EBITDA for the months of October 2008, November 2008 and December 2008 and actual EBITDA for the months of January 2009, February 2009 and March 2009
June 30, 2009	1.15
September 30, 2009	1.15
December 31, 2009	1.20
March 31, 2010	1.20
June 30, 2010	1.20
September 30, 2010	1.20
December 31, 2010	1.30
March 31, 2011	1.35
June 30, 2011	1.35
September 30, 2011	1.35

(k) Section 13.3.1 of the Amended and Restated Loan Agreement is hereby deleted in its entirety and replaced with the following:

“Permitted Assignments. A Lender may assign to any Eligible Assignee any of its rights and obligations under the Loan Documents, as long as (a) each assignment is of a constant, and not a varying, percentage of the transferor Lender’s rights and obligations under the Loan Documents and, in the case of a partial assignment, is in a minimum principal amount of $1,000,000 (or such other lesser amount that constitutes the entire remaining balance owed to such Lender) and integral multiples of $100,000 in excess of that amount (other than assignments to Affiliates or Approved Funds of the assigning Lender); and (b) any such assignment (other than assignments to Affiliates or Approved Funds of the assigning Lender) will be subject to the consent of the Agent, and, unless an Event of Default has occurred and is continuing, the consent of the Borrowers, which consent shall not be unreasonably withheld, and the payment of a processing and recordation fee of $3,500 by the assigning Lender to the Agent. Nothing herein shall limit the right of a Lender to pledge or assign any rights under the Loan Documents to counterparties to swap agreements relating to any Loan or pledge any such rights to a trustee or other secured party with respect to its debt, including any Federal Reserve Bank. Any Lender assigning its

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rights and obligations under this Section 13.3.1 shall bear all costs incurred in connection with the assignment. Notwithstanding the foregoing and without the consent of the Borrowers, CIT may assign its interest in the rights and obligations of CIT under any Loan Documents in an amount up to $2,000,000.”

(l) Exhibit H-3 attached hereto is hereby appended to the Amended and Restated Loan Agreement.

(m) Exhibit K of the Amended and Restated Loan Agreement is hereby deleted and replaced by the Exhibit K attached to this Amendment.

(n) Schedule 1.1 (b) of the Amended and Restated Loan Agreement is hereby deleted and replaced by the Schedule 1.1 (b) attached to this Amendment.

(o) Schedule 1.1 (c) attached hereto, representing the outstanding principal amount of the Loans as of the date hereof, is hereby appended to the Amended and Restated Loan Agreement.

(p) Schedule 9.1.28 of the Amended and Restated Loan Agreement is hereby deleted and replaced by the Schedule 9.1.28 attached to this Amendment.

3. Limitation of Amendment. Without limiting the generality of the provisions of Section 14.1 of the Amended and Restated Loan Agreement, the amendment set forth above shall be limited precisely as written, in the manner and to the extent described above and nothing in this Amendment shall be deemed to constitute a waiver or amendment of any other provision of the Amended and Restated Loan Agreement, any other Loan Document or any other instrument or agreement referred to therein, or constitute a consent to any other transaction, except as specifically provided herein. In the event of any inconsistency between the Loan Documents and this Amendment, this Amendment shall prevail.

4. Documents Otherwise Unchanged. Except as expressly set forth herein, the terms, provisions and conditions of the Amended and Restated Loan Agreement and the other Loan Documents shall remain in full force and effect and in all other respects are hereby ratified and confirmed.

5. Conditions Precedent. This Amendment shall become effective as of the date above written upon the satisfaction of the following conditions precedent:

(a) The Agent shall have received counterparts hereof executed by each Borrower and each Lender hereto;

(b) The Agent shall have received, with respect to the Borrowers, (i) audited financial statements for the period ending December 31, 2008 and (ii) unaudited interim financial statements for the period ending June 30, 2009.

(c) The Agent shall have received evidence in form and substance satisfactory to Agent that demonstrates that the Funded Debt to Consolidated EBITDA Leverage

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Ratio determined as of the Increased Term Loan Effective Date is not greater than 2.50 to 1.00 (with EBITDA calculated using the unaudited financial information for the six month period ended June 30, 2009 on an annualized basis).

(d) Since December 31,2008, until the Increased Term Loan Effective Date, there shall have been (i) no change in the condition, financial or otherwise, operations, assets, income and/or prospects of the Borrowers and its Affiliates that has had a Material Adverse Effect, and (ii) no material adverse change in the capital markets or any governmental regulations or policies affecting such Borrower.

(e) The Agent shall have received evidence in form and substance satisfactory to Agent that demonstrates a minimum consolidated EBITDA for the Borrowers of at least $20,000,000 on June 30, 2009 (with EBITDA calculated using the unaudited financial information for the six month period ended June 30, 2009 on an annualized basis).

(f) Lenders satisfactory to the Borrowers and Arranger shall have agreed to fund the Increased Term Loan.

(g) A Term Loan Note representing the Increased Term Loan shall have been executed by the Borrowers and delivered to each Lender funding the Increased Term Loan.

(h) The Agent shall have received certificates, in form and substance reasonably satisfactory to it, from the Chief Financial Officer of each Borrower certifying that, after giving effect to the Increased Term Loan and transactions contemplated hereunder, (i) the Borrowers, on consolidated basis, are Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 6 of this Amendment are true, complete and correct in all material respects; and (iv) such Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.

(i) The Borrowers shall have paid all fees, costs and expenses to be paid to the Agent and the Lenders on or prior to the Increased Term Loan Effective Date.

(j) Each of the conditions set forth in Section 6.1(a) (the second and third sentence), (d), (e), (f), (h), (i), (j), (n) and (u) of the Amended and Restated Loan Agreement has been complied with as of the Increased Term Loan Effective Date, all in form and substance satisfactory to the Agent and the Lenders.

(k) The condition set forth in Section 6.2(e) of the Amended and Restated Loan Agreement has been complied with as of the Increased Term Loan Effective Date, in form and substance satisfactory to the Agent and the Lenders.

(I) Each of the conditions set forth in Section 6.3(a) through (e) of the Amended and Restated Loan Agreement has been complied with as of the Increased Term Loan

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Effective Date and with respect to the Increased Term Loan, all in form and substance satisfactory to the Agent and the Lenders.

6. Representations and Warranties. Each Obligor hereby represents and warrants that as of the Increased Term Loan Effective Date:

(a) The Borrowers and each other Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. Each Obligor is duly qualified, authorized to do business and in good standing as a foreign entity in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

(b) The Borrowers and each other Obligor is duly authorized to execute, deliver and perform its obligations under this Amendment. The execution, delivery and performance of this Amendment have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Equity Interests of any Obligor, other than those already obtained; (b) contravene the Organizational Documents of any Obligor; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require the imposition of any Lien on any Property of any Obligor other than that created hereby.

(c) This Amendment is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and general principles of equity (whether enforcement is sought by proceedings in equity or law).

(d) After giving effect to this Amendment, (i) each of the representations and warranties contained in the Amended and Restated Loan Agreement, as amended hereby, are true and correct in all material respects on and as of the Increased Term Loan Effective Date, as if then made, other than representations and warranties which expressly speak as of a different date; and (ii) no Default or Event of Default has occurred and is continuing.

(e) All schedules to the Amended and Restated Loan Agreement, as such schedules are amended or replaced hereby, are accurate as of the Increased Term Loan Effective Date.

(f) Since April 1, 2009, no event has occurred or circumstance exists that has had or could be reasonably expected to have a Material Adverse Effect.

(g) As of the Increased Term Loan Effective Date, none of the Obligors or any of their respective Subsidiaries is party or subject to any Restrictive Agreement, except as shown on Schedule 9.1.16, none of which prohibit the execution or delivery of any Loan Documents by an Obligor nor the performance by an Obligor of any obligations thereunder.

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(h) No event or circumstance has occurred or exists that constitutes a Default or Event of Default. As of the Increased Term Loan Effective Date, none of the Obligors is in default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a default, under any Material Contract.

(i) Except as described on Schedule 9.1.21, as of the Increased Term Loan Effective Date, none of the Obligors is party to or bound by any collective bargaining agreement or other agreement to provide management services to the Obligors. There are no (i) material grievances, disputes or controversies with any union or other organization of the employees of the Borrowers or any other Obligor, or (ii) to the knowledge of any Obligor, any asserted or threatened strikes, work stoppages or demands for collective bargaining which, in either case, could reasonably be expected to have a Material Adverse Effect.

(j) As of the Increased Term Loan Effective Date, none of the Obligors has made any material adverse change in its historical accounts payable practices from those in effect on April 1, 2009.

(k) Except as set forth on Schedule 9.1.27, as of the Increased Term Loan Effective Date, neither (a) the Borrowers, nor (b), to the knowledge of the Borrowers, any Affiliate of the Borrowers, or any of their respective Senior Officers or directors, (i) owns, directly or indirectly, any interest in (excepting passive holdings for investment purposes of not more than five percent (5%) of the securities of any publicly held and traded company), or is an officer, director, employee, or consultant of, any Person that is a competitor, lessor, lessee, customer, client or supplier of the Borrowers or any Affiliate of the Borrowers; (ii) owns, directly or indirectly, any interest in any tangible or intangible property used in or necessary to the business of the Borrowers or any Affiliate of the Borrowers; or (iii) has any cause of action or other claim whatsoever against any Borrower or any Affiliate of the Borrowers, or owes any amount to any Borrower or any Affiliate of the Borrowers, except for claims in the Ordinary Course of Business, such as for accrued vacation pay, accrued benefits under employee benefit plans, and similar matters and agreements.

(I) As of the Increased Term Loan Effective Date, Schedule 9.1.28 sets forth the 10 largest customers of the Borrowers (based on revenue) for the fiscal year ended 2008 and for the fiscal year to date, commencing on January 1, 2009 (“Material Customers”). Except as set forth on Schedule 9.1.28, as of the Increased Term Loan Effective Date: (i) all Material Customers continue to be customers of the Borrowers and no such Material Customer has materially reduced its business with the Borrowers from the levels achieved during Fiscal Year 2008, and the Borrowers have no knowledge that such reduction will occur; (ii) no Material Customer has terminated its relationship with either Borrower or, to the knowledge of the Borrowers, has threatened to do so; (iii) no Borrower is involved in any material claim, dispute or controversy with any Material Customer; and (iv) no Borrower is involved in any claim, dispute or controversy with any of its other customers that could reasonably be expected to have a Material Adverse Effect.

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

11

(m) As of the Increased Term Loan Effective Date, none of the Obligors has any interest in any Commercial Tort Claims.

(n) The Borrowers have entered into an Interest Rate Hedging Agreement with Royal Bank of Canada as of August 18, 2009 in compliance with Section 10.1.7 of the Amended and Restated Loan Agreement. By reason of the Increased Term Loan Amount, and provided that at least 50% of the principal amount of the Term Loan that is not subject to an Interest Rate Hedging Agreement by February 15, 2010, the Borrowers shall enter into an additional Interest Rate Hedging Agreement (which may be a Secured Hedging Agreement), which such Interest Rate Hedging Agreement shall be maintained (or be renewed) for a minimum of the term of the Loans, on an ISDA standard form with one or more Lenders or Affiliates thereof or, with respect to Interest Rate Hedging Agreements with third parties, with counterparties reasonably acceptable to Agent to hedge the interest rate with respect to not less than 50% of the principal amount of the Term Loan, in form and substance reasonably satisfactory to Agent.

7. Reference to and Effect on the Loan Agreement.

(a) Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Amended and Restated Loan Agreement to “this Loan Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Amended and Restated Loan Agreement as amended hereby, and each reference to the Amended and Restated Loan Agreement in any other document, instrument or agreement shall mean and be a reference to the Amended and Restated Loan Agreement as amended hereby.

(b) Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders, nor constitute a waiver of any provision of the Amended and Restated Loan Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE OTHER REMAINING TERMS OF THE AMENDED AND RESTATED LOAN AGREEMENT AND BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

9. Paragraph Headings. The paragraph headings contained in this Amendment are and shall be without substance, meaning or content of any kind whatsoever and are not a part of the agreement among the parties thereto.

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

12

10. Counterparts. This Amendment may be executed in counterparts, and by different parties on separate counterparts, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same instrument. This Amendment may be executed and delivered by facsimile or other electronic method of transmission acceptable to Agent, and they shall have the same force and effect as manually signed originals.

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

13

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

AGENT AND LENDERS:
CIT LENDING SERVICES CORPORATION
as Agent and a Lender
By:	/s/ Anthony Holland
Name:	Anthony Holland
Title:	Vice President
CIT MIDDLE MARKET FUNDING COMPANY, LLC,
as a Lender
By:
Name:
Title:

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

AGENT AND LENDERS:
CIT LENDING SERVICES CORPORATION
as Agent and a Lender
By:
Name:
Title:
CIT MIDDLE MARKET FUNDING COMPANY, LLC,
as a Lender
By:	/s/ Gregory Robbin
Name:	Gregory Robbin
Title:	Authorized Signatory

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

ROYAL BANK OF CANADA
as Syndication Agent and a Lender
By:	/s/ D. W. Scott Johnson
Name:	D. W. Scott Johnson
Title:	Authorized Signatory
SUNTRUST BANK
as a Lender
By:
Name:
Title:

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

ROYAL BANK OF CANADA
as Syndication Agent and a Lender
By:
Name:
Title:
SUNTRUST BANK
as a Lender
By:	/s/ Nicholas Hahn
Name:	Nicholas Hahn
Title:	Director

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

BORROWERS:
TELX – NEW YORK, LLC
as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
TELX – NEW YORK 111 8TH, LLC
as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
TELX – NEW YORK MANAGEMENT, LLC
as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President
TELX – NEW YORK HOLDINGS, LLC
as Borrower
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.33

Exhibit 10.33

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between The tel^x Group, Inc., a Delaware corporation (the “Company”), and Eric Shepcaro (“Executive”), and shall be effective as of January 8, 2007 (the “Effective Date”).

1.0 RECITALS.

1.1 The Company desires to employ the Executive, and the Executive desires to be so employed by the Company, on the terms and subject to the conditions set forth in this Agreement.

1.2 As an executive officer of the Company, Executive shall have access to valuable confidential and proprietary information used in the business of the Company, including financial data, customer data, operational data, trade secrets and other intellectual property that if disclosed to or used by competitors or potential competitors would cause irreparable harm to the Company, and as a result, Executive and the Company desire to provide the Company with adequate protection from the unauthorized disclosure or use of the Company’s confidential and proprietary information.

NOW, THEREFORE, in consideration of the foregoing facts, the mutual covenants and agreements contained herein and other good and valuable consideration, the Company and Executive agree as follows:

2.0 DEFINITIONS.

2.1 Affiliate: “Affiliate” means, with respect to any party, any corporation, limited liability company, partnership, joint venture, firm and/or other entity which Controls, is Controlled by or is under common Control with such party.

2.2 Board of Directors: “Board of Directors” shall mean the board of directors of the Company.

2.3 Business: “Business” means the operation of “MEET ME ROOMs” and network interconnection facilities for “Layer One” or “Layer Two” interconnectivity.

2.4 Change in Control: “Change in Control” means any transaction or series of related transactions (i) the result of which is that any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than the stockholders of the Company as of the date hereof (collectively, the “Initial Stockholders”) or persons Controlling, Controlled by or under common Control with any Initial Stockholder or direct or indirect owners of any Initial Stockholder, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the issued and outstanding voting stock of the Company; (ii) that results in the sale of all or substantially all of the Company’s assets; or (iii) that results in the consolidation or merger of the Company with or into another corporation or corporations or other entity and holders of more

than fifty percent (50%) of the issued and outstanding voting stock of the Company before such consolidation or merger no longer hold, directly or indirectly, at least fifty percent (50%) of the issued and outstanding voting common stock of the survivor.

2.5 Code: “Code” means the Internal Revenue Code of 1986, as amended.

2.6 Common Stock: “Common Stock” means common stock, par value $0.0001 per share, of the Company.

2.7 Compensation Committee: “Compensation Committee” shall mean a committee of the Board of Directors which has been delegated responsibility for employee compensation matters or, in the absence thereof, the entire Board of Directors.

2.8 Confidential and Proprietary Information: “Confidential and Proprietary Information” means all proprietary trade secrets and/or proprietary information and any information, concept or idea in whatever form, tangible or intangible, pertaining in any manner to the business of the Company or any Affiliate of the Company, or to the Company’s (or any of the Company’s Affiliates’) customers, clients, consultants, Referral Sources (as defined below) or business associates, unless the information is or becomes publicly known through lawful means (other than disclosure by Executive, unless such disclosure by Executive is made in good faith in the course of performing Executive’s duties under this Agreement, or with the express written consent of the Board of Directors). As used herein, “Referral Source” means any person or entity that, directly or indirectly, refers customers or business to the Company.

2.9 Control: “Control” means (i) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or participating assets entitled to vote for the election of directors; and (ii) in the case of non-corporate entities (such as individuals, limited liability companies, partnerships or limited partnerships), either (A) direct or indirect ownership of at least fifty percent (50%) of the equity interest, or (B) the power to direct the management and policies of the noncorporate entity.

2.10 Covered Entity: “Covered Entity” means every Affiliate of Executive, and every business, association, trust, corporation, partnership, limited liability company, proprietorship or other entity in which Executive has invested in (whether through debt or equity securities), or has contributed any capital or made any advances to, or in which any Affiliate of Executive has an ownership interest or profit sharing percentage, or a firm from which Executive or any Affiliate of Executive receives or is entitled to receive income, compensation or consulting fees in which Executive or any Affiliate of Executive has an interest as a lender (other than solely as a trade creditor for the sale of goods or provision of services that do not otherwise violate the provisions of this Agreement). The agreements of Executive contained herein specifically apply to each entity which is presently a Covered Entity or which becomes a Covered Entity subsequent to the date of this Agreement. Notwithstanding anything contained in the foregoing provisions to the contrary, the term “Covered Entity” shall not include the Company, any subsidiary of the Company, or any Affiliate of the Company or any such subsidiary.

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2.11 Discharge For Cause: “Discharge For Cause” shall mean termination of employment for any one or more of the following: (i) gross negligence or willful misfeasance demonstrated by Executive in the performance of his duties; (ii) refusal by Executive to perform ethical and lawful duties assigned by the Board of Directors that continues uncured for thirty (30) days following receipt of written notice from a majority of the Board of Directors or the Compensation Committee; (iii) Executive engaging in any act of fraud or embezzlement which adversely affects the Company or any of its Affiliates (including, without limitation, the reputation of the Company or any of its Affiliates); (iv) Executive engaging in any act of dishonesty the purpose or effect of which materially adversely affects the Company or any of its Affiliates (including, without limitation, the reputation of the Company or any of its Affiliates); (v) Executive breaching in any material respect any provision contained in Section 3.2, 4.7 or 4.8 of this Agreement, which such breach is not cured within thirty (30) days after receipt of written notice from the Board of Directors (provided, however, such cure period shall not apply to any breaches of Sections 4.7 or 4.8); (vi) Executive’s commitment of a felony or entering into a plea of guilty or nolo contendere (or its equivalent) to a felony; or (vii) Executive’s commencement of employment with another company while he is an employee of the Company without the prior consent of the Board of Directors.

2.12 Discharge Without Cause: “Discharge Without Cause” shall mean the Company’s termination of Executive’s employment hereunder during the Term (as defined in Section 4.1 below) for any reason other than a Discharge For Cause or due to Executive’s death or Permanent Disability.

2.13 Permanent Disability: “Permanent Disability” shall mean Executive’s inability to perform Executive’s duties hereunder due to a physical or mental condition for (a) a period of ninety (90) consecutive days or (b) an aggregate of one hundred twenty (120) days in any twelve (12) month period.

2.14 Subsidiary: “Subsidiary” shall mean any corporation, trust, general or limited partnership, limited liability company, limited liability partnership, firm, company or other business enterprise which is Controlled by the Company through direct ownership of the stock or other proprietary interests of such business enterprise or indirectly through the ownership of stock or other proprietary interests in one (1) or more other business enterprises which are connected with the Company by means of one (1) or more chains of business enterprises that are connected by ownership of stock or other proprietary interests.

2.15 Termination For Good Reason: “Termination For Good Reason” shall mean voluntary termination of this Agreement by Executive if any of the following occurs without the prior consent of Executive and in each case which continues uncured for 30 days following receipt by the Company of written notice thereof from Executive: (i) there is a reduction by the Company in (A) Executive’s annual base salary then in effect or (B) the annual target bonus set forth in the first sentence of Section 5.2 hereof or the maximum additional amount up to which Executive is eligible set forth in the second sentence of Section 5.2 hereof (collectively, “Bonus Target Amounts”) (provided, however, Executive acknowledges and agrees that (1) the criteria for achieving such bonuses shall be determined (and may be changed) in the discretion of the Board of Directors and may be based on objective or subjective criteria (or any combination thereof) and (2) the failure of Executive to earn all or any portion of such

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Bonus Target Amounts shall not be deemed a reduction of such Bonus Target Amounts or provide the basis for a Termination For Good Reason); (ii) the Company reduces Executive’s job title and position such that Executive (A) is no longer Chief Executive Officer of the Company, (B) no longer reports to the Board of Directors or (C) is involuntarily removed from the Board of Directors; or (iii) Executive is required to relocate to an office location outside of Manhattan in New York, New York.

2.16 Territory: “Territory” means each and every state, county, city or other political subdivision or geographic location in the United States.

3.0 CAPACITIES AND DUTIES; INDEMNIFICATION.

3.1 Positions: Executive is hereby employed in the capacity of Chairman of the Board of Directors and Chief Executive Officer of the Company. Executive shall report to the Board of Directors. Executive shall be the highest ranking officer of the Company and shall have the same status, privileges and responsibilities normally inherent in such capacity in corporations of similar size and character. Executive will at all times abide by the Company’s written personnel policies applicable to similarly situated employees of the Company as in effect from time to time and previously provided to Executive, and will faithfully and to the best of Executive’s ability, experience and talents perform all of the duties that may be required of and from Executive pursuant to the terms hereof, consistent with Executive’s positions as the Chairman of the Board of Directors and the Chief Executive Officer of the Company.

3.2 Exclusive Services; Other Representations: During the Term, Executive agrees to devote Executive’s best efforts and full business time to rendering services to the Company; provided, however, that Executive shall be permitted to serve on the board of directors of various for-profit and non-profit organizations, from time to time, provided (i) such organizations do not compete with the Business in the Territory and (ii) the time expended by Executive in rendering service to such organizations does not, in the aggregate, materially impair Executive’s performance of his duties under this Agreement. Executive is specifically restricted from being employed by any other company, other than a Subsidiary or an Affiliate of the Company, while under the Company’s employ pursuant to this Agreement.

3.3 Board Membership: For so long as Executive remains Chief Executive Officer of the Company, Executive shall be entitled to serve on the Board of Directors, as its chairman.

3.4 Proprietary Information and Inventions Assignment: Executive will be required, as a condition of his employment with the Company, to sign the Company’s standard proprietary information and inventions agreement or similar agreement, a copy of which is attached hereto as Exhibit A.

3.5 Indemnification: The Company shall, to the maximum extent permitted by law, indemnify and hold harmless Executive for any loss, injury, damage, expense (including reasonable attorneys’ fees, and costs), and claim or demand, arising out of, connected with, or in any manner related to, any act, omission, or decision made in good faith while performing services for the Company from and after the Effective Date. The Company will be required, as a condition of Executive’s employment with the Company, to sign the form of indemnification agreement attached hereto as Exhibit B.

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4.0 EMPLOYMENT, TERM, TERMINATION, CONFIDENTIAL INFORMATION, NON-COMPETE AND NON-SOLICITATION.

4.1 Term: Subject to Sections 4.2, 4.3, 4.4, 4.5 and 4.6, the term of this Agreement shall be four (4) years commencing on the Effective Date, unless terminated earlier pursuant to the terms herein (the “Initial Term”); provided that the Initial Term may be extended for additional periods (each, a “Renewal Term”) upon the expiration of the Initial Term or any such Renewal Term with the mutual agreement in writing of the Company and Executive no later than thirty (30) days in advance of the expiration of the Initial Term or any such Renewal Term. The Initial Term or, in the event that Executive’s employment hereunder is terminated earlier pursuant to the terms herein or extended pursuant to this Section 4.1, such shorter or longer period, as the case may be, is referred to herein as the “Term.”

4.2 Discharge For Cause: Executive’s employment under this Agreement may be terminated by the Company (subject to the notice and cure period set forth in Section 2.11, if applicable), without further obligation by the Company, except for payment of any base salary compensation and expense reimbursement accrued and unpaid to the effective date of termination and except as otherwise required by law, upon written notice to Executive of a Discharge For Cause. Such notification from the Company shall include such facts as shall be reasonably necessary to apprise Executive of the basis for such Discharge For Cause and for Executive to exercise Executive’s right to cure under Section 2.11, if applicable.

4.3 Discharge Without Cause: Executive’s employment under this Agreement may be immediately terminated by the Company upon written notice to Executive of a Discharge Without Cause. Upon termination pursuant to this Section 4.3, in return for the non-competition agreement described below, Executive shall be entitled to the following benefits (the “Without Cause Severance Package”): (i) Executive shall receive monthly payments of $37,500 for a period of eighteen (18) months from the date of such termination and (ii) reimbursement for COBRA health insurance costs for eighteen (18) months. Other than the foregoing, Executive shall not be entitled to any payment hereunder for subsequent periods upon Executive’s termination of employment upon a Discharge Without Cause. The Without Cause Severance Package shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause. As a condition to receiving the Without Cause Severance Package, Executive shall execute (i) a release of claims (other than a release of Executive’s claims for amounts required to be paid pursuant to this Section 4.3) in the form attached hereto as Exhibit C and (ii) a non-competition and non-solicitation agreement having a term of at least eighteen (18) months, and with terms and subject to conditions substantially similar to those contained in Section 4.8 of this Agreement.

4.4 Termination For Good Reason: Executive’s employment under this Agreement may be terminated by Executive (subject to the notice and cure period set forth in Section 2.15) upon written notice to the Company of a Termination For Good Reason. Upon termination pursuant to this Section 4.4, in return for the non-competition agreement described

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below, Executive shall be entitled to the following benefits (the “Good Reason Severance Package”): (i) Executive shall receive monthly payments of $37,500 for a period of eighteen (18) months from the date of such termination and (ii) reimbursement for COBRA health insurance costs for eighteen (18) months. Other than the foregoing, Executive shall not be entitled to any payment hereunder for subsequent periods upon Executive’s termination of employment upon a Termination For Good Reason. The Good Reason Severance Package shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time following Executive’s termination of employment upon a Termination For Good Reason. As a condition to receiving the Termination For Good Reason Severance Package, Executive shall execute (i) a release of claims (other than a release of Executive’s claims for amounts required to be paid pursuant to this Section 4.4) in the form attached hereto as Exhibit C and (ii) a non-competition and non-solicitation agreement having a term of at least eighteen (18) months, and with terms and subject to conditions substantially similar to those contained in Section 4.8 of this Agreement.

4.5 Termination Upon Death: This Agreement shall immediately terminate without action or notice by either party upon the death of Executive and without further obligation by the Company, except for payment of all amounts of base salary compensation and expense reimbursement accrued and unpaid to the effective date of termination and except as otherwise required by law.

4.6 Termination Upon Permanent Disability: Executive’s employment under this Agreement may be immediately terminated by the Company upon written notice to Executive of a termination for the Permanent Disability of Executive. Upon termination pursuant to this Section 4.6, and in return for the non-competition agreement described below, the Executive shall be entitled to receive (i) monthly payments of $37,500 for a period of twelve (12) months from the date of such termination and (ii) reimbursement for COBRA health insurance costs for twelve (12) months (“Permanent Disability Severance Package”). The Permanent Disability Severance Package shall also include, in addition to the foregoing, all amounts of base salary compensation and expense reimbursement accrued and unpaid to the effective date of termination. Payments made pursuant to the Permanent Disability Severance Package shall be reduced by the amount of any disability benefits paid during and for the same period to Executive under any disability insurance policy provided by the Company as a benefit to Executive. The Permanent Disability Severance Package shall be payable to Executive in accordance with the Company’s general payroll practices as the same may exist from time to time following a termination of Executive pursuant to this Section 4.6. As a condition to receiving the Permanent Disability Severance Package, Executive shall execute (i) a release of claims (other than a release of Executive’s claims for amounts required to be paid pursuant to this Section 4.6) in the form attached hereto as Exhibit C and (ii) a non-competition and non-solicitation agreement having a term of at least eighteen (18) months and with terms and subject to conditions substantially similar to those contained in Section 4.8 of this Agreement.

4.7 Confidential and Proprietary Information: Executive agrees that he will not, either directly or indirectly, and Executive will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Executive’s duties to the Company, (ii) as required to be included in any

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report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Executive or any Covered Entity which is Controlled by Executive, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Executive or any Covered Entity which is Controlled by Executive, (v) as required in connection with an audit by any taxing authority, or (vi) is made with the express written consent of the Board of Directors. In the event that Executive or any such Covered Entity which is Controlled by Executive is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Executive shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Executive (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Executive shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Executive further agrees to execute the Company’s standard proprietary information and inventions assignment agreement or similar agreement.

4.8 Non-Compete and Non-Solicitation:

(a) Except as otherwise explicitly permitted by the last sentence of this Section 4.8(a) of this Agreement, during the Term and for a period of eighteen (18) months thereafter, Executive shall not, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory (including, without limitation, providing services to any customer or other person or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 4.8(a) of this Agreement, during the Term and for a period of eighteen (18) months thereafter, Executive shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take an ownership interest or profit-sharing percentage in, seek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 4.8(a) prohibits Executive or any Affiliate of Executive from owning (i) less than five percent (5%) of any class of voting securities publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any issuer, and (ii) an immaterial amount of a Covered Entity as a result of a purchase decision made by a third party after the Effective Date without the knowledge of Executive and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof.

(b) During the Term and for a period of eighteen (18) months thereafter, Executive will not, either directly or indirectly and will not permit any Covered Entity which is Controlled by Executive to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such solicitation or other action; or

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(ii) hire, solicit, take away, or attempt to hire, solicit or take away (either on such Executive’s behalf or on behalf of any other person or entity) any person (1) who is then an employee of the Company or any Affiliate of the Company; or (2) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action.

(c) Executive agrees that the payment of any amount of any Without Cause Severance Package, Good Reason Severance Package or Permanent Disability Severance Package is conditioned on Executive’s compliance with this Section 4.8 and that the Company will have the right to withhold payment if Executive is in breach of this Section 4.8.

4.9 Enforcement; Remedies: Executive agrees and acknowledges that the Company has a valid and legitimate business interest in protecting the Business in the Territory from any activity prohibited by Section 4.7 or 4.8 of this Agreement. Executive acknowledges that Executive’s expertise in the Business is of a special and unique character which gives this expertise a particular value, and that a breach of Section 4.7 or 4.8 of this Agreement by Executive will cause serious and potentially irreparable harm to the Company. Executive therefore acknowledges that a breach of Section 4.7 or 4.8 of this Agreement by Executive cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Executive acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement without any requirement to post bond. Executive acknowledges, however, that no specification in this Agreement of a particular legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Executive.

5.0 COMPENSATION AND BENEFITS. For Executive’s services, the Company agrees to pay Executive compensation as follows:

5.1 Salary: Base compensation equal to an annual salary of $300,000 is to be paid according to the Company’s general payroll practices as same may exist from time to time. Executive’s base compensation will be subject to annual reviews and increases as approved by the Board of Directors.

5.2 Annual Bonus: Executive shall be eligible to receive an annual target bonus in an amount up to $300,000, payable quarterly in the discretion of the Board of Directors. Additionally, Executive shall be eligible to participate in an additional bonus pool of which Executive shall be eligible to earn up to an additional $200,000 annually in the discretion of the Board of Directors. For fiscal year 2007, the aggregate amount of bonus payments received by Executive shall be no less than $150,000. In addition, for fiscal year 2006 and any other partial year of service, any annual bonus payments shall be prorated based on Executive’s duration of service in such year; provided, however, that no bonus will be payable to Executive in the event of a Discharge for Cause.

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5.3 Stock Bonus: The Company shall grant Executive 661,765 shares of Series B Contingent Preferred Stock (the “Series B Shares”) pursuant to the terms and conditions set forth in the agreement evidencing the grant, a copy of which is attached hereto as Exhibit D, and subject to the provisions of the Amended and Restated Stockholders Agreement, a copy of which is attached hereto as Exhibit E to which Executive shall become a party by executing a joinder agreement thereto. The value of the Series B Shares shall be determined by the appraisal of an independent accounting firm to be selected in the discretion of the Board of Directors.

5.4 Loans. The Company agrees to make a loan or loans to Executive in an amount that would be necessary for Executive to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Shares (the principal amount of such loan or loans shall include both amounts paid directly to Executive and any amounts paid by the Company on Executive’s behalf in respect of any withholding or other taxes with respect to the Series B Shares). Executive agrees to make such election in a timely manner. Such loan shall bear interest at the applicable federal rate (as defined in the Code) in effect at the time such loan is made. Executive shall repay the full amount of any such loan in four equal annual payments of principal and interest, commencing on the first anniversary of the date on which the loan is furnished. In the event that (i) Executive voluntarily terminates his employment with the Company (other than a Termination For Good Reason), (ii) a Discharge For Cause occurs, (iii) a Change in Control occurs or (iv) the Company registers shares or debt pursuant to the Securities Act of 1933, as amended, the full amount of any such outstanding loan and all accrued interest shall become immediately due and payable. In the event (i) of a Discharge Without Cause, (ii) of a Termination For Good Reason, (iii) that the Company files a certificate of dissolution with the Secretary of State of Delaware and is dissolved in accordance with the Delaware General Corporation Law (other than in connection with a Change in Control) or (iv) that a court enters an order for the relief sought in a voluntary or involuntary case with respect to the Company under applicable bankruptcy, insolvency or similar law, the amount of any such outstanding loan and accrued interest thereon shall be immediately forgiven by the Company.

5.5 Reimbursement of Expenses: The Company shall reimburse Executive for any reasonable business expenses incurred by Executive in the ordinary course of the Company’s business in accordance with the Company’s reimbursement policies then in effect. These expenses shall be substantiated by invoices and receipts, to be submitted by Executive within thirty (30) days after incurrence.

5.6 Benefits: During the Term, Executive shall be entitled to receive all benefits of employment generally available to the Company’s other executive employees to the extent Executive is eligible for them, including, at a minimum, medical, dental and disability insurance and participation in the Company’s 401(k) plan, except to the extent that such participation in any benefits plan would, in the opinion of the Board of Directors, alter the intended tax treatment of such plan.

5.7 Vacation: Executive shall be entitled to five weeks of vacation per each calendar year of service.

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5.8 Withholding: Executive authorizes the Company to make any and all applicable withholdings of federal and state taxes and other items the Company may be required to deduct, as such items may exist under this Agreement or otherwise from time to time.

6.0 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive shall not have any right to assign or otherwise transfer this Agreement or any of Executive’s rights, duties or any other interest herein (except in connection with any assignment of rights to receive consideration hereunder by or to Executive’s estate made upon the death of Executive) to any party without the prior written consent of the Company, and any such purported assignment shall be null and void. Notwithstanding the foregoing, the Company may without obtaining the consent of Executive, assign any or all of its rights and obligations under this Agreement to any of its Affiliates or to its lenders as collateral security. To the extent that the Company assigns its rights and obligations hereunder, the Company shall not be relieved of its obligations hereunder in respect of any such assignment.

7.0 SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties as stated herein shall survive the termination of this Agreement.

8.0 ENTIRE AGREEMENT.

8.1 Sole Agreement: This Agreement (including any attachments and exhibits hereto) contains the parties’ sole and entire agreement regarding the subject matter hereof, and supersedes any and all other agreements, understandings, statements and representations of the parties, including, but not limited to, any employment agreement or other agreement regarding Executive’s compensation or terms of employment entered into prior to the Effective Date.

8.2 No Other Representations: The parties acknowledge and agree that, except for those representations specifically referenced herein, no party has made any representations (a) concerning the subject matter hereof or (b) inducing the other party to execute and deliver this Agreement. The parties have relied on their own judgment in entering into this Agreement.

9.0 MODIFICATIONS OR WAIVERS. Waivers or modifications of this Agreement, or of any covenant, condition, or limitation contained herein, are valid only if in writing duly executed by the parties hereto.

10.0 GOVERNING LAW. This Agreement shall be governed pursuant to the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

11.0 SEVERABILITY. In the event that any provision or term of this Agreement, or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in this Agreement) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under applicable laws.

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12.0 INTERPRETATION; SECTION HEADINGS. The section and subsection heading of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

13.0 NOTICES. All notices and other communications under or in connection with this Agreement shall be in writing and shall be deemed given (i) if delivered personally, upon delivery, (ii) if delivered by registered or certified mail (return receipt requested), upon the earlier of actual delivery or three (3) days after being mailed, (iii) if given by overnight courier with receipt acknowledgment requested, the next business day following the date sent, or (iv) if given by facsimile or telecopy, upon confirmation of transmission by facsimile or telecopy, in each case to the parties at the following addresses:

To the Company:	The telx Group, Inc.
	c/o GI Partners Fund II, L.P.
	GI Partners Side Fund II, L.P.
	2730 Sand Hill Road
	Suite 280
	Menlo Park, CA 94025
	Facsimile: (650) 233-3601
	Attention: Eric Harrison
with a copy to:	Paul, Hastings, Janofsky & Walker LLP
	695 Town Center Drive, 17th Floor
	Costa Mesa, California 92626
	Facsimile: (714) 979-1921
	Attention: William J. Simpson, Esq.
To Executive:	Eric Shepcaro
	[address]
with a copy to:	Epstein, Englert, Staley & Coffey
	425 California Street, 17th Floor
	San Francisco, CA 94104
	Facsimile: (415) 398-6938
	Attention: Samuel R. Coffey

14.0 JOINT PREPARATION. All parties to this Agreement have negotiated it at length, and have had the opportunity to consult with and be represented by their own competent counsel. This Agreement is therefore deemed to have been jointly prepared by the parties, and any uncertainty or ambiguity existing in it shall not be interpreted against any party, but rather shall be interpreted according to the rules generally governing the interpretation of contracts.

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15.0 THIRD-PARTY BENEFICIARIES. No term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization, corporation or entity not a party hereto, and no such other person, firm, organization, corporation or entity shall have any right or cause of action hereunder.

16.0 ARBITRATION.

(a) Any controversy, claim or dispute involving the parties (or their affiliated persons or entities) directly or indirectly concerning this Agreement, or the subject matter thereof, shall be finally settled by arbitration held in New York, New York by one (1) arbitrator in accordance with the rules of employment arbitration then followed by the American Arbitration Association or any successor to the functions thereof. The arbitrator shall apply New York law in the resolution of all controversies, claims and disputes and shall have the right and authority to determine how his or her decision or determination as to each issue or matter in dispute may be implemented or enforced. Any decision or award of the arbitrator shall be final and conclusive on the parties to this Agreement and their respective Affiliates, and there shall be no appeal therefrom other than from gross negligence or willful misconduct. Notwithstanding the foregoing, claims regarding worker’s compensation and unemployment compensation benefits shall not be subject to arbitration under this Agreement. The Company shall bear all costs of the arbitrator in any action brought under this Section 16.0.

(b) The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate state court in New York, and in connection with such action to compel, the laws of New York shall control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

(c) Notwithstanding the foregoing, the Company shall be entitled to seek injunctive relief, in any court of competent jurisdiction, to enforce this Agreement and this Section 16.0 shall not limit the right of the Company to seek judicial relief pursuant to Section 4.9 of this Agreement without prior arbitration.

17.0 COOPERATION AND FURTHER ACTIONS. The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement.

18.0 ATTORNEYS’ FEES. In the event of any dispute related to or based upon this Agreement, the prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs.

19.0 COUNTERPARTS. This Agreement may be executed in one or more counterparts, including electronically transmitted counterparts, each of which shall be deemed an original and all of which shall be considered one and the same instrument.

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20.0 INTERNAL REVENUE CODE SECTION 409A. The parties acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the code, and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including without limitation any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder would otherwise be taxable to Executive under Section 409A, the Company may adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines in its sole discretion are necessary or appropriate to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under such Section.

21.0 MITIGATION WITH RESPECT TO SEVERANCE AMOUNTS. Subject to the terms and conditions of this Agreement, in the event that Executive is entitled under this Agreement to receive the Without Cause Severance Package, Good Reason Severance Package or Permanent Disability Severance Package, as applicable, such severance amounts to which Executive is entitled (subject to the terms and conditions of this Agreement, including, without limitation, Section 4.8(c) hereof) shall not be reduced as a result of any duty to mitigate damages or by the amount of compensation Executive receives from other employers during the period in which such severance amounts are paid.

[SIGNATURE PAGE FOLLOWS]

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[SIGNATURE PAGE TO EXECUTIVE EMPLOYMENT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representatives to execute, this Agreement as of the Effective Date.

The telx Group, Inc. a Delaware corporation
By:	/s/ J. Todd Raymond
Name:	J. Todd Raymond
Title:	President and Interim CEO
Executive
/s/ Eric Shepcaro
Eric Shepcaro

EX-10.34

Exhibit 10.34

EXECUTION COPY

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between The tel^x Group, Inc., a Delaware corporation (the “Company”), and Christopher W. Downie (“Employee”), and shall be effective as of May 25, 2007 (the “Effective Date”).

1.0 RECITALS.

1.1 The Company desires to employ Employee, and Employee desires to be so employed by the Company, on the terms and subject to the conditions set forth in this Agreement; and

1.2 As an executive of the Company, Employee shall have access to valuable confidential and proprietary information used in the business of the Company, including financial data, customer data, operational data, trade secrets and other intellectual property that if disclosed to or used by competitors or potential competitors would cause irreparable harm to the Company, and as a result, Employee and the Company desire to provide the Company with adequate protection from the unauthorized disclosure or use of the Company’s confidential and proprietary information.

NOW, THEREFORE, in consideration of the foregoing facts, the mutual covenants and agreements contained herein and other good and valuable consideration, the Company and Employee agree as follows:

2.0 DEFINITIONS.

2.1 Affiliate: “Affiliate” means, with respect to any party, any corporation, limited liability company, partnership, joint venture, firm and/or other entity which Controls, is Controlled by or is under common Control with such party.

2.2 Board of Directors: “Board of Directors” shall mean the board of directors of the Company.

2.3 Business: “Business” means the operation of “MEET-ME-ROOMs” and network interconnection facilities.

2.4 Code: “Code” means the Internal Revenue Code of 1986, as amended.

2.5 Common Stock: “Common Stock” means common stock, par value $0.0001 per share, of the Company.

2.6 Confidential and Proprietary Information: “Confidential and Proprietary Information” means all proprietary trade secrets and/or proprietary information and any information, concept or idea in whatever form, tangible or intangible, pertaining in any manner to the business of the Company or any Affiliate of the Company, or to the Company’s (or any of the Company’s Affiliates’) customers, clients, consultants, Referral Sources (as

defined below) or business associates, unless the information is or becomes publicly known through lawful means (other than disclosure by Employee, unless such disclosure by Employee is made in good faith in the course of performing Employee’s duties under this Agreement, or with the express written consent of the Board of Directors). As used herein, “Referral Source” means any person or entity that, directly or indirectly, refers customers or business to the Company.

2.7 Control: “Control” means (i) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or participating assets entitled to vote for the election of directors; and (ii) in the case of non-corporate entities (such as individuals, limited liability companies, partnerships or limited partnerships), either (A) direct or indirect ownership of at least fifty percent (50%) of the equity interest, or (B) the power to direct the management and policies of the noncorporate entity.

2.8 Covered Entity: “Covered Entity” means every Affiliate of Employee, and every business, association, trust, corporation, partnership, limited liability company, proprietorship or other entity in which Employee has invested in (whether through debt or equity securities), or has contributed any capital or made any advances to, or in which any Affiliate of Employee has an ownership interest or profit sharing percentage, or a firm from which Employee or any Affiliate of Employee receives or is entitled to receive income, compensation or consulting fees or in which Employee or any Affiliate of Employee has an interest as a lender (other than solely as a trade creditor for the sale of goods or provision of services that do not otherwise violate the provisions of this Agreement). The agreements of Employee contained herein specifically apply to each entity which is presently a Covered Entity or which becomes a Covered Entity subsequent to the date of this Agreement. Notwithstanding anything contained in the foregoing provisions to the contrary, the term “Covered Entity” shall not include the Company, any subsidiary of the Company, or any Affiliate of the Company or any such subsidiary.

2.9 Disability: “Disability” shall mean a good faith determination by the Board of Directors that Employee is unable to perform Employee’s duties and responsibilities contemplated by this Agreement as a result of physical or mental incapacity, illness or other condition, whether total or partial, which inability continues for a period exceeding 90 consecutive days or shorter periods exceeding 90 days in the aggregate during any twelve (12) month period.

2.10 Discharge For Cause: “Discharge For Cause” shall mean termination of Employee’s employment by the Company for any one or more of the following: (i) gross negligence or willful misfeasance or nonfeasance by Employee in the performance of his duties (which includes, without limitation, not following the directions of the Board of Directors or the Chief Executive Officer); (ii) refusal by Employee to perform, or the continued failure by Employee to perform, his assigned duties (other than by reason of Disability), that, in the case of a failure to perform, continues uncured for thirty (30) days following receipt of written notice from the Company; (iii) Employee engaging in any act of fraud or embezzlement; (iv) Employee engaging in any illegal conduct or in any act of dishonesty or moral turpitude, the purpose or effect of which adversely affects the Company or any of its Affiliates (including, without

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limitation, the reputation of the Company or any of its Affiliates); (v) Employee breaching in any material respect any provision of this Agreement or any employee policy or procedure of the Company, which breach is not cured within thirty (30) days after receipt of written notice from the Company (provided, however, it being understood that (x) any breach of any provision of Section 5 shall be deemed material and (y) such cure period shall not apply to any breach of any provision of Section 5); (vi) Employee committing, or entering a plea of guilty or nolo contendere (or its equivalent) to, a felony; (vii) Employee’s violation of any federal, state or local law or regulation applicable to the Company, an Affiliate or their respective businesses which causes material injury to the Company or any of its Affiliates (including, without limitation, the reputation of the Company or any of its Affiliates) or Employee’s intentional or knowing violation of any law or regulation applicable to the Company; (viii) Employee’s conduct that constitutes a breach of any statutory or common law duty of loyalty to the Company or any of its Affiliates; or (ix) Employee’s commencement of employment with another company while he is an employee of the Company without the prior consent of the Board of Directors.

2.11 Discharge Without Cause: “Discharge Without Cause” shall mean the Company’s termination of Employee’s employment hereunder for any reason other than a (i) Discharge For Cause, (ii) termination for Disability or (iii) due to Employee’s death.

2.12 Subsidiary: “Subsidiary” shall mean any corporation, trust, general or limited partnership, limited liability company, limited liability partnership, firm, company or other business enterprise which is Controlled by the Company through direct ownership of the stock or other proprietary interests of such business enterprise or indirectly through the ownership of stock or other proprietary interests in one (1) or more other business enterprises which are connected with the Company by means of one (1) or more chains of business enterprises that are connected by ownership of stock or other proprietary interests.

2.13 Territory: “Territory” means each and every state, county, city or other political subdivision or geographic location in the United States.

3.0 CAPACITIES AND DUTIES.

3.1 Positions: Employee is hereby employed in the capacity of Chief Financial Officer of the Company. Employee will at all times abide by the Company’s written personnel policies applicable to similarly situated employees of the Company as in effect from time to time and previously provided to Employee, and will faithfully and to the best of Employee’s ability, experience and talents perform all of the duties that may be required of and from Employee pursuant to the terms hereof, provided that such duties are consistent with Employee’s positions and level of authority with the Company.

3.2 Exclusive Services: While employed hereunder, Employee agrees to devote Employee’s reasonable best efforts and full business time to rendering services to the Company. Employee is specifically restricted from being employed by any other company, other than a Subsidiary or an Affiliate of the Company, while under the Company’s employ pursuant to this Agreement.

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3.3 Proprietary Information and Inventions Assignment: Employee will be required, as a condition of his continued employment with the Company, to sign the proprietary information and inventions assignment agreement attached hereto as Annex A.

4.0 EMPLOYMENT AND TERMINATION.

4.1 Employment at Will: Subject to the notice and other applicable provisions set forth in this Agreement, both the Company and Employee shall have the right to terminate Employee’s employment with the Company at any time, whether or not as a result of a Discharge For Cause, and without prior notice. If Employee’s employment with the Company is terminated, Employee will be eligible to receive severance benefits only to the extent provided in this Agreement.

4.2 Discharge For Cause: Employee’s employment under this Agreement may be terminated by the Company (subject to the notice and cure period set forth in Section 2.10, if applicable) upon written notice from the Company to Employee of a Discharge For Cause. Such notification from the Company shall include such facts as shall be reasonably necessary to apprise Employee of the basis for such Discharge For Cause. Upon a Discharge For Cause, the Company shall have no further obligation to Employee except for payment of any Base Salary and expense reimbursement accrued and unpaid to the effective date of termination and except as otherwise required by law (the “Accrued Obligations”). The date of Discharge For Cause shall be the date specified in the written notice of Discharge For Cause from the Company to Employee.

4.3 Discharge Without Cause: Employee’s employment under this Agreement may be immediately terminated by the Company upon written notice to Employee of a Discharge Without Cause. Upon a Discharge Without Cause: (a) Employee shall be entitled to receive payment of his Accrued Obligations to the effective date of termination; and (b) subject to Employee’s delivery and nonrevocation of an executed, effective general release in the form that is attached hereto as Annex B and continued compliance with the provisions of Section 5 hereof, Employee shall be entitled to the following benefits (the “Severance Package”): (i) Employee shall be entitled to receive an amount equal to the Employee’s Base Salary which shall be payable in twelve (12) equal installments during the twelve (12)-month period commencing on the date of Discharge Without Cause (the “Severance Period”) and (ii) to the extent Employee elects to continue his medical insurance benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA Coverage”), under the Company’s group medical insurance plan, the Company shall pay for the cost to continue COBRA Coverage for Employee (and his eligible dependents who participated in the Company’s medical insurance plans on the date immediately preceding the date of Employee’s termination of employment upon a Discharge Without Cause) for the period from the date of Employee’s termination of employment upon a Discharge Without Cause until the earlier of (A) the end of the Severance Period or (B) until Employee becomes eligible to participate in another employer medical insurance plan, whichever occurs first. Other than the foregoing, Employee shall not be entitled to any payment hereunder for subsequent periods upon Employee’s termination of employment upon a Discharge Without Cause. The payments payable under this Section shall be payable to Employee in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause. The date of Employee’s Discharge Without Cause shall be the date specified in the written notice of termination to Employee.

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4.4 Termination Due to Disability: In the event of Employee’s Disability, the Company shall be entitled to immediately terminate his employment upon written notice by the Company to Employee. In the case that the Company terminates Employee’s employment due to Disability, the Company shall have no further obligations to Employee, except for payment of the Accrued Obligations to the effective date of termination. The date of Employee’s termination of employment due to Disability shall be the date specified in the written notice of termination to Employee.

4.5 Termination Upon Death: This Agreement shall immediately terminate without action or notice by either party upon the death of Employee and without further obligation by the Company, except for payment of the Accrued Obligations to the effective date of termination.

5.0 COVENANTS OF EMPLOYEE

5.1 Confidential and Proprietary Information: Employee agrees that he will not, either directly or indirectly, and Employee will not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Employee’s duties to the Company, (ii) as required in response to any summons or subpoena or in connection with any litigation, (iii) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Employee or any Covered Entity which is Controlled by Employee, or (iv) with the express written consent of the Board of Directors. In the event that Employee or any such Covered Entity which is Controlled by Employee is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Employee shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Employee (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Employee shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Employee shall return all tangible evidence of Confidential and Proprietary Information to the Company prior to or at the termination of his employment.

5.2 Non-Compete and Non-Solicitation:

(a) Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory (including, without limitation,

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providing services to any customer or other person or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take an ownership interest or profit-sharing percentage in, seek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) shall prohibit Employee or any Affiliate of Employee from owning less than five percent (5%) of any class of voting securities registered under the Securities Exchange Act of 1934, as amended, and publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any issuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof.

(b) While employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such solicitation or other action; or (ii) hire, solicit, take away, or attempt to hire, solicit or take away (either on such Employee’s behalf or on behalf of any other person or entity) any person (A) who is then an employee of the Company or any Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action.

(c) Employee hereby acknowledges and agrees that the payment of any amount under the Severance Package is conditioned upon Employee’s compliance with the provisions of this Section 5, and that the Company will have the right to withhold payment if Employee is in breach of any of the provisions of this Section 5.

5.3 Enforcement; Remedies: Employee agrees and acknowledges that the Company has a valid and legitimate business interest in protecting the Business in the Territory from any activity prohibited by this Section 5. Employee acknowledges that Employee’s expertise in the Business is of a special and unique character which gives this expertise a particular value, and that a breach of this Section 5 by Employee will cause serious and irreparable harm to the Company. Employee therefore acknowledges that a breach of this Section 5 by Employee cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Employee acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement without any requirement to prove actual damages or post a bond. Employee acknowledges, however, that no specification in this Agreement of a particular legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Employee.

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5.4 Severability and Modification of Any Unenforceable Covenant. It is the parties’ intent that each of the covenants under this Section 5 be read and interpreted with every reasonable inference given to its enforceability. However, it is also the parties’ intent that if any term, provision or condition of the covenants is held to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is also the parties’ intent that if it is determined any of the covenants are unenforceable because of overbreadth, then the covenants shall be modified so as to make it enforceable to the fullest extent permitted under applicable laws.

5.5 Tolling. In the event of the breach by Employee of any covenant set forth in Section 5.2 hereof, the running of the period of restriction shall be automatically tolled and suspended for the amount of time that the breach continues, and shall automatically recommence when the breach is remedied so that the Company shall receive the benefit of Employee’s compliance with the covenants.

6.0 COMPENSATION AND BENEFITS. For Employee’s services, the Company agrees to pay Employee compensation as follows:

6.1 Salary: Base salary equal to an annual salary of not less than $240,000 (“Base Salary”) shall be paid to Employee according to the Company’s general payroll practices as same may exist from time to time.

6.2 Annual Bonus: Employee shall be eligible to earn an annual target bonus in an aggregate amount of up to $160,000 annually if the Company achieves certain minimum performance objectives to be determined by the Board of Directors in its discretion. For fiscal year 2007, any annual target bonus payments shall be prorated based on Employee’s duration of service in such year. Additionally, it is anticipated that an additional bonus pool (the “Stretch Bonus Program”) will be established by the Board of Directors, in its discretion, after a financial plan for the Company for fiscal year 2007 has been approved by the Board of Directors (in its discretion). After the Stretch Bonus Program has been established, Employee shall be eligible to participate in the Stretch Bonus Program, of which Employee shall be eligible to earn up to an additional $160,000 annually in the aggregate in the discretion of the Board of Directors.

6.3 Stock Bonus: Not more than 60 days after the Effective Date, the Company shall grant Employee 205,898 shares of Series B Contingent Preferred Stock (the “Series B Shares”) pursuant to the terms and conditions set forth in the agreement evidencing the grant, a copy of substantially the form of which is attached hereto as Annex C, and subject to the provisions of the Second Amended and Restated Stockholders’ Agreement, a copy of which is attached hereto as Annex D to which Executive shall become a party by executing a joinder agreement thereto.

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6.4 Loans. The Company agrees to make a loan or loans to Employee in an amount that would be necessary for Employee to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Shares (the principal amount of such loan or loans shall include both amounts paid directly to Employee and any amounts paid by the Company on Employee’s behalf in respect of any withholding or other taxes with respect to the Series B shares). Employee agrees to make such election in a timely manner. Such loan shall bear interest at the applicable federal rate pursuant to the Code in effect at the time such loan is made as set forth in the applicable loan document. Employee shall repay the full amount of any such loan as follows: (i) ten percent (10%) of the principal amount of such loan on each of the first, second, third, fourth and fifth anniversaries of the date on which such loan is made, and (ii) the full amount of any outstanding principal and all unpaid accrued interest thereon on the sixth anniversary of the date on which such loan is made. The full amount of any such outstanding loan and all accrued interest shall become immediately due and payable upon the occurrence of certain events described in the applicable loan document.

6.5 Reimbursement of Expenses: The Company shall reimburse Employee for any reasonable business expenses incurred by Employee in the ordinary course of the Company’s business in accordance with the Company’s reimbursement policies then in effect. These expenses shall be substantiated by invoices and receipts, to be submitted by Employee within thirty (30) days after incurrence.

6.6 Benefits: While employed with the Company or any of its Affiliates, Employee shall be entitled to receive all benefits of employment generally available to the Company’s other senior management to the extent Employee is eligible to receive them, including, medical, dental and disability insurance and participation in the Company’s 401(k) plan, except to the extent that such participation in any benefits plan would, in the reasonable opinion of the Board of Directors, materially alter the intended tax treatment of such plan.

6.7 Vacation: Employee shall be entitled to four weeks of vacation per each calendar year of service, which shall be accrued and used in accordance with the policies of the Company as in effect from time to time.

6.8 Tax Matters: Employee authorizes the Company to make any and all applicable withholdings of federal and state taxes and other items the Company may be required to deduct, as such items may exist under this Agreement or otherwise from time to time.

7.0 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to the benefit of and be enforceable by Employee and his heirs, executors, administrators, and permitted assigns and the Company and its successors and permitted assigns. Except for any assignment of rights to receive consideration hereunder by or to Employee’s estate made upon the death of Employee (“Employee Permitted Assignment”), Employee shall not have any right to assign or otherwise transfer this Agreement or any of Employee’s rights, duties or any other interest herein to any party without the prior written consent of the Company, and any such purported assignment (other than an Employee Permitted Assignment) shall be null and void. Except for the assignment by the Company of any or all of its rights and obligations under this Agreement to (i) any of its Affiliates, (ii) its lenders as collateral security or (iii) any person or entity that acquires (whether by merger, purchase of stock, purchase of assets or otherwise), or is the successor or surviving entity in any such acquisition, merger or other transaction involving, the Company (each a “Company Permitted Assignment”), the Company shall not have any

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right to assign or otherwise transfer this Agreement or any of the Company’s rights, duties or any other interest herein to any party without the prior written consent of Employee, and any such purported assignment (other than a Company Permitted Assignment) shall be null and void. To the extent that the Company assigns its rights and obligations hereunder pursuant to a Company Permitted Assignment, the Company shall not be relieved of its obligations hereunder in respect of any such assignment.

8.0 SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties as stated herein shall survive the termination of this Agreement to the extent set forth herein.

9.0 ENTIRE AGREEMENT.

9.1 Sole Agreement: This Agreement (including any attachments, annexes and exhibits hereto) contains the parties’ sole and entire agreement regarding the subject matter hereof, and supersedes any and all other agreements, understandings, statements and representations of the parties, including, but not limited to, any employment agreement or other agreement regarding Employee’s compensation or terms of employment entered into prior to the Effective Date.

9.2 No Other Representations: The parties acknowledge and agree that, except for those representations specifically referenced herein, no party has made any representations (a) concerning the subject matter hereof or (b) inducing the other party to execute and deliver this Agreement. The parties have relied on their own judgment in entering into this Agreement.

10.0 MODIFICATIONS OR WAIVERS. Waivers or modifications of this Agreement, or of any covenant, condition, or limitation contained herein, are valid only if in writing duly executed by the parties hereto.

11.0 GOVERNING LAW. This Agreement shall be governed pursuant to the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

12.0 SEVERABILITY. In the event that any provision or term of this Agreement, or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in this Agreement) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under applicable laws.

13.0 INTERPRETATION; SECTION HEADINGS. The section and subsection heading of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

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14.0 NOTICES. All notices and other communications under or in connection with this Agreement shall be in writing and shall be deemed given (i) if delivered personally, upon delivery, (ii) if delivered by registered or certified mail (return receipt requested), upon the earlier of actual delivery or three (3) days after being mailed, (iii) if given by nationally recognized overnight courier with receipt acknowledgment requested, the next business day following the date sent, or (iv) if given by facsimile or telecopy, upon confirmation of transmission by facsimile or telecopy, in each case to the parties at the following addresses:

To the Company:	The telx Group, Inc.
	17 State Street
	33rd Floor
	New York, NY 10004
	Attention: President and General Counsel
with copies to:	GI Partners Fund II, L.P.
	2180 Sand Hill Road
	Suite 210
	Menlo Park, CA 94025
	Facsimile: (650) 233-3601
	Attention: Eric Harrison
	Paul, Hastings, Janofsky & Walker LLP
	695 Town Center Drive
	Seventeenth Floor
	Costa Mesa, CA 92626
	Facsimile: (714) 979-1921
	Attention: William J. Simpson, Esq.
To Employee:	Christopher W. Downie
	[address]

15.0 JOINT PREPARATION. All parties to this Agreement have negotiated it at length, and have had the opportunity to consult with and be represented by their own competent counsel. This Agreement is therefore deemed to have been jointly prepared by the parties, and any uncertainty or ambiguity existing in it shall not be interpreted against any party, but rather shall be interpreted according to the rules generally governing the interpretation of contracts.

16.0 THIRD-PARTY BENEFICIARIES. Except as provided in Section 7.0, no term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization, corporation or entity not a party hereto, and no such other person, firm, organization, corporation or entity shall have any right or cause of action hereunder.

17.0 ARBITRATION.

17.1 Any controversy, claim, cause of action, in law or equity, or dispute involving the parties (or their affiliated persons or entities) directly or indirectly concerning this Agreement, or the subject matter thereof, including its enforcement, performance, breach, or

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interpretation, shall be resolved solely and exclusively by final and binding arbitration held in New York, New York by one (1) arbitrator in accordance with the rules of employment arbitration then followed by the American Arbitration Association or any successor to the functions thereof. The arbitrator shall apply New York law in the resolution of all controversies, claims and disputes and shall have the right and authority to determine how his or her decision or determination as to each issue or matter in dispute may be implemented or enforced. Any decision or award of the arbitrator shall be final and conclusive on the parties to this Agreement and their respective Affiliates, and there shall be no appeal therefrom other than from gross negligence or willful misconduct. Notwithstanding the foregoing, claims regarding worker’s compensation and unemployment compensation benefits shall not be subject to arbitration under this Agreement. Each party in any such arbitration shall be responsible for its own attorneys’ fees, costs and necessary disbursement; provided, however, that if one party refuses to arbitrate and the other party seeks to compel arbitration by court order, if such other party prevails, it shall be entitled to recover its reasonable attorneys’ fees, costs and necessary disbursements.

17.2 The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate state court in New York County, New York, and in connection with such action to compel, the laws of New York shall control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

17.3 Notwithstanding the foregoing, (a) the Company shall be entitled to seek injunctive relief, in any court of competent jurisdiction, to enforce this Agreement, and (b) this Section 17.0 shall not limit the right of the Company to seek judicial relief pursuant to Section 5.3 of this Agreement without prior arbitration.

18.0 COOPERATION AND FURTHER ACTIONS. The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement.

19.0 COUNTERPARTS. This Agreement may be executed in counterparts, including electronically transmitted counterparts, each of which shall be deemed an original and both of which shall be considered one and the same instrument.

20.0 INTERNAL REVENUE CODE SECTION 409A. The parties hereby acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their commercially reasonable efforts to achieve timely compliance with, Section 409A of the Code, and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder would otherwise be taxable to Employee under Section 409A, the Company may adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines in its discretion are necessary or appropriate to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under such Section.

[SIGNATURE PAGE FOLLOWS]

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[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representatives to execute, this Agreement as of the Effective Date.

The telx Group, Inc. a Delaware corporation
By:	/s/ Eric Shepcaro
Name:	Eric Shepcaro
Title:	CEO
EMPLOYEE
/s/ Chris Downie
Christopher W. Downie

EX-10.35

Exhibit 10.35

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between The telx Group, Inc., a Delaware corporation (the “Company”), and J. Todd Raymond (“Employee”), and shall be effective as of the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of September 20, 2006, by and among GI Partners Fund II, L.P., GI Partners Side Fund II, L.P., Tantamount Acquisition Sub LLC, the Company and Employee, as Representative of the Company Holders (the date on which this Agreement becomes effective being hereinafter referred to as the “Effective Date”)).

1.0 RECITALS.

1.1 The Company desires to employ Employee, and Employee desires to be so employed by the Company, on the terms and subject to the conditions set forth in this Agreement; and

1.2 As an officer of the Company, Employee shall have access to valuable confidential and proprietary information used in the business of the Company, including financial data, customer data, operational data, trade secrets and other intellectual property that if disclosed to or used by competitors or potential competitors would cause irreparable harm to the Company, and as a result, Employee and the Company desire to provide the Company with adequate protection from the unauthorized disclosure or use of the Company’s confidential and proprietary information.

NOW, THEREFORE, in consideration of the foregoing facts, the mutual covenants and agreements contained herein and other good and valuable consideration, the Company and Employee agree as follows:

2.0 DEFINITIONS.

2.1 Affiliate: “Affiliate” means, with respect to any party, any corporation, limited liability company, partnership, joint venture, firm and/or other entity which Controls, is Controlled by or is under common Control with such party.

2.2 Board of Directors: “Board of Directors” shall mean the board of directors of the Company.

2.3 Business: “Business” means the operation of “MEET-ME-ROOMs” and network interconnection facilities.

2.4 Code: “Code” means the Internal Revenue Code of 1986, as amended.

2.5 Common Stock: “Common Stock” means common stock, par value $0.00001 per share, of the Company.

2.6 Confidential and Proprietary Information: “Confidential and Proprietary Information” means all proprietary trade secrets and/or proprietary information and any information, concept or idea in whatever form, tangible or intangible, pertaining in any manner to the business of the Company or any Affiliate of the Company, or to the Company’s (or any of the Company’s Affiliates’) customers, clients, consultants, Referral Sources (as defined below) or business associates, unless the information (a) is or becomes publicly known through lawful means (other than disclosure by Employee, unless such disclosure by Employee is made in good faith in the course of performing Employee’s duties under this Agreement, or with the express written consent of the Board of Directors) or (b) was known to Employee, or lawfully received by Employee from a third party, without obligation of confidentiality. As used herein, “Referral Source” means any person or entity that, directly or indirectly, refers customers or business to the Company.

2.7 Control: “Control” means (i) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or participating assets entitled to vote for the election of directors; and (ii) in the case of non-corporate entities (such as individuals, limited liability companies, partnerships or limited partnerships), either (A) direct or indirect ownership of at least fifty percent (50%) of the equity interest, or (B) the power to direct the management and policies of the noncorporate entity.

2.8 Covered Entity: “Covered Entity” means every Affiliate of Employee, and every business, association, trust, corporation, partnership, limited liability company, proprietorship or other entity in which Employee has invested in (whether through debt or equity securities), or has contributed any capital or made any advances to, or in which any Affiliate of Employee has an ownership interest or profit sharing percentage, or a firm from which Employee or any Affiliate of Employee receives or is entitled to receive income, compensation or consulting fees or in which Employee or any Affiliate of Employee has an interest as a lender (other than solely as a trade creditor for the sale of goods or provision of services that do not otherwise violate the provisions of this Agreement). The agreements of Employee contained herein specifically apply to each entity which is presently a Covered Entity or which becomes a Covered Entity subsequent to the date of this Agreement. Notwithstanding anything contained in the foregoing provisions to the contrary, the term “Covered Entity” shall not include the Company, any subsidiary of the Company, or any Affiliate of the Company or any such subsidiary.

2.9 Disability: “Disability” shall mean a good faith determination by the Board of Directors that Employee is unable to substantially perform the duties and responsibilities contemplated by this Agreement as a result of physical or mental incapacity, whether total or partial, which inability continues for a period exceeding 90 consecutive days or shorter periods exceeding 90 days in the aggregate during any period of 180 consecutive days.

2.10 Discharge For Cause: “Discharge For Cause” shall mean termination of Employee’s employment by the Company for any one or more of the following: (i) gross negligence or willful misfeasance demonstrated by Employee in the performance of his duties; (ii) refusal to perform, or the willful and continued failure by Employee to substantially perform, any duty or obligation commensurate with Employee’s position assigned to Employee (other than any such failure to perform resulting from Employee’s incapacity due to physical or mental

illness), that, in the case of a failure to perform, continues uncured for thirty (30) days following receipt of written notice from the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed any of his duties or obligations hereunder; (iii) Employee engaging in any act of fraud or embezzlement; (iv) Employee engaging in any act of dishonesty or moral turpitude which causes material injury to the Company or any of its Affiliates; (v) Employee willfully breaching in any material respect any material provision of this Agreement or any material employee policy or procedure of the Company, which breach is not cured within thirty (30) days after receipt of written notice from the Company that specifically identifies the manner in which the Company believes Employee has breached any such provision, policy, or procedure (it being understood that (y) each provision of Section 5 is a material provision of this Agreement, and (z) such cure period shall not apply to any breach of any provision of Section 5); (vi) Employee committing, or entering into a plea of guilty or nolo contendere (or its equivalent) to, a felony; or (vii) Employee’s violation of any federal, state or local law applicable to the Company, an Affiliate or their respective businesses which causes material injury to the Company or any of its Affiliates. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

2.11 Discharge Without Cause: “Discharge Without Cause” shall mean the Company’s termination of Employee’s employment hereunder for any reason other than a (i) Discharge For Cause, (ii) termination for Disability or (iii) due to Employee’s death.

2.12 Subsidiary: “Subsidiary” shall mean any corporation, trust, general or limited partnership, limited liability company, limited liability partnership, firm, company or other business enterprise which is Controlled by the Company through direct ownership of the stock or other proprietary interests of such business enterprise or indirectly through the ownership of stock or other proprietary interests in one (1) or more other business enterprises which are connected with the Company by means of one (1) or more chains of business enterprises that are connected by ownership of stock or other proprietary interests.

2.13 Termination For Good Reason: “Termination For Good Reason” shall mean termination by Employee of his employment hereunder as a result of (i) any reduction in Employee’s salary below the Base Salary Amount or failure to timely pay any due and payable portion thereof, (ii) any reduction in the maximum target amount of either the Annual Bonus or the Stretch Bonus or failure to timely pay any due and payable portion thereof, (iii) any material breach by the Company of Section 6.3, Section 6.4, Section 6.6 or Section 6.7, (iv) any material breach by the Company of any indemnification provisions benefiting Employee set forth in the Company’s bylaws or certificate of incorporation in effect on the date of this Agreement (it being understood that such indemnification provisions shall be applicable to Employee regardless of any subsequent amendment or other modification of such provisions, except to the extent that any subsequent amendment or modification of such provisions is required under applicable law) or any indemnification agreement entered into between the Company and Employee from time to time for the benefit of Employee, or (v) any permanent relocation of Employee’s principal place of work specified in Section 3.4.

2.14 Termination Without Good Reason: “Termination Without Good Reason” shall mean termination by Employee of his employment hereunder for any reason other than a Termination For Good Reason.

2.15 Territory: “Territory” means each and every state, county, city or other political subdivision or geographic location in the United States.

3.0 CAPACITIES AND DUTIES.

3.1 Positions: Employee is hereby employed in the capacities of Acting Chief Executive Officer, President, General Counsel, and Corporate Secretary of the Company. Employee will at all times abide by the Company’s written personnel policies applicable to similarly situated employees of the Company as in effect from time to time and previously provided to Employee, and will faithfully and to the best of Employee’s ability, experience and talents perform all of the duties that may be required of and from Employee pursuant to the terms hereof, provided that such duties are consistent with Employee’s positions and level of authority with the Company.

3.2 Exclusive Services: While employed hereunder, Employee agrees to devote Employee’s reasonable best efforts and full business time to rendering services to the Company. Employee is specifically restricted from being employed by any other company, other than a Subsidiary or an Affiliate of the Company, while under the Company’s employ pursuant to this Agreement. Notwithstanding the foregoing, Employee shall be permitted to devote not more than five hours a month to family businesses, provided that such activities do not substantially interfere with his duties hereunder.

3.3 Inventions Assignment: Employee will be required, as a condition of his continued employment with the Company, to sign the inventions assignment agreement attached hereto as Annex A.

3.4 Place of Employment: Employee’s principal place of work shall be located in the Borough of Manhattan, New York, New York.

4.0 EMPLOYMENT AND TERMINATION.

4.1 Employment at Will: Subject to the notice and other applicable provisions set forth in this Agreement, both the Company and Employee shall have the right to terminate Employee’s employment with the Company at any time, whether or not as a result of a Discharge for Cause or Termination For Good Reason, and without prior notice. If Employee’s employment with the Company is terminated, Employee will be eligible to receive severance benefits only to the extent provided in this Agreement.

4.2 Discharge For Cause or Termination Without Good Reason: Upon a Discharge for Cause or Termination Without Good Reason, the Company shall have no obligation to Employee except for payment of any Base Salary, bonus, benefits, and expense reimbursement accrued and unpaid to the effective date of termination and except as otherwise required by law (the “Accrued Obligations”), but any Discharge for Cause shall be without prejudice to the right of Employee to dispute the propriety of such termination. Termination of

Employee’s employment resulting from a Discharge for Cause shall be communicated by delivery to Employee of a written notice from the Company to Employee specifically identifying the grounds under which the Company has concluded that Employee is subject to a Discharge for Cause. The date of Discharge for Cause shall be the date specified in the written notice of Discharge For Cause from the Company to Employee. The date of a Termination Without Good Reason by Employee shall be the date specified in a written notice of resignation from Employee to the Company, provided that Employee shall provide at least 30 days’ advance written notice of his resignation.

4.3 Discharge Without Cause or Termination For Good Reason: Upon a Discharge Without Cause or Termination For Good Reason, (a) Employee shall receive payment of his Accrued Obligations and (b) subject to Employee’s delivery and nonrevocation of an executed, effective general release in the form that is attached hereto as Annex B and continued compliance with the restrictive covenants set forth in Section 5 hereof, Employee shall be entitled to the following benefits (the “Severance Package”): (i) Employee shall receive an amount equal to (A) twice Employee’s Base Salary (if the Discharge Without Cause or Termination For Good Reason occurs during the twelve (12)-month period commencing on the Effective Date) or (B) Employee’s Base Salary (if the Discharge Without Cause or Termination For Good Reason occurs after the twelve (12)-month period commencing on the Effective Date), which in either case shall payable in twelve (12) equal installments during the twelve (12)-month period commencing on the date of Discharge Without Cause or Termination For Good Reason (the “Severance Period”) and (ii) to the extent Employee elects to continue his medical and dental benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA Coverage”) under the Company’s group health plan, the Company shall pay for the cost to continue COBRA Coverage for Employee and his eligible dependents who participated in Employee’s medical and dental plans on the date immediately preceding the date of the Covered Termination, during the Severance Period, or until Employee becomes eligible to participate in another employer health plan, whichever occurs first. Other than the foregoing, Employee shall not be entitled to any payment hereunder for subsequent periods upon Employee’s termination of employment upon a Discharge Without Cause or Termination For Good Reason . The monthly payments payable under this Section shall be payable to Employee in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause or Termination For Good Reason. Termination of Employee’s employment resulting from a Termination For Good Reason shall be communicated by delivery to the Company of a written notice from Employee which shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination. The date of Termination For Good Reason shall be the date specified in the written notice of Termination For Good Reason. The date of Employee’s Discharge Without Cause shall be the date specified in a written notice of termination to Employee.

4.4 Termination Due to Disability: In the event of Employee’s Disability, the Company shall be entitled to terminate his employment upon written notice by the Company to Employee. In the case that the Company terminates Employee’s employment due to Disability, the Company shall have no further obligations to Employee, except for payment of the Accrued Obligations through the date of termination.

4.5 Termination Upon Death: This Agreement shall immediately terminate without action or notice by either party upon the death of Employee and without further obligation by the Company, except for payment of the Accrued Obligations through the effective date of termination.

5.0 COVENANTS OF EMPLOYEE

5.1 Confidential and Proprietary Information: While employed with the Company or any of its Affiliates and for a period of twenty-four (24) months thereafter, Employee agrees that he will not, either directly or indirectly, and Employee will not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Employee’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Employee or any Covered Entity which is Controlled by Employee, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Employee or any Covered Entity which is Controlled by Employee, (v) as required in connection with audits or regulatory inquiries, (vi) as is necessary to enforce this Agreement, (vii) to attorneys and other professional advisors for the purpose of seeking their advice, or (viii) with the express written consent of the Board of Directors. In the event that Employee or any such Covered Entity which is Controlled by Employee is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Employee shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Employee (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose. In such cases, Employee shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Employee shall return all tangible evidence of Confidential and Proprietary Information to the Company prior to or at the termination of his employment, other than copies of records relating to Employee’s compensation, benefits, and similar matters.

5.2 Non-Compete and Non-Solicitation:

(a) Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory (including, without limitation, providing services to any customer or other person or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take

an ownership interest or profit-sharing percentage in, seek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) shall prohibit Employee or any Affiliate of Employee from owning less than five percent (5%) of any class of voting securities publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any issuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof.

(b) While employed with the Company or any of its Affiliates and for a period of twenty-four (24) months thereafter, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such solicitation or other action; or (ii) hire, solicit, take away, or attempt to hire, solicit or take away (either on such Employee’s behalf or on behalf of any other person or entity) any person (A) who is then an employee of the Company or any Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action.

(c) Employee hereby acknowledges and agrees that the payment of any amount under the Severance Package is conditioned upon Employee’s compliance with the covenants in this Section 5, and that the Company will have the right to withhold payment if Employee is in breach of any of the covenants in this Section 5.

5.3 Enforcement; Remedies: Employee agrees and acknowledges that the Company has a valid and legitimate business interest in protecting the Business in the Territory from any activity prohibited by Section 5 hereof. Employee acknowledges that Employee’s expertise in the Business is of a special and unique character which gives this expertise a particular value, and that a breach of Section 5 hereof by Employee will cause serious and irreparable harm to the Company. Employee therefore acknowledges that a breach of Section 5 hereof by Employee cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Employee acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement without any requirement to prove actual damages or post a bond. Employee acknowledges, however, that no specification in this Agreement of a particular legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Employee.

5.4 Severability and Modification of Any Unenforceable Covenant. It is the parties’ intent that each of the covenants under this Section 5 be read and interpreted with every reasonable inference given to its enforceability. However, it is also the parties’ intent that if any term, provision or condition of the covenants is held to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be

affected, impaired or invalidated. It is also the parties’ intent that if it is determined any of the covenants are unenforceable because of overbreadth, then the covenants shall be modified so as to make it reasonable and enforceable under the prevailing circumstances.

5.5 Tolling. In the event of the breach by Employee of any covenant set forth in Section 5.2 hereof, the running of the period of restriction shall be automatically tolled and suspended for the amount of time that the breach continues, and shall automatically recommence when the breach is remedied so that the Company shall receive the benefit of Employee’s compliance with the covenants.

6.0 COMPENSATION AND BENEFITS. For Employee’s services, the Company agrees to pay Employee compensation as follows:

6.1 Salary: Base salary equal to an annual salary of not less than $200,000 (“Base Salary”) shall be paid to Employee according to the Company’s general payroll practices as same may exist from time to time.

6.2 Annual Bonus: Employee shall be eligible to earn up to an additional $200,000 annually if the Company achieves certain minimum performance objectives to be mutually agreed on by the Company and Employee. Additionally, Employee shall be eligible to participate in an additional bonus pool (the “Stretch Bonus”), of which Employee will be eligible to earn up to an additional $200,000 annually. Not more than 60 days after the Effective Date, the parties shall determine the minimum performance objectives for the annual incentive bonus, the formula for calculating the Stretch Bonus, the periods for which such bonuses are payable, and the payment dates for such bonuses. For purposes of the calculation of Accrued Obligations, a bonus shall be considered accrued and unpaid as of any date only if the period for which such bonus is payable ends on or prior to such date but such bonus has not yet been paid as of such date. Employee acknowledges that Employee shall not be eligible for any bonus for the fiscal year ended December 31, 2006 because Employee is receiving such bonus at the Effective Time. Furthermore, Employee agrees that in the event his employment terminates, for any reason other than death, prior to December 31, 2006, he will be required to repay the Company a portion of the 2006 Performance Bonus received by him before the Effective Date, representing that portion of such 2006 Performance Bonus accrued between the effective date of his termination and December 31, 2006 and calculated by multiplying such 2006 Performance Bonus by a fraction, the numerator of which is the number of days between the effective date of his termination and December 31, 2006 and the denominator of which is 365.

6.3 Stock Bonus: Not more than 60 days after the Effective Date, the Company shall grant Employee shares of Series B Contingent Preferred Stock (the “Series B Shares”) equal to 2.6% of the outstanding equity securities of the Company as of such date (assuming for such purposes that shares of Series B Shares equal in the aggregate to 15% of the outstanding equity securities of the Company shall be outstanding on such date), such shares to be issued pursuant to the terms and conditions set forth in the agreement evidencing the grant, a copy of which is attached hereto as Annex C, and subject to the provisions of the Stockholders’ Agreement, a copy of which is attached hereto as Annex D.

6.4 Loans. The Company agrees to make a loan or loans to Employee in an amount that would be necessary for Employee to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Shares. Employee agrees to make such election in a timely manner. Such loan shall bear interest at the applicable federal rate (as defined in the Code) in effect at the time such loan is made. Employee shall repay the full amount of any such loan in four equal annual payments of principal and interest, commencing on the first anniversary of the date on which the loan is furnished.

6.5 Reimbursement of Expenses: The Company shall reimburse Employee for any reasonable business expenses incurred by Employee in the ordinary course of the Company’s business in accordance with the Company’s reimbursement policies then in effect. These expenses shall be substantiated by invoices and receipts, to be submitted by Employee within thirty (30) days after incurrence.

6.6 Benefits: While employed with the Company or any of its Affiliates, Employee shall be entitled to receive all benefits of employment generally available to the Company’s other senior management to the extent Employee is eligible to receive them, including, medical, dental and disability insurance and participation in the Company’s 401(k) plan, except to the extent that such participation in any benefits plan would, in the reasonable opinion of the Board of Directors, materially alter the intended tax treatment of such plan.

6.7 Vacation: Employee shall be entitled to four weeks of vacation per each calendar year of service, which shall be accrued and used in accordance with the policies of the Company as in effect from time to time.

6.8 Tax Matters: Employee authorizes the Company to make any and all applicable withholdings of federal and state taxes and other items the Company may be required to deduct, as such items may exist under this Agreement or otherwise from time to time.

7.0 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to the benefit of and be enforceable by Employee and his heirs, executors, administrators, and permitted assigns and the Company and its successors and permitted assigns. Except for any assignment of rights to receive consideration hereunder by or to Employee’s estate made upon the death of Employee, Employee shall not have any right to assign or otherwise transfer this Agreement or any of Employee’s rights, duties or any other interest herein to any party without the prior written consent of the Company, and any such purported assignment shall be null and void. Except for the right to assign any or all of its rights and obligations under this Agreement to any of its Affiliates or to its lenders as collateral security, the Company shall not have any right to assign or otherwise transfer this Agreement or any of the Company’s rights, duties or any other interest herein to any party without the prior written consent of Employee, and any such purported assignment shall be null and void. To the extent that the Company assigns its rights and obligations hereunder, the Company shall not be relieved of its obligations hereunder in respect of any such assignment.

8.0 SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties as stated herein shall survive the termination of this Agreement to the extent set forth herein.

9.0 ENTIRE AGREEMENT.

9.1 Sole Agreement: This Agreement (including any attachments and exhibits hereto) contains the parties’ sole and entire agreement regarding the subject matter hereof, and supersedes any and all other agreements, understandings, statements and representations of the parties, including, but not limited to, any employment agreement or other agreement regarding Employee’s compensation or terms of employment entered into prior to the Effective Date.

9.2 No Other Representations: The parties acknowledge and agree that, except for those representations specifically referenced herein, no party has made any representations (a) concerning the subject matter hereof or (b) inducing the other party to execute and deliver this Agreement. The parties have relied on their own judgment in entering into this Agreement.

10.0 MODIFICATIONS OR WAIVERS. Waivers or modifications of this Agreement, or of any covenant, condition, or limitation contained herein, are valid only if in writing duly executed by the parties hereto.

11.0 GOVERNING LAW. This Agreement shall be governed pursuant to the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

12.0 SEVERABILITY. In the event that any provision or term of this Agreement, or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in this Agreement) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under applicable laws.

13.0 INTERPRETATION; SECTION HEADINGS. The section and subsection heading of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

14.0 NOTICES. All notices and other communications under or in connection with this Agreement shall be in writing and shall be deemed given (i) if delivered personally, upon delivery, (ii) if delivered by registered or certified mail (return receipt requested), upon the earlier of actual delivery or three (3) days after being mailed, (iii) if given by overnight courier with receipt acknowledgment requested, the next business day following the date sent, or (iv) if given by facsimile or telecopy, upon confirmation of transmission by facsimile or telecopy, in each case to the parties at the following addresses:

To the Company:	The telx Group, Inc.
	17 State Street
	33rd Floor
	New York, NY 10004

with copies to:	GI Partners Fund II, L.P.
	2730 Sand Hill Road
	Suite 280
	Menlo Park, CA 94025
	Facsimile: (650) 233-3601
	Attention: Eric Harrison
	Latham & Watkins LLP
	140 Scott Drive
	Menlo Park, California 64025
	Facsimile: (650) 463-2600
	Attention: Robert A. Koenig, Esq.
To Employee:	J. Todd Raymond
	[address]
with a copy to:	Duane Morris LLP
	380 Lexington Avenue
	New York, New York 10168
	Facsimile: (212) 692-1020
	Attention: Robert J. Hasday, Esq.

15.0 JOINT PREPARATION. All parties to this Agreement have negotiated it at length, and have had the opportunity to consult with and be represented by their own competent counsel. This Agreement is therefore deemed to have been jointly prepared by the parties, and any uncertainty or ambiguity existing in it shall not be interpreted against any party, but rather shall be interpreted according to the rules generally governing the interpretation of contracts.

16.0 THIRD-PARTY BENEFICIARIES. Except as provided in Section 7.0, no term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization, corporation or entity not a party hereto, and no such other person, firm, organization, corporation or entity shall have any right or cause of action hereunder.

17.0 ARBITRATION.

17.1 Any controversy, claim, cause of action, in law or equity, or dispute involving the parties (or their affiliated persons or entities) directly or indirectly concerning this Agreement, or the subject matter thereof, including its enforcement, performance, breach, or interpretation, shall be resolved solely and exclusively by final and binding arbitration held in New York, New York by one (1) arbitrator in accordance with the rules of employment arbitration then followed by the American Arbitration Association or any successor to the functions thereof. The arbitrator shall apply New York law in the resolution of all controversies, claims and disputes and shall have the right and authority to determine how his or her decision or determination as to each issue or matter in dispute may be implemented or enforced. Any decision or award of the arbitrator shall be final and conclusive on the parties to this Agreement

and their respective Affiliates, and there shall be no appeal therefrom other than from gross negligence or willful misconduct. Notwithstanding the foregoing, claims regarding worker’s compensation and unemployment compensation benefits shall not be subject to arbitration under this Agreement. Each party in any such arbitration shall be responsible for its own attorneys’ fees, costs and necessary disbursement; provided, however, that if one party refuses to arbitrate and the other party seeks to compel arbitration by court order, if such other party prevails, it shall be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements.

17.2 The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate state court in New York County, New York, and in connection with such action to compel, the laws of New York shall control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

17.3 Notwithstanding the foregoing, (a) the Company and Employee shall be entitled to seek injunctive relief, in any court of competent jurisdiction, to enforce this Agreement, and (b) this Section 17.0 shall not limit the right of the Company to seek judicial relief pursuant to Section 5.3 of this Agreement without prior arbitration.

18.0 COOPERATION AND FURTHER ACTIONS. The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement.

19.0 COUNTERPARTS. This Agreement may be executed in counterparts, including electronically transmitted counterparts, each of which shall be deemed an original and both of which shall be considered one and the same instrument.

20.0 INTERNAL REVENUE CODE SECTION 409A. The parties hereby acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including, without limitation, any such regulations or other guidance that may be issued after the Effective Date, so as to not reduce the economic benefit of this Agreement to Employee as a result of Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company or Employee reasonably determines that Section 409A would reduce the economic benefit of this Agreement to Employee, (a) the Company and Employee shall work together in good faith to amend this Agreement and to formulate appropriate Company policies and procedures, including amendments and policies with retroactive effect, to eliminate such reduction and (b) the Company shall take such actions as Employee shall reasonably request to eliminate such reduction, provided that (i) such actions do not result in material additional cost or expense to the Company (the parties agree that the acceleration of payments to Employee shall not constitute material additional cost or expense to the Company) or (ii) Employee agrees to reimburse the Company for such material additional cost or expense.

[Signature Page Follows]

[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representatives to execute, this Agreement as of the Effective Date.

The telx Group, Inc. a Delaware corporation
By:	/s/ Rory Cutaia
Name:	Rory J. Cutaia
Title:	President and CEO
EMPLOYEE
/s/ J. Todd Raymond
J. Todd Raymond

EX-10.36

Exhibit 10.36

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between The tel^x Group, Inc., a Delaware corporation (the “Company”), and William Kolman (“Employee”), and shall be effective as of May 7, 2007 (the “Effective Date”).

1.0 RECITALS.

1.1 The Company desires to employ Employee, and Employee desires to be so employed by the Company, on the terms and subject to the conditions set forth in this Agreement; and

1.2 As an executive of the Company, Employee shall have access to valuable confidential and proprietary information used in the business of the Company, including financial data, customer data, operational data, trade secrets and other intellectual property that if disclosed to or used by competitors or potential competitors would cause irreparable harm to the Company, and as a result, Employee and the Company desire to provide the Company with adequate protection from the unauthorized disclosure or use of the Company’s confidential and proprietary information.

NOW, THEREFORE, in consideration of the foregoing facts, the mutual covenants and agreements contained herein and other good and valuable consideration, the Company and Employee agree as follows:

2.0 DEFINITIONS.

2.1 Affiliate: “Affiliate” means, with respect to any party, any corporation, limited liability company, partnership, joint venture, firm and/or other entity which Controls, is Controlled by or is under common Control with such party.

2.2 Board of Directors: “Board of Directors” shall mean the board of directors of the Company.

2.3 Business: “Business” means the operation of “MEET-ME-ROOMs” and network interconnection facilities.

2.4 Code: “Code” means the Internal Revenue Code of 1986, as amended.

2.5 Common Stock: “Common Stock” means common stock, par value $0.0001 per share, of the Company.

2.6 Confidential and Proprietary Information: “Confidential and Proprietary Information” means all proprietary trade secrets and/or proprietary information and any information, concept or idea in whatever form, tangible or intangible, pertaining in any manner to the business of the Company or any Affiliate of the Company, or to the Company’s (or any of the Company’s Affiliates’) customers, clients, consultants, Referral Sources (as defined below) or business associates, unless the information is or becomes publicly known

through lawful means (other than disclosure by Employee, unless such disclosure by Employee is made in good faith in the course of performing Employee’s duties under this Agreement, or with the express written consent of the Board of Directors). As used herein, “Referral Source” means any person or entity that, directly or indirectly, refers customers or business to the Company.

2.7 Control: “Control” means (i) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or participating assets entitled to vote for the election of directors; and (ii) in the case of non-corporate entities (such as individuals, limited liability companies, partnerships or limited partnerships), either (A) direct or indirect ownership of at least fifty percent (50%) of the equity interest, or (B) the power to direct the management and policies of the noncorporate entity.

2.8 Covered Entity: “Covered Entity” means every Affiliate of Employee, and every business, association, trust, corporation, partnership, limited liability company, proprietorship or other entity in which Employee has invested in (whether through debt or equity securities), or has contributed any capital or made any advances to, or in which any Affiliate of Employee has an ownership interest or profit sharing percentage, or a firm from which Employee or any Affiliate of Employee receives or is entitled to receive income, compensation or consulting fees or in which Employee or any Affiliate of Employee has an interest as a lender (other than solely as a trade creditor for the sale of goods or provision of services that do not otherwise violate the provisions of this Agreement). The agreements of Employee contained herein specifically apply to each entity which is presently a Covered Entity or which becomes a Covered Entity subsequent to the date of this Agreement. Notwithstanding anything contained in the foregoing provisions to the contrary, the term “Covered Entity” shall not include the Company, any subsidiary of the Company, or any Affiliate of the Company or any such subsidiary.

2.9 Disability: “Disability” shall mean a good faith determination by the Board of Directors that Employee is unable to perform Employee’s duties and responsibilities contemplated by this Agreement as a result of physical or mental incapacity, illness or other condition, whether total or partial, which inability continues for a period exceeding 90 consecutive days or shorter periods exceeding 90 days in the aggregate during any twelve (12) month period.

2.10 Discharge For Cause: “Discharge For Cause” shall mean termination of Employee’s employment by the Company for any one or more of the following: (i) gross negligence or willful misfeasance or nonfeasance by Employee in the performance of his duties (which includes, without limitation, not following the directions of the Board of Directors or the Chief Executive Officer); (ii) refusal by Employee to perform, or the continued failure by Employee to perform, his assigned duties (other than by reason of Disability), that, in the case of a failure to perform, continues uncured for thirty (30) days following receipt of written notice from the Company; (iii) Employee engaging in any act of fraud or embezzlement; (iv) Employee engaging in any illegal conduct or in any act of dishonesty or moral turpitude, the purpose or effect of which adversely affects the Company or any of its Affiliates (including, without limitation, the reputation of the Company or any of its Affiliates); (v) Employee breaching in any

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material respect any provision of this Agreement or any employee policy or procedure of the Company, which breach is not cured within thirty (30) days after receipt of written notice from the Company (provided, however, it being understood that (x) any breach of any provision of Section 5 shall be deemed material and (y) such cure period shall not apply to any breach of any provision of Section 5); (vi) Employee committing, or entering a plea of guilty or nolo contendere (or its equivalent) to, a felony; (vii) Employee’s violation of any federal, state or local law or regulation applicable to the Company, an Affiliate or their respective businesses which causes material injury to the Company or any of its Affiliates (including, without limitation, the reputation of the Company or any of its Affiliates) or Employee’s intentional or knowing violation of any law or regulation applicable to the Company; (viii) Employee’s conduct that constitutes a breach of any statutory or common law duty of loyalty to the Company or any of its Affiliates; or (ix) Employee’s commencement of employment with another company while he is an employee of the Company without the prior consent of the Board of Directors.

2.11 Discharge Without Cause: “Discharge Without Cause” shall mean the Company’s termination of Employee’s employment hereunder for any reason other than a (i) Discharge For Cause, (ii) termination for Disability or (iii) due to Employee’s death.

2.12 Subsidiary: “Subsidiary” shall mean any corporation, trust, general or limited partnership, limited liability company, limited liability partnership, firm, company or other business enterprise which is Controlled by the Company through direct ownership of the stock or other proprietary interests of such business enterprise or indirectly through the ownership of stock or other proprietary interests in one (1) or more other business enterprises which are connected with the Company by means of one (1) or more chains of business enterprises that are connected by ownership of stock or other proprietary interests.

2.13 Territory: “Territory” means each and every state, county, city or other political subdivision or geographic location in the United States.

3.0 CAPACITIES AND DUTIES.

3.1 Positions: Employee is hereby employed in the capacity of Executive Vice President of Sales of the Company. Employee will at all times abide by the Company’s written personnel policies applicable to similarly situated employees of the Company as in effect from time to time and previously provided to Employee, and will faithfully and to the best of Employee’s ability, experience and talents perform all of the duties that may be required of and from Employee pursuant to the terms hereof, provided that such duties are consistent with Employee’s positions and level of authority with the Company.

3.2 Exclusive Services: While employed hereunder, Employee agrees to devote Employee’s reasonable best efforts and full business time to rendering services to the Company. Employee is specifically restricted from being employed by any other company, other than a Subsidiary or an Affiliate of the Company, while under the Company’s employ pursuant to this Agreement.

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3.3 Proprietary Information and Inventions Assignment: Employee will be required, as a condition of his continued employment with the Company, to sign the proprietary information and inventions assignment agreement attached hereto as Annex A.

4.0 EMPLOYMENT AND TERMINATION.

4.1 Employment at Will: Subject to the notice and other applicable provisions set forth in this Agreement, both the Company and Employee shall have the right to terminate Employee’s employment with the Company at any time, whether or not as a result of a Discharge For Cause, and without prior notice. If Employee’s employment with the Company is terminated, Employee will be eligible to receive severance benefits only to the extent provided in this Agreement.

4.2 Discharge For Cause: Employee’s employment under this Agreement may be terminated by the Company (subject to the notice and cure period set forth in Section 2.10, if applicable) upon written notice from the Company to Employee of a Discharge For Cause. Such notification from the Company shall include such facts as shall be reasonably necessary to apprise Employee of the basis for such Discharge For Cause. Upon a Discharge For Cause, the Company shall have no further obligation to Employee except for payment of any Base Salary, Prior Period Unpaid Sales Commissions (as defined below) and expense reimbursement accrued and unpaid to the effective date of termination and except as otherwise required by law (the “Accrued Obligations”). The date of Discharge For Cause shall be the date specified in the written notice of Discharge For Cause from the Company to Employee. For purposes of this Agreement, “Prior Period Unpaid Sales Commissions” means sales commission compensation that the Board of Directors had previously determined in its discretion was fully earned and to be awarded to Employee pursuant to the sales commission plan described in Section 6.2(b) for a period prior to the then-current commission period but that has not yet been paid.

4.3 Discharge Without Cause: Employee’s employment under this Agreement may be immediately terminated by the Company upon written notice to Employee of a Discharge Without Cause. Upon a Discharge Without Cause: (a) Employee shall be entitled to receive payment of his Accrued Obligations to the effective date of termination; and (b) subject to Employee’s delivery and nonrevocation of an executed, effective general release in the form that is attached hereto as Annex B and continued compliance with the provisions of Section 5 hereof, Employee shall be entitled to receive an amount equal to the Employee’s Base Salary which shall be payable in twelve (12) equal installments during the twelve (12)-month period commencing on the date of Discharge Without Cause (the “Severance Package”). Other than the foregoing, Employee shall not be entitled to any payment hereunder for subsequent periods upon Employee’s termination of employment upon a Discharge Without Cause. The payments payable under this Section shall be payable to Employee in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause. The date of Employee’s Discharge Without Cause shall be the date specified in the written notice of termination to Employee.

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4.4 Termination Due to Disability: In the event of Employee’s Disability, the Company shall be entitled to immediately terminate his employment upon written notice by the Company to Employee. In the case that the Company terminates Employee’s employment due to Disability, the Company shall have no further obligations to Employee, except for payment of the Accrued Obligations to the effective date of termination. The date of Employee’s termination of employment due to Disability shall be the date specified in the written notice of termination to Employee.

4.5 Termination Upon Death: This Agreement shall immediately terminate without action or notice by either party upon the death of Employee and without further obligation by the Company, except for payment of the Accrued Obligations to the effective date of termination.

5.0 COVENANTS OF EMPLOYEE

5.1 Confidential and Proprietary Information: Employee agrees that he will not, either directly or indirectly, and Employee will not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Employee’s duties to the Company, (ii) as required in response to any summons or subpoena or in connection with any litigation, (iii) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Employee or any Covered Entity which is Controlled by Employee, or (iv) with the express written consent of the Board of Directors. In the event that Employee or any such Covered Entity which is Controlled by Employee is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Employee shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Employee (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose or else stand liable for contempt or suffer censure or penalty. In such cases, Employee shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Employee shall return all tangible evidence of Confidential and Proprietary Information to the Company prior to or at the termination of his employment.

5.2 Non-Compete and Non-Solicitation:

(a) Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory (including, without limitation, providing services to any customer or other person or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in (whether through debt or equity securities), contribute any capital or make any advances to, take

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an ownership interest or profit-sharing percentage in, seek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) shall prohibit Employee or any Affiliate of Employee from owning less than five percent (5%) of any class of voting securities registered under the Securities Exchange Act of 1934, as amended, and publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any issuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof.

(b) While employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such solicitation or other action; or (ii) hire, solicit, take away, or attempt to hire, solicit or take away (either on such Employee’s behalf or on behalf of any other person or entity) any person (A) who is then an employee of the Company or any Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action.

(c) Employee hereby acknowledges and agrees that the payment of any amount under the Severance Package is conditioned upon Employee’s compliance with the provisions of this Section 5, and that the Company will have the right to withhold payment if Employee is in breach of any of the provisions of this Section 5.

5.3 Enforcement; Remedies: Employee agrees and acknowledges that the Company has a valid and legitimate business interest in protecting the Business in the Territory from any activity prohibited by this Section 5. Employee acknowledges that Employee’s expertise in the Business is of a special and unique character which gives this expertise a particular value, and that a breach of this Section 5 by Employee will cause serious and irreparable harm to the Company. Employee therefore acknowledges that a breach of this Section 5 by Employee cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Employee acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement without any requirement to prove actual damages or post a bond. Employee acknowledges, however, that no specification in this Agreement of a particular legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Employee.

5.4 Severability and Modification of Any Unenforceable Covenant. It is the parties’ intent that each of the covenants under this Section 5 be read and interpreted with every reasonable inference given to its enforceability. However, it is also the parties’ intent that if any

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term, provision or condition of the covenants is held to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is also the parties’ intent that if it is determined any of the covenants are unenforceable because of overbreadth, then the covenants shall be modified so as to make it enforceable to the fullest extent permitted under applicable laws.

5.5 Tolling. In the event of the breach by Employee of any covenant set forth in Section 5.2 hereof, the running of the period of restriction shall be automatically tolled and suspended for the amount of time that the breach continues, and shall automatically recommence when the breach is remedied so that the Company shall receive the benefit of Employee’s compliance with the covenants.

6.0 COMPENSATION AND BENEFITS. For Employee’s services, the Company agrees to pay Employee compensation as follows:

6.1 Salary: Base salary equal to an annual salary of not less than $200,000 (“Base Salary”) shall be paid to Employee according to the Company’s general payroll practices as same may exist from time to time.

6.2 Annual Bonus and Sales Commission:

(a) Employee shall be eligible to earn additional compensation in an aggregate amount of up to $200,000 annually, payable quarterly, consisting of (i) a bonus, if the Company achieves certain minimum performance objectives to be determined by the Board of Directors in its discretion and (ii) sales commissions to be determined as described in Section 6.2(b) below. Additionally, Employee shall be eligible to earn up to an additional $200,000 annually in the aggregate, in the discretion of the Board of Directors, from (x) participating in an additional bonus pool, of which Employee will be eligible to earn up to an amount to be determined in the discretion of the Board of Directors and (y) earning additional sales commissions to be determined as described in Section 6.2(b) below.

(b) For purposes of Section 6.2(a) above, Employee’s sales commission compensation will be determined pursuant to a sales commission plan which shall provide for Employee to be paid sales commissions based on the criteria set forth in a sales commission plan to be approved by the Board of Directors in its discretion. The Company will endeavor to cause the Board of Directors to approve such sales commission plan within thirty (30) days after the Effective Date.

6.3 Stock Bonus: Not more than 60 days after the Effective Date, the Company shall grant Employee 150,000 shares of Series B Contingent Preferred Stock (the “Series B Shares”) pursuant to the terms and conditions set forth in the agreement evidencing the grant, a copy of substantially the form of which is attached hereto as Annex C, and subject to the provisions of the Second Amended and Restated Stockholders’ Agreement, a copy of which is attached hereto as Annex D to which Executive shall become a party by executing a joinder agreement thereto.

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6.4 Loans. The Company agrees to make a loan or loans to Employee in an amount that would be necessary for Employee to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Shares (the principal amount of such loan or loans shall include both amounts paid directly to Employee and any amounts paid by the Company on Employee’s behalf in respect of any withholding or other taxes with respect to the Series B shares). Employee agrees to make such election in a timely manner. Such loan shall bear interest at the applicable federal rate pursuant to the Code in effect at the time such loan is made as set forth in the applicable loan document. Employee shall repay the full amount of any such loan as follows: (i) ten percent (10%) of the principal amount of such loan on each of the first, second, third, fourth and fifth anniversaries of the date on which such loan is made, and (ii) the full amount of any outstanding principal and all unpaid accrued interest thereon on the sixth anniversary of the date on which such loan is made. The full amount of any such outstanding loan and all accrued interest shall become immediately due and payable upon the occurrence of certain events described in the applicable loan document.

6.5 Reimbursement of Expenses: The Company shall reimburse Employee for any reasonable business expenses incurred by Employee in the ordinary course of the Company’s business in accordance with the Company’s reimbursement policies then in effect. These expenses shall be substantiated by invoices and receipts, to be submitted by Employee within thirty (30) days after incurrence.

6.6 Benefits: While employed with the Company or any of its Affiliates, Employee shall be entitled to receive all benefits of employment generally available to the Company’s other senior management to the extent Employee is eligible to receive them, including, medical, dental and disability insurance and participation in the Company’s 401(k) plan, except to the extent that such participation in any benefits plan would, in the reasonable opinion of the Board of Directors, materially alter the intended tax treatment of such plan.

6.7 Vacation: Employee shall be entitled to four weeks of vacation per each calendar year of service, which shall be accrued and used in accordance with the policies of the Company as in effect from time to time.

6.8 Tax Matters: Employee authorizes the Company to make any and all applicable withholdings of federal and state taxes and other items the Company may be required to deduct, as such items may exist under this Agreement or otherwise from time to time.

7.0 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to the benefit of and be enforceable by Employee and his heirs, executors, administrators, and permitted assigns and the Company and its successors and permitted assigns. Except for any assignment of rights to receive consideration hereunder by or to Employee’s estate made upon the death of Employee (“Employee Permitted Assignment”), Employee shall not have any right to assign or otherwise transfer this Agreement or any of Employee’s rights, duties or any other interest herein to any party without the prior written consent of the Company, and any such purported assignment (other than an Employee Permitted Assignment) shall be null and void. Except for the assignment by the Company of any or all of its rights and obligations under this Agreement to (i) any of its Affiliates, (ii) its lenders as collateral security or (iii) any person or entity that acquires (whether by merger, purchase of stock, purchase of assets or otherwise), or is

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the successor or surviving entity in any such acquisition, merger or other transaction involving, the Company (each a “Company Permitted Assignment”), the Company shall not have any right to assign or otherwise transfer this Agreement or any of the Company’s rights, duties or any other interest herein to any party without the prior written consent of Employee, and any such purported assignment (other than a Company Permitted Assignment) shall be null and void. To the extent that the Company assigns its rights and obligations hereunder pursuant to a Company Permitted Assignment, the Company shall not be relieved of its obligations hereunder in respect of any such assignment.

8.0 SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties as stated herein shall survive the termination of this Agreement to the extent set forth herein.

9.0 ENTIRE AGREEMENT.

9.1 Sole Agreement: This Agreement (including any attachments, annexes and exhibits hereto) contains the parties’ sole and entire agreement regarding the subject matter hereof, and supersedes any and all other agreements, understandings, statements and representations of the parties, including, but not limited to, any employment agreement or other agreement regarding Employee’s compensation or terms of employment entered into prior to the Effective Date.

9.2 No Other Representations: The parties acknowledge and agree that, except for those representations specifically referenced herein, no party has made any representations (a) concerning the subject matter hereof or (b) inducing the other party to execute and deliver this Agreement. The parties have relied on their own judgment in entering into this Agreement.

10.0 MODIFICATIONS OR WAIVERS. Waivers or modifications of this Agreement, or of any covenant, condition, or limitation contained herein, are valid only if in writing duly executed by the parties hereto.

11.0 GOVERNING LAW. This Agreement shall be governed pursuant to the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

12.0 SEVERABILITY. In the event that any provision or term of this Agreement, or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in this Agreement) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under applicable laws.

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13.0 INTERPRETATION; SECTION HEADINGS. The section and subsection heading of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

14.0 NOTICES. All notices and other communications under or in connection with this Agreement shall be in writing and shall be deemed given (i) if delivered personally, upon delivery, (ii) if delivered by registered or certified mail (return receipt requested), upon the earlier of actual delivery or three (3) days after being mailed, (iii) if given by nationally recognized overnight courier with receipt acknowledgment requested, the next business day following the date sent, or (iv) if given by facsimile or telecopy, upon confirmation of transmission by facsimile or telecopy, in each case to the parties at the following addresses:

To the Company:	The telx Group, Inc.
	17 State Street
	33rd Floor
	New York, NY 10004
	Attention: President and General Counsel
with copies to:	GI Partners Fund II, L.P.
	2180 Sand Hill Road
	Suite 210
	Menlo Park, CA 94025
	Facsimile: (650) 233-3601
	Attention: Eric Harrison
To Employee:	William Kolman
	[address]

with a copy to:

15.0 JOINT PREPARATION. All parties to this Agreement have negotiated it at length, and have had the opportunity to consult with and be represented by their own competent counsel. This Agreement is therefore deemed to have been jointly prepared by the parties, and any uncertainty or ambiguity existing in it shall not be interpreted against any party, but rather shall be interpreted according to the rules generally governing the interpretation of contracts.

16.0 THIRD-PARTY BENEFICIARIES. Except as provided in Section 7.0, no term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization, corporation or entity not a party hereto, and no such other person, firm, organization, corporation or entity shall have any right or cause of action hereunder.

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17.0 ARBITRATION.

17.1 Any controversy, claim, cause of action, in law or equity, or dispute involving the parties (or their affiliated persons or entities) directly or indirectly concerning this Agreement, or the subject matter thereof, including its enforcement, performance, breach, or interpretation, shall be resolved solely and exclusively by final and binding arbitration held in New York, New York by one (1) arbitrator in accordance with the rules of employment arbitration then followed by the American Arbitration Association or any successor to the functions thereof. The arbitrator shall apply New York law in the resolution of all controversies, claims and disputes and shall have the right and authority to determine how his or her decision or determination as to each issue or matter in dispute may be implemented or enforced. Any decision or award of the arbitrator shall be final and conclusive on the parties to this Agreement and their respective Affiliates, and there shall be no appeal therefrom other than from gross negligence or willful misconduct. Notwithstanding the foregoing, claims regarding worker’s compensation and unemployment compensation benefits shall not be subject to arbitration under this Agreement. Each party in any such arbitration shall be responsible for its own attorneys’ fees, costs and necessary disbursement; provided, however, that if one party refuses to arbitrate and the other party seeks to compel arbitration by court order, if such other party prevails, it shall be entitled to recover its reasonable attorneys’ fees, costs and necessary disbursements.

17.2 The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate state court in New York County, New York, and in connection with such action to compel, the laws of New York shall control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

17.3 Notwithstanding the foregoing, (a) the Company shall be entitled to seek injunctive relief, in any court of competent jurisdiction, to enforce this Agreement, and (b) this Section 17.0 shall not limit the right of the Company to seek judicial relief pursuant to Section 5.3 of this Agreement without prior arbitration.

18.0 COOPERATION AND FURTHER ACTIONS. The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement.

19.0 COUNTERPARTS. This Agreement may be executed in counterparts, including electronically transmitted counterparts, each of which shall be deemed an original and both of which shall be considered one and the same instrument.

20.0 INTERNAL REVENUE CODE SECTION 409A. The parties hereby acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Code, and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including, without limitation, any such regulations or other guidance that may be issued after the Effective Date. Notwithstanding any provision of

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this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder would otherwise be taxable to Employee under Section 409A, the Company may adopt such amendments to this Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines in its discretion are necessary or appropriate to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes under such Section.

[SIGNATURE PAGE FOLLOWS]

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[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representatives to execute, this Agreement as of the Effective Date.

The telx Group, Inc. a Delaware corporation
By:	/s/ Eric Shepcaro
Name:	Eric Shepcaro
Title:	Chairman & CEO
EMPLOYEE
/s/ William Kolman
William Kolman

EX-10.37

Exhibit 10.37

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between The telx Group, Inc., a Delaware corporation (the “Company”), and Michael Terlizzi (“Employee”), and shall be effective as of the Effective Time (as defined in that certain Agreement and Plan of Merger, dated as of September 20, 2006, by and among GI Partners Fund II, L.P., GI Partners Side Fund II, L.P., Tantamount Acquisition Sub LLC, the Company and J. Todd Raymond, as Representative of the Company Holders (the date on which this Agreement becomes effective being hereinafter referred to as the “Effective Date”)).

1.0 RECITALS.

1.1 The Company desires to employ Employee, and Employee desires to be so employed by the Company, on the terms and subject to the conditions set forth in this Agreement; and

1.2 As an officer of the Company, Employee shall have access to valuable confidential and proprietary information used in the business of the Company, including financial data, customer data, operational data, trade secrets and other intellectual property that if disclosed to or used by competitors or potential competitors would cause irreparable harm to the Company, and as a result, Employee and the Company desire to provide the Company with adequate protection from the unauthorized disclosure or use of the Company’s confidential and proprietary information.

NOW, THEREFORE, in consideration of the foregoing facts, the mutual covenants and agreements contained herein and other good and valuable consideration, the Company and Employee agree as follows:

2.0 DEFINITIONS.

2.1 Affiliate: “Affiliate” means, with respect to any party, any corporation, limited liability company, partnership, joint venture, firm and/or other entity which Controls, is Controlled by or is under common Control with such party.

2.2 Board of Directors: “Board of Directors” shall mean the board of directors of the Company.

2.3 Business: “Business” means the operation of “MEET-ME-ROOMs” and network interconnection facilities.

2.4 Code: “Code” means the Internal Revenue Code of 1986, as amended.

2.5 Common Stock: “Common Stock” means common stock, par value $0.00001 per share, of the Company.

2.6 Confidential and Proprietary Information: “Confidential and Proprietary Information” means all proprietary trade secrets and/or proprietary information and any information, concept or idea in whatever form, tangible or intangible, pertaining in any manner to the business of the Company or any Affiliate of the Company, or to the Company’s (or any of the Company’s Affiliates’) customers, clients, consultants, Referral Sources (as defined below) or business associates, unless the information (a) is or becomes publicly known through lawful means (other than disclosure by Employee, unless such disclosure by Employee is made in good faith in the course of performing Employee’s duties under this Agreement, or with the express written consent of the Board of Directors) or (b) was known to Employee, or lawfully received by Employee from a third party, without obligation of confidentiality. As used herein, “Referral Source” means any person or entity that, directly or indirectly, refers customers or business to the Company.

2.7 Control: “Control” means (i) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or participating assets entitled to vote for the election of directors; and (ii) in the case of non-corporate entities (such as individuals, limited liability companies, partnerships or limited partnerships), either (A) direct or indirect ownership of at least fifty percent (50%) of the equity interest, or (B) the power to direct the management and policies of the noncorporate entity.

2.8 Covered Entity: “Covered Entity” means every Affiliate of Employee, and every business, association, trust, corporation, partnership, limited liability company, proprietorship or other entity in which Employee has invested in (whether through debt or equity securities), or has contributed any capital or made any advances to, or in which any Affiliate of Employee has an ownership interest or profit sharing percentage, or a firm from which Employee or any Affiliate of Employee receives or is entitled to receive income, compensation or consulting fees or in which Employee or any Affiliate of Employee has an interest as a lender (other than solely as a trade creditor for the sale of goods or provision of services that do not otherwise violate the provisions of this Agreement). The agreements of Employee contained herein specifically apply to each entity which is presently a Covered Entity or which becomes a Covered Entity subsequent to the date of this Agreement. Notwithstanding anything contained in the foregoing provisions to the contrary, the term “Covered Entity” shall not include the Company, any subsidiary of the Company, or any Affiliate of the Company or any such subsidiary.

2.9 Disability: “Disability” shall mean a good faith determination by the Board of Directors that Employee is unable to substantially perform the duties and responsibilities contemplated by this Agreement as a result of physical or mental incapacity, whether total or partial, which inability continues for a period exceeding 90 consecutive days or shorter periods exceeding 90 days in the aggregate during any period of 180 consecutive days.

2.10 Discharge For Cause: “Discharge For Cause” shall mean termination of Employee’s employment by the Company for any one or more of the following: (i) gross negligence or willful misfeasance demonstrated by Employee in the performance of his duties; (ii) refusal to perform, or the willful and continued failure by Employee to substantially perform, any duty or obligation commensurate with Employee’s position assigned to Employee (other

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than any such failure to perform resulting from Employee’s incapacity due to physical or mental illness), that, in the case of a failure to perform, continues uncured for thirty (30) days following receipt of written notice from the Company that specifically identifies the manner in which the Company believes Employee has not substantially performed any of his duties or obligations hereunder; (iii) Employee engaging in any act of fraud or embezzlement; (iv) Employee engaging in any act of dishonesty or moral turpitude which causes material injury to the Company or any of its Affiliates; (v) Employee willfully breaching in any material respect any material provision of this Agreement or any material employee policy or procedure of the Company, which breach is not cured within thirty (30) days after receipt of written notice from the Company that specifically identifies the manner in which the Company believes Employee has breached any such provision, policy, or procedure (it being understood that (y) each provision of Section 5 is a material provision of this Agreement, and (z) such cure period shall not apply to any breach of any provision of Section 5); (vi) Employee committing, or entering into a plea of guilty or nolo contendere (or its equivalent) to, a felony; or (vii) Employee’s violation of any federal, state or local law applicable to the Company, an Affiliate or their respective businesses which causes material injury to the Company or any of its Affiliates. For purposes of this paragraph, no act, or failure to act, on Employee’s part shall be considered “willful” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company.

2.11 Discharge Without Cause: “Discharge Without Cause” shall mean the Company’s termination of Employee’s employment hereunder for any reason other than a (i) Discharge For Cause, (ii) termination for Disability or (iii) due to Employee’s death.

2.12 Subsidiary: “Subsidiary” shall mean any corporation, trust, general or limited partnership, limited liability company, limited liability partnership, firm, company or other business enterprise which is Controlled by the Company through direct ownership of the stock or other proprietary interests of such business enterprise or indirectly through the ownership of stock or other proprietary interests in one (1) or more other business enterprises which are connected with the Company by means of one (1) or more chains of business enterprises that are connected by ownership of stock or other proprietary interests.

2.13 Termination For Good Reason: “Termination For Good Reason” shall mean termination by Employee of his employment hereunder as a result of (i) any reduction in Employee’s salary below the Base Salary Amount or failure to timely pay any due and payable portion thereof, (ii) any reduction in the maximum target amount of either the Annual Bonus or the Stretch Bonus or failure to timely pay any due and payable portion thereof, (iii) any material breach by the Company of Section 6.3, Section 6.4, Section 6.6 or Section 6.7, (iv) any material breach by the Company of any indemnification provisions benefiting Employee set forth in the Company’s bylaws or certificate of incorporation in effect on the date of this Agreement (it being understood that such indemnification provisions shall be applicable to Employee regardless of any subsequent amendment or other modification of such provisions, except to the extent that any subsequent amendment or modification of such provisions is required under applicable law) or any indemnification agreement entered into between the Company and Employee from time to time for the benefit of Employee, or (v) any permanent relocation of Employee’s principal place of work specified in Section 3.4.

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2.14 Termination Without Good Reason: “Termination Without Good Reason” shall mean termination by Employee of his employment hereunder for any reason other than a Termination For Good Reason.

2.15 Territory: “Territory” means each and every state, county, city or other political subdivision or geographic location in the United States.

3.0 CAPACITIES AND DUTIES.

3.1 Positions: Employee is hereby employed in the capacity of Executive Vice President, Operations of the Company. Employee will at all times abide by the Company’s written personnel policies applicable to similarly situated employees of the Company as in effect from time to time and previously provided to Employee, and will faithfully and to the best of Employee’s ability, experience and talents perform all of the duties that maybe required of and from Employee pursuant to the terms hereof, provided that such duties are consistent with Employee’s positions and level of authority with the Company.

3.2 Exclusive Services: While employed hereunder, Employee agrees to devote Employee’s reasonable best efforts and full business time to rendering services to the Company. Employee is specifically restricted from being employed by any other company, other than a Subsidiary or an Affiliate of the Company, while under the Company’s employ pursuant to this Agreement. Notwithstanding the foregoing, Employee shall be permitted to devote not more than five hours a month to family businesses, provided that such activities do not substantially interfere with his duties hereunder.

3.3 Inventions Assignment: Employee will be required, as a condition of his continued employment with the Company, to sign the inventions assignment agreement attached hereto as Annex A.

3.4 Place of Employment: Employee’s principal place of work shall be located in the Borough of Manhattan, New York, New York.

4.0 EMPLOYMENT AND TERMINATION.

4.1 Employment at Will: Subject to the notice and other applicable provisions set forth in this Agreement, both the Company and Employee shall have the right to terminate Employee’s employment with the Company at any time, whether or not as a result of a Discharge for Cause or Termination For Good Reason, and without prior notice. If Employee’s employment with the Company is terminated, Employee will be eligible to receive severance benefits only to the extent provided in this Agreement.

4.2 Discharge For Cause or Termination Without Good Reason: Upon a Discharge for Cause or Termination Without Good Reason, the Company shall have no obligation to Employee except for payment of any Base Salary, bonus, benefits, and expense reimbursement accrued and unpaid to the effective date of termination and except as otherwise required by law (the “Accrued Obligations”), but any Discharge for Cause shall be without prejudice to the right of Employee to dispute the propriety of such termination. Termination of

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Employee’s employment resulting from a Discharge for Cause shall be communicated by delivery to Employee of a written notice from the Company to Employee specifically identifying the grounds under which the Company has concluded that Employee is subject to a Discharge for Cause. The date of Discharge for Cause shall be the date specified in the written notice of Discharge For Cause from the Company to Employee. The date of a Termination Without Good Reason by Employee shall be the date specified in a written notice of resignation from Employee to the Company, provided that Employee shall provide at least 30 days’ advance written notice of his resignation.

4.3 Discharge Without Cause or Termination For Good Reason: Upon a Discharge Without Cause or Termination For Good Reason, (a) Employee shall receive payment of his Accrued Obligations and (b) subject to Employee’s delivery and nonrevocation of an executed, effective general release in the form that is attached hereto as Annex B and continued compliance with the restrictive covenants set forth in Section 5 hereof, Employee shall be entitled to the following benefits (the “Severance Package”): (i) Employee shall receive an amount equal to (A) twice Employee’s Base Salary (if the Discharge Without Cause or Termination For Good Reason occurs during the twelve (12)-month period commencing on the Effective Date) or (B) Employee’s Base Salary (if the Discharge Without Cause or Termination For Good Reason occurs after the twelve (12)-month period commencing on the Effective Date), which in either case shall payable in twelve (12) equal installments during the twelve (12)-month period commencing on the date of Discharge Without Cause or Termination For Good Reason (the “Severance Period”) and (ii) to the extent Employee elects to continue his medical and dental benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA Coverage”) under the Company’s group health plan, the Company shall pay for the cost to continue COBRA Coverage for Employee and his eligible dependents who participated in Employee’s medical and dental plans on the date immediately preceding the date of the Covered Termination, during the Severance Period, or until Employee becomes eligible to participate in another employer health plan, whichever occurs first. Other than the foregoing, Employee shall not be entitled to any payment hereunder for subsequent periods upon Employee’s termination of employment upon a Discharge Without Cause or Termination For Good Reason. The monthly payments payable under this Section shall be payable to Employee in accordance with the Company’s general payroll practices as the same may exist from time to time following a Discharge Without Cause or Termination For Good Reason. Termination of Employee’s employment resulting from a Termination For Good Reason shall be communicated by delivery to the Company of a written notice from Employee which shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such termination. The date of Termination For Good Reason shall be the date specified in the written notice of Termination For Good Reason. The date of Employee’s Discharge Without Cause shall be the date specified in a written notice of termination to Employee.

4.4 Termination Due to Disability: In the event of Employee’s Disability, the Company shall be entitled to terminate his employment upon written notice by the Company to Employee. In the case that the Company terminates Employee’s employment due to Disability, the Company shall have no further obligations to Employee, except for payment of the Accrued Obligations through the date of termination.

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4.5 Termination Upon Death: This Agreement shall immediately terminate without action or notice by either party upon the death of Employee and without further obligation by the Company, except for payment of the Accrued Obligations through the effective date of termination.

5.0 COVENANTS OF EMPLOYEE

5.1 Confidential and Proprietary Information: While employed with the Company or any of its Affiliates and for a period of twenty-four (24) months thereafter, Employee agrees that he will not, either directly or indirectly, and Employee will not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, divulge to any person or entity or use any of the Confidential and Proprietary Information, except (i) as required in connection with the performance of such Employee’s duties to the Company, (ii) as required to be included in any report, statement or testimony requested by any municipal, state or national regulatory body having jurisdiction over Employee or any Covered Entity which is Controlled by Employee, (iii) as required in response to any summons or subpoena or in connection with any litigation, (iv) to the extent necessary in order to comply with any law, order, regulation, ruling or governmental request applicable to Employee or any Covered Entity which is Controlled by Employee, (v) as required in connection with audits or regulatory inquiries, (vi) as is necessary to enforce this Agreement, (vii) to attorneys and other professional advisors for the purpose of seeking their advice, or (viii) with the express written consent of the Board of Directors. In the event that Employee or any such Covered Entity which is Controlled by Employee is required to disclose Confidential and Proprietary Information pursuant to the foregoing exceptions, Employee shall promptly notify the Company of such pending disclosure and assist the Company (at the Company’s expense) in seeking a protective order or in objecting to such request, summons or subpoena with regard to the Confidential and Proprietary Information. If the Company does not obtain such relief after a period that is reasonable under the circumstances, Employee (or such Covered Entity) may disclose that portion of the Confidential and Proprietary Information that such party is advised by counsel that it is legally compelled to disclose. In such cases, Employee shall promptly provide the Company with a copy of the Confidential and Proprietary Information so disclosed. Employee shall return all tangible evidence of Confidential and Proprietary Information to the Company prior to or at the termination of his employment, other than copies of records relating to Employee’s compensation, benefits, and similar matters.

5.2 Non-Compete and Non-Solicitation:

(a) Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, participate in, assist, aid or advise in any way, any business or enterprise that competes with the Business in the Territory (including, without limitation, providing services to any customer or other person or entity in the Territory). Except as otherwise explicitly permitted by the last sentence of this Section 5.2(a), while employed with the Company or any of its Affiliates and for a period of twelve (12) months thereafter, Employee shall not, either directly or indirectly, individually or by or through any Covered Entity, invest in

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(whether through debt or equity securities), contribute any capital or make any advances to, take an ownership interest or profit-sharing percentage in, seek to purchase or acquire, or receive income, compensation or consulting fees from, any entity or person involved in the Business in the Territory. Notwithstanding the foregoing, nothing contained in this Section 5.2(a) shall prohibit Employee or any Affiliate of Employee from owning less than five percent (5%) of any class of voting securities publicly held and quoted on a recognized securities exchange or inter-deal quotation system, of any issuer, and no such issuer shall be considered a Covered Entity solely by virtue of such ownership or the incidents thereof.

(b) While employed with the Company or any of its Affiliates and for a period of twenty-four (24) months thereafter, Employee shall not, either directly or indirectly and shall not permit any Covered Entity which is Controlled by Employee to, either directly or indirectly, (i) solicit, or take any other action that is intended to solicit, the business of any customers or Referral Sources with which the Company or any of its Affiliates conducts business or receives referrals or has conducted business or received referrals within the 12 months preceding such solicitation or other action; or (ii) hire, solicit, take away, or attempt to hire, solicit or take away (either on such Employee’s behalf or on behalf of any other person or entity) any person (A) who is then an employee of the Company or any Affiliate of the Company or (B) who has terminated his or her employment with the Company or any Affiliate of the Company within the 12 months preceding such hiring, solicitation or other action.

(c) Employee hereby acknowledges and agrees that the payment of any amount under the Severance Package is conditioned upon Employee’s compliance with the covenants in this Section 5, and that the Company will have the right to withhold payment if Employee is in breach of any of the covenants in this Section 5.

5.3 Enforcement; Remedies: Employee agrees and acknowledges that the Company has a valid and legitimate business interest in protecting the Business in the Territory from any activity prohibited by Section 5 hereof. Employee acknowledges that Employee’s expertise in the Business is of a special and unique character which gives this expertise a particular value, and that a breach of Section 5 hereof by Employee will cause serious and irreparable harm to the Company. Employee therefore acknowledges that a breach of Section 5 hereof by Employee cannot be adequately compensated in an action for damages at law, and equitable relief would be necessary to protect the Company from a violation of this Agreement and from the harm which this Agreement is intended to prevent. By reason thereof, Employee acknowledges that the Company is entitled, in addition to any other remedies it may have under this Agreement or otherwise, to preliminary and permanent injunctive and other equitable relief to prevent or curtail any breach of this Agreement without any requirement to prove actual damages or post a bond. Employee acknowledges, however, that no specification in this Agreement of a particular legal or equitable remedy may be construed as a waiver of or prohibition against pursuing other legal or equitable remedies in the event of a breach of this Agreement by Employee.

5.4 Severability and Modification of Any Unenforceable Covenant. It is the parties’ intent that each of the covenants under this Section 5 be read and interpreted with every reasonable inference given to its enforceability. However, it is also the parties’ intent that if any

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term, provision or condition of the covenants is held to be invalid, void or unenforceable, the remainder of the provisions thereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is also the parties’ intent that if it is determined any of the covenants are unenforceable because of overbreadth, then the covenants shall be modified so as to make it reasonable and enforceable under the prevailing circumstances.

5.5 Tolling. In the event of the breach by Employee of any covenant set forth in Section 5.2 hereof, the running of the period of restriction shall be automatically tolled and suspended for the amount of time that the breach continues, and shall automatically recommence when the breach is remedied so that the Company shall receive the benefit of Employee’s compliance with the covenants.

6.0 COMPENSATION AND BENEFITS. For Employee’s services, the Company agrees to pay Employee compensation as follows:

6.1 Salary: Base salary equal to an annual salary of not less than $160,000 (“Base Salary”) shall be paid to Employee according to the Company’s general payroll practices as same may exist from time to time.

6.2 Annual Bonus: Employee shall be eligible to earn up to an additional $50,000 annually if the Company achieves certain minimum performance objectives to be mutually agreed on by the Company and Employee. Additionally, Employee shall be eligible to participate in an additional bonus pool (the “Stretch Bonus”), of which Employee will be eligible to earn up to an additional $50,000 annually. Not more than 60 days after the Effective Date, the parties shall determine the minimum performance objectives for the annual incentive bonus, the formula for calculating the Stretch Bonus, the periods for which such bonuses are payable, and the payment dates for such bonuses. For purposes of the calculation of Accrued Obligations, a bonus shall be considered accrued and unpaid as of any date only if the period for which such bonus is payable ends on or prior to such date but such bonus has not yet been paid as of such date. Employee acknowledges that Employee shall not be eligible for any bonus for the fiscal year ended December 31, 2006 because Employee is receiving such bonus at the Effective Time.

6.3 Stock Bonus: Not more than 60 days after the Effective Date, the Company shall grant Employee shares of Series B Contingent Preferred Stock (the “Series B Shares”) equal to 0.5% of the outstanding equity securities of the Company as of such date (assuming for such purposes that shares of Series B Shares equal in the aggregate to 15% of the outstanding equity securities of the Company shall be outstanding on such date), such shares to be issued pursuant to the terms and conditions set forth in the agreement evidencing the grant, a copy of which is attached hereto as Annex C, and subject to the provisions of the Stockholders Agreement, a copy of which is attached hereto as Annex D.

6.4 Loans. The Company agrees to make a loan or loans to Employee in an amount that would be necessary for Employee to pay the tax liability attributable to filing a Section 83(b) election under the Code with respect to the Series B Shares. Employee agrees to make such election in a timely manner. Such loan shall bear interest at the applicable federal rate (as defined in the Code) in effect at the time such loan is made. Employee shall repay the full amount of any such loan in four equal annual payments of principal and interest, commencing on the first anniversary of the date on which the loan is furnished.

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6.5 Reimbursement of Expenses: The Company shall reimburse Employee for any reasonable business expenses incurred by Employee in the ordinary course of the Company’s business in accordance with the Company’s reimbursement policies then in effect. These expenses shall be substantiated by invoices and receipts, to be submitted by Employee within thirty (30) days after incurrence.

6.6 Benefits: While employed with the Company or any of its Affiliates, Employee shall be entitled to receive all benefits of employment generally available to the Company’s other senior management to the extent Employee is eligible to receive them, including, medical, dental and disability insurance and participation in the Company’s 401 (k) plan, except to the extent that such participation in any benefits plan would, in the reasonable opinion of the Board of Directors, materially alter the intended tax treatment of such plan.

6.7 Vacation: Employee shall be entitled to four weeks of vacation per each calendar year of service, which shall be accrued and used in accordance with the policies of the Company as in effect from time to time.

6.8 Tax Matters: Employee authorizes the Company to make any and all applicable withholdings of federal and state taxes and other items the Company may be required to deduct, as such items may exist under this Agreement or otherwise from time to time.

7.0 SUCCESSORS AND ASSIGNS. This Agreement is intended to bind and inure to the benefit of and be enforceable by Employee and his heirs, executors, administrators, and permitted assigns and the Company and its successors and permitted assigns. Except for any assignment of rights to receive consideration hereunder by or to Employee’s estate made upon the death of Employee, Employee shall not have any right to assign or otherwise transfer this Agreement or any of Employee’s rights, duties or any other interest herein to any party without the prior written consent of the Company, and any such purported assignment shall be null and void. Except for the right to assign any or all of its rights and obligations under this Agreement to any of its Affiliates or to its lenders as collateral security, the Company shall not have any right to assign or otherwise transfer this Agreement or any of the Company’s rights, duties or any other interest herein to any party without the prior written consent of Employee, and any such purported assignment shall be null and void. To the extent that the Company assigns its rights and obligations hereunder, the Company shall not be relieved of its obligations hereunder in respect of any such assignment.

8.0 SURVIVAL OF RIGHTS AND OBLIGATIONS. The rights and obligations of the parties as stated herein shall survive the termination of this Agreement to the extent set forth herein.

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9.0 ENTIRE AGREEMENT.

9.1 Sole Agreement: This Agreement (including any attachments and exhibits hereto) contains the parties’ sole and entire agreement regarding the subject matter hereof, and supersedes any and all other agreements, understandings, statements and representations of the parties, including, but not limited to, any employment agreement or other agreement regarding Employee’s compensation or terms of employment entered into prior to the Effective Date.

9.2 No Other Representations: The parties acknowledge and agree that, except for those representations specifically referenced herein, no party has made any representations (a) concerning the subject matter hereof or (b) inducing the other party to execute and deliver this Agreement. The parties have relied on their own judgment in entering into this Agreement.

10.0 MODIFICATIONS OR WAIVERS. Waivers or modifications of this Agreement, or of any covenant, condition, or limitation contained herein, are valid only if in writing duly executed by the parties hereto.

11.0 GOVERNING LAW. This Agreement shall be governed pursuant to the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

12.0 SEVERABILITY. In the event that any provision or term of this Agreement, or any word, phrase, clause, sentence or other portion thereof (including, without limitation, the geographic and temporal restrictions and provisions contained in this Agreement) is held to be unenforceable or invalid for any reason, such provision or portion thereof will be modified or deleted in such a manner as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under applicable laws.

13.0 INTERPRETATION; SECTION HEADINGS. The section and subsection heading of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any of its provisions.

14.0 NOTICES. All notices and other communications under or in connection with this Agreement shall be in writing and shall be deemed given (i) if delivered personally, upon delivery, (ii) if delivered by registered or certified mail (return receipt requested), upon the earlier of actual delivery or three (3) days after being mailed, (iii) if given by overnight courier with receipt acknowledgment requested, the next business day following the date sent, or (iv) if given by facsimile or telecopy, upon confirmation of transmission by facsimile or telecopy, in each case to the parties at the following addresses:

To the Company:	The telx Group, Inc.
	17 State Street
	33rd Floor
	New York, NY 10004

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with copies to:	GI Partners Fund II, L.P.
	2730 Sand Hill Road
	Suite 280
	MenloPark, CA 94025
	Facsimile: (650) 233-3601
	Attention: Eric Harrison
	Latham & Watkins LLP
	140 Scott Drive
	Menlo Park, California 64025
	Facsimile: (650) 463-2600
	Attention: Robert A. Koenig, Esq.
To Employee:	Michael Terlizzi
	[Address]
with a copy to:	Duane Morris LLP
	380 Lexington Avenue
	New York, New York 10168
	Facsimile: (212) 692-1020
	Attention: Robert J. Hasday, Esq.

15.0 JOINT PREPARATION. All parties to this Agreement have negotiated it at length, and have had the opportunity to consult with and be represented by their own competent counsel. This Agreement is therefore deemed to have been jointly prepared by the parties, and any uncertainty or ambiguity existing in it shall not be interpreted against any party, but rather shall be interpreted according to the rules generally governing the interpretation of contracts.

16.0 THIRD-PARTY BENEFICIARIES. Except as provided in Section 7.0, no term or provision of this Agreement is intended to be, or shall be, for the benefit of any person, firm, organization, corporation or entity not a party hereto, and no such other person, firm, organization, corporation or entity shall have any right or cause of action hereunder.

17.0 ARBITRATION.

17.1 Any controversy, claim, cause of action, in law or equity, or dispute involving the parties (or their affiliated persons or entities) directly or indirectly concerning this Agreement, or the subject matter thereof, including its enforcement, performance, breach, or interpretation, shall be resolved solely and exclusively by final and binding arbitration held in New York, New York by one (1) arbitrator in accordance with the rules of employment arbitration then followed by the American Arbitration Association or any successor to the functions thereof. The arbitrator shall apply New York law in the resolution of all controversies, claims and disputes and shall have the right and authority to determine how his or her decision or determination as to each issue or matter in dispute may be implemented or enforced. Any

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decision or award of the arbitrator shall be final and conclusive on the parties to this Agreement and their respective Affiliates, and there shall be no appeal therefrom other than from gross negligence or willful misconduct. Notwithstanding the foregoing, claims regarding worker’s compensation and unemployment compensation benefits shall not be subject to arbitration under this Agreement. Each party in any such arbitration shall be responsible for its own attorneys’ fees, costs and necessary disbursement; provided, however, that if one party refuses to arbitrate and the other party seeks to compel arbitration by court order, if such other party prevails, it shall be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements.

17.2 The parties hereto agree that any action to compel arbitration pursuant to this Agreement may be brought in any appropriate state court in New York County, New York, and in connection with such action to compel, the laws of New York shall control. Application may also be made to such court for confirmation of any decision or award of the arbitrator, for an order of the enforcement and for any other remedies which may be necessary to effectuate such decision or award. The parties hereto hereby consent to the jurisdiction of the arbitrator and of such court and waive any objection to the jurisdiction of such arbitrator and court.

17.3 Notwithstanding the foregoing, (a) the Company and Employee shall be entitled to seek injunctive relief, in any court of competent jurisdiction, to enforce this Agreement, and (b) this Section 17.0 shall not limit the right of the Company to seek judicial relief pursuant to Section 5.3 of this Agreement without prior arbitration.

18.0 COOPERATION AND FURTHER ACTIONS. The parties agree to perform any and all acts and to execute and deliver any and all documents necessary or convenient to carry out the terms of this Agreement.

19.0 COUNTERPARTS. This Agreement may be executed in counterparts, including electronically transmitted counterparts, each of which shall be deemed an original and both of which shall be considered one and the same instrument.

20.0 INTERNAL REVENUE CODE SECTION 409A. The parties hereby acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and the parties agree to use their best efforts to achieve timely compliance with, Section 409A of the Internal Revenue Code of 1986, as amended, and the Department of Treasury Regulations and other interpretive guidance issued thereunder (“Section 409A”), including, without limitation, any such regulations or other guidance that may be issued after the Effective Date, so as to not reduce the economic benefit of this Agreement to Employee as a result of Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company or Employee reasonably determines that Section 409A would reduce the economic benefit of this Agreement to Employee, (a) the Company and Employee shall work together in good faith to amend this Agreement and to formulate appropriate Company policies and procedures, including amendments and policies with retroactive effect, to eliminate such reduction and (b) the Company shall take such actions as Employee shall reasonably request to eliminate such reduction, provided that (i) such actions do not result in material additional cost or expense to the Company (the parties agree that the acceleration of payments to Employee shall not constitute material additional cost or expense to the Company) or (ii) Employee agrees to reimburse the Company for such material additional cost or expense.

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[SIGNATURE PAGE FOLLOWS]

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[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]

IN WITNESS WHEREOF, the parties hereto have executed, or caused their duly authorized representatives to execute, this Agreement as of the Effective Date.

THE TELX GROUP, INC. a Delaware corporation
By:	/s/ Rory J. Cutaia
Name:	Rory J. Cutaia
Title:	President and CEO
EMPLOYEE
/s/ Michael Terlizzi
Michael Terlizzi

EX-10.38

Exhibit 10.38

THE TELX GROUP, INC.

2007 EMPLOYEE STOCK PLAN

1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in The Telx Group, Inc. 2007 Employee Stock Plan, have the following meanings:

Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in which case the Administrator means the Committee.

Affiliate means a corporation which, for purposes of Section 424 of the Code, is a parent or subsidiary of the Company, direct or indirect.

Agreement means an agreement between the Company and a Participant delivered pursuant to the Plan, in such form as the Administrator shall approve.

Board of Directors means the Board of Directors of the Company.

Code means the United States Internal Revenue Code of 1986, as amended.

Committee means the committee of the Board of Directors to which the Board of Directors has delegated power to act under or pursuant to the provisions of the Plan.

Common Stock means shares of the Company’s common stock, par value $0.0001 per share.

Company means The Tel^x Group, Inc., a Delaware corporation.

Disability or Disabled means permanent and total disability as defined in Section 22(e)(3) of the Code.

Employee means any employee of the Company or of an Affiliate (including, without limitation, an employee who is also serving as an officer of the Company or of an Affiliate), designated by the Administrator to be eligible to be granted one or more Stock Rights under the Plan.

Fair Market Value of a Share of Common Stock means:

(a) If the Common Stock is listed on a national securities exchange or traded in the over-the-counter market and sales prices are regularly reported for the Common Stock, the closing or last price of the Common Stock on the composite tape or other comparable reporting system for the trading day on the applicable date, and if such applicable date is not a trading day, the last market trading day prior to such date;

(b) If the Common Stock is not traded on a national securities exchange but is traded on the over-the-counter market, if sales prices are not regularly reported for the Common Stock for the trading day referred to in clause (a), and if bid and asked prices for the Common Stock are regularly reported, the mean between the bid and the asked price for the Common Stock at the close of trading in the over-the-counter market for the trading day on which Common Stock was traded on the applicable date, and if such applicable date is not a trading day, the last market trading day prior to such date; and

(c) If the Common Stock is neither listed on a national securities exchange nor traded in the over-the-counter market, such value as the Administrator, in good faith, shall determine.

ISO means an option meant to qualify as an incentive stock option under Section 422 of the Code.

Non-Qualified Option means an option which is not intended to qualify as an ISO.

Option means an ISO or Non-Qualified Option granted under the Plan.

Participant means an Employee, director or consultant of the Company or an Affiliate to whom one or more Stock Rights are granted under the Plan. As used herein, “Participant” shall include “Participant’s Survivors” where the context requires.

Plan means The Telx Group, Inc. 2007 Employee Stock Plan.

Shares means shares of the Common Stock as to which Stock Rights have been or may be granted under the Plan or any shares of capital stock into which the Shares are changed or for which they are exchanged pursuant to the provisions of Paragraph 3 of the Plan. The Shares issued under the Plan may be authorized and unissued shares or shares held by the Company in its treasury, or both.

Stock-Based Award means a grant by the Company under the Plan of an equity award or an equity based award which is not an Option or a Stock Grant.

Stock Grant means a grant by the Company of Shares under the Plan.

Stock Right means a right to Shares or the value of Shares of the Company granted pursuant to the Plan, including an ISO, a Non-Qualified Option, a Stock Grant or a Stock-Based Award.

Survivor means a deceased Participant’s legal representatives and/or any person or persons who acquired the Participant’s rights to a Stock Right by will or by the laws of descent and distribution.

2. PURPOSES OF THE PLAN. The Plan is intended to encourage ownership of Shares by Employees and directors of, and certain consultants, to the Company and its Affiliates in order to attract and retain such people, to induce them to work for the benefit of the Company or of an Affiliate and to provide additional incentive for them to promote the success of the Company or of an Affiliate. The Plan provides for the granting of ISOs, Non-Qualified Options, Stock Grants and Stock-Based Awards.

3. SHARES SUBJECT TO THE PLAN.

(a) The number of Shares which may be issued from time to time pursuant to this Plan shall be 1,250,000, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 24 of the Plan.

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(b) If an Option ceases to be “outstanding”, in whole or in part (other than by exercise), or if the Company shall reacquire (at not more than its original issuance price) any Shares issued pursuant to a Stock Grant or Stock-Based Award, or if any Stock Right expires or is forfeited, cancelled or otherwise terminated or results in any Shares not being issued, the unissued Shares which were subject to such Stock Right shall again be available for issuance from time to time pursuant to this Plan. Notwithstanding the foregoing, if a Stock Right is exercised, in whole or in part, by tender of Shares or if the Company’s tax withholding obligation is satisfied by withholding Shares, the number of Shares deemed to have been issued under the Plan for purposes of the limitation set forth in Paragraph 3(a) above shall be the number of Shares that were subject to the Stock Right or portion thereof, and not the net number of Shares actually issued.

4. ADMINISTRATION OF THE PLAN. The Administrator of the Plan will be the Board of Directors, except to the extent the Board of Directors delegates its authority to the Committee, in which case the Committee shall be the Administrator. Subject to the provisions of the Plan, the Administrator is authorized to:

(a) Interpret the provisions of the Plan and all Stock Rights and to make all rules and determinations which it deems necessary or advisable for the administration of the Plan;

(b) Determine which Employees, directors and consultants shall be granted Stock Rights;

(c) Determine the number of Shares for which a Stock Right or Stock Rights shall be granted;

(d) Specify the terms and conditions upon which a Stock Right or Stock Rights may be granted;

(e) Make changes to any outstanding Stock Right, including, without limitation, to reduce or increase the exercise price or purchase price, accelerate the vesting schedule or extend the expiration date, provided that no such change shall impair the rights of a Participant under any grant previously made without such Participant’s consent;

(f) Buy out for a payment in cash or Shares a Stock Right previously granted and/or cancel any such Stock Right and grant in substitution therefor other Stock Rights covering the same or a different number of Shares and having an exercise price or purchase price per share which may be lower or higher than the exercise price or purchase price of the cancelled Stock Right, based on such terms and conditions as the Administrator shall establish and the Participant shall accept; and

(g) Adopt any sub-plans applicable to residents of any specified jurisdiction as it deems necessary or appropriate in order to comply with or take advantage of any tax or other laws applicable to the Company or to Plan Participants or to otherwise facilitate the administration of the Plan, which sub-plans may include additional restrictions or conditions applicable to Stock Rights or Shares issuable pursuant to a Stock Right;

provided, however, that all such interpretations, rules, determinations, terms and conditions shall be made and prescribed in the context of (i) not causing any adverse tax consequences under Section 409A of the Code, and (ii) preserving the tax status under Section 422 of the Code of those Options which are designated as ISOs. Subject to the foregoing, the interpretation and construction by the Administrator of any provisions of the Plan or of any Stock Right granted under it shall be final, unless otherwise determined by the Board of Directors if the Administrator is the Committee. In addition, if the Administrator is the Committee, the Board of Directors may take any action under the Plan that would otherwise be the responsibility of the Committee.

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To the extent permitted under applicable law, the Board of Directors or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. The Board of Directors or the Committee may revoke any such allocation or delegation at any time.

5. ELIGIBILITY FOR PARTICIPATION. The Administrator will, in its sole discretion, name the Participants in the Plan; provided, however, that each Participant must be an Employee, director or consultant of the Company or of an Affiliate at the time a Stock Right is granted. Notwithstanding the foregoing, the Administrator may authorize the grant of a Stock Right to a person not then an Employee, director or consultant of the Company or of an Affiliate; provided, however, that the actual grant of such Stock Right shall be conditioned upon such person becoming eligible to become a Participant at or prior to the time of the execution of the Agreement evidencing such Stock Right. ISOs may be granted only to Employees. Non-Qualified Options, Stock Grants and Stock-Based Awards may be granted to any Employee, director or consultant of the Company or an Affiliate. The granting of any Stock Right to any individual shall neither entitle that individual to, nor disqualify him or her from, participation in any other grant of Stock Rights or any grant under any other benefit plan established by the Company or any Affiliate for Employees, directors or consultants.

6. TERMS AND CONDITIONS OF OPTIONS. Each Option shall be set forth in writing in an Option Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Administrator may provide that Options be granted subject to such terms and conditions, consistent with the terms and conditions specifically required under this Plan, as the Administrator may deem appropriate, including, without limitation, subsequent approval by the stockholders of the Company of this Plan or any amendments thereto. The Option Agreements shall be subject to at least the following terms and conditions:

(a) Non-Qualified Options: Each Option intended to be a Non-Qualified Option shall be subject to the terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards for any such Non-Qualified Option:

(i) Option Price: Each Option Agreement shall state the option price per share of the Shares covered by each Option, which option price shall be determined by the Administrator but shall not be less than the Fair Market Value per share of Common Stock.

(ii) Number of Shares: Each Option Agreement shall state the number of Shares to which it pertains.

(iii) Option Periods: Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain conditions or the attainment of stated goals or events.

(iv) Option Conditions: Exercise of any Option may be conditioned upon the Participant’s execution of a Share purchase agreement in form satisfactory to the Administrator providing for certain protections for the Company and its other stockholders, including requirements that:

(A) The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted; and

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(B) The Participant or the Participant’s Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.

(b) ISOs: Each Option intended to be an ISO shall be issued only to an Employee and be subject to the following terms and conditions, with such additional restrictions or changes as the Administrator determines are appropriate but not in conflict with Section 422 of the Code and relevant regulations and rulings of the Internal Revenue Service:

(i) Minimum standards: The ISO shall meet the minimum standards required of Non-Qualified Options, as described in Paragraph 6(a) above.

(ii) Option Price: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:

(A) 10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per Share on the date of the grant of the Option; or

(B) More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the Option price per share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value per Share on the date of grant of the Option.

(iii) Term of Option: For Participants who own:

(A) 10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or

(B) More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.

(iv) Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of ISOs which may become exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined at the time each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed $100,000.

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7. TERMS AND CONDITIONS OF STOCK GRANTS. Each offer of a Stock Grant to a Participant shall state the date prior to which the Stock Grant must be accepted by the Participant, and the principal terms of each Stock Grant shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company, subject to the following minimum standards:

(a) Each Agreement shall state the purchase price per share, if any, of the Shares covered by each Stock Grant, which purchase price shall be determined by the Administrator but shall not be less than the minimum consideration required by the Delaware General Corporation Law on the date of the grant of the Stock Grant;

(b) Each Agreement shall state the number of Shares to which the Stock Grant pertains; and

(c) Each Agreement shall include the terms of any right of the Company to restrict or reacquire the Shares subject to the Stock Grant, including the time and events upon which such rights shall accrue and the purchase price therefor, if any.

8. TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS. The Administrator shall have the right to grant other Stock-Based Awards based upon the Common Stock having such terms and conditions as the Administrator may determine, including, without limitation, the grant of Shares based upon certain conditions, the grant of securities convertible into Shares and the grant of stock appreciation rights, phantom stock awards or stock units. The principal terms of each Stock-Based Award shall be set forth in an Agreement, duly executed by the Company and, to the extent required by law or requested by the Company, by the Participant. The Agreement shall be in a form approved by the Administrator and shall contain terms and conditions which the Administrator determines to be appropriate and in the best interest of the Company.

9. EXERCISE OF OPTIONS AND ISSUE OF SHARES. An Option (or any part or installment thereof) shall be exercised by giving written notice to the Company or its designee, together with provision for payment of the full purchase price in accordance with this Paragraph for the Shares as to which the Option is being exercised, and complying with any other condition(s) set forth in the Option Agreement. Such notice shall be signed by the person exercising the Option, shall state the number of Shares with respect to which the Option is being exercised and shall contain any representation required by the Plan or the Option Agreement. Payment of the purchase price for the Shares as to which such Option is being exercised shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator (or if set forth in the applicable Option Agreement), through delivery of shares of Common Stock having a Fair Market Value equal as of the date of the exercise to the aggregate cash exercise price for the number of Shares as to which the Option is being exercised and held for at least six months, or (c) at the discretion of the Administrator (or if set forth in the applicable Option Agreement), by having the Company retain from the shares otherwise issuable upon exercise of the Option, a number of shares having a Fair Market Value equal as of the date of exercise to the aggregate exercise price for the number of Shares as to which the Option is being exercised, or (d) at the discretion of the Administrator, in accordance with a cashless exercise program established with a securities brokerage firm, and approved by the Administrator, or (e) at the discretion of the Administrator, by any combination of (a), (b), (c) and (d) above, or (f) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine. Notwithstanding the foregoing, the Administrator shall accept only such payment on exercise of an ISO as is permitted by Section 422 of the Code.

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The Company shall then reasonably promptly deliver the Shares as to which such Option was exercised to the Participant (or to the Participant’s Survivors, as the case may be). In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance. The Shares shall, upon delivery, be fully paid, non-assessable Shares.

The Administrator shall have the right to accelerate the date of exercise of any installment of any Option; provided that the Administrator shall not accelerate the exercise date of any installment of any Option granted to an Employee as an ISO (and not previously converted into a Non-Qualified Option pursuant to Paragraph 27) without the prior approval of the Employee if such acceleration would violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6(b)(iv).

The Administrator may, in its discretion, amend any term or condition of an outstanding Option provided (i) such term or condition as amended is permitted by the Plan, (ii) any such amendment shall be made only with the consent of the Participant to whom the Option was granted, or in the event of the death of the Participant, the Participant’s Survivors, if the amendment is adverse to the Participant, and (iii) any such amendment of any Option shall be made only after the Administrator determines whether such amendment would constitute a “modification” of any Option which is an ISO (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holder of such Option, including, but not limited to, pursuant to Section 409A of the Code.

10. ACCEPTANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES. A Stock Grant or Stock-Based Award (or any part or installment thereof) shall be accepted by executing the applicable Agreement and delivering it to the Company or its designee, together with provision for payment of the full purchase price, if any, in accordance with this Paragraph for the Shares as to which such Stock Grant or Stock-Based Award is being accepted, and complying with any other conditions set forth in the applicable Agreement. Payment of the purchase price for the Shares as to which such Stock Grant or Stock-Based Award is being accepted shall be made (a) in United States dollars in cash or by check, or (b) at the discretion of the Administrator (or if set forth in the applicable Agreement), through delivery of shares of Common Stock held for at least six months and having a Fair Market Value equal as of the date of acceptance of the Stock Grant or Stock Based-Award to the purchase price of the Stock Grant or Stock-Based Award, or (c) at the discretion of the Administrator (or if set forth in the applicable Agreement), by any combination of (a) and (b) above, or (d) at the discretion of the Administrator, by payment of such other lawful consideration as the Administrator may determine.

The Company shall then, if required by the applicable Agreement, reasonably promptly deliver the Shares as to which such Stock Grant or Stock-Based Award was accepted to the Participant (or to the Participant’s Survivors, as the case may be), subject to any escrow provision set forth in the applicable Agreement. In determining what constitutes “reasonably promptly,” it is expressly understood that the issuance and delivery of the Shares may be delayed by the Company in order to comply with any law or regulation (including, without limitation, state securities or “blue sky” laws) which requires the Company to take any action with respect to the Shares prior to their issuance.

The Administrator may, in its discretion, amend any term or condition of an outstanding Stock Grant, Stock-Based Award or applicable Agreement provided (i) such term or condition as amended is permitted by the Plan, (ii) any such amendment shall be made only with the consent of the Participant to whom the Stock Grant or Stock-Based Award was made, or in the event of death of the Participant, the Participant’s Survivors, if the amendment is adverse to the Participant, and (iii) any such amendment shall be made only after the Administrator determines whether such amendment would cause any adverse tax consequences to the Participant, including, but not limited to, pursuant to Section 409A of the Code.

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11. RIGHTS AS A STOCKHOLDER. No Participant to whom a Stock Right has been granted shall have rights as a stockholder with respect to any Shares covered by such Stock Right, except after due exercise of the Option or acceptance of the Stock Grant or as set forth in any Agreement, and tender of the full purchase price, if any, for the Shares being purchased pursuant to such exercise or acceptance and registration of the Shares in the Company’s share register in the name of the Participant.

12. ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS. By its terms, a Stock Right granted to a Participant shall not be transferable by the Participant other than (a) by will or by the laws of descent and distribution, or (b) as approved by the Administrator in its discretion and set forth in the applicable Agreement. Notwithstanding the foregoing, an ISO transferred except in compliance with clause (a) above shall no longer qualify as an ISO. The designation of a beneficiary of a Stock Right by a Participant, with the prior approval of the Administrator and in such form as the Administrator shall prescribe, shall not be deemed a transfer prohibited by this Paragraph. Except as provided above, a Stock Right shall only be exercisable or may only be accepted, during the Participant’s lifetime, by such Participant (or by his or her legal representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of any Stock Right or of any rights granted thereunder contrary to the provisions of this Plan, or the levy of any attachment or similar process upon a Stock Right, shall be null and void.

13. EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN “FOR CAUSE” OR DEATH OR DISABILITY. Except as otherwise provided in a Participant’s Option Agreement, in the event of a termination of service (whether as an Employee, director or consultant) with the Company or an Affiliate before the Participant has exercised an Option, the following rules apply:

(a) A Participant who ceases to be an Employee, director or consultant of the Company or of an Affiliate (for any reason other than termination “for cause”, Disability or death for which events there are special rules in Paragraphs 14, 15, and 16, respectively), may exercise any Option granted to him or her to the extent that the Option is exercisable on the date of such termination of service, but only within such term as the Administrator has designated in a Participant’s Option Agreement.

(b) Except as provided in Subparagraph (c) below, or Paragraph 15 or 16, in no event may an Option intended to be an ISO, be exercised later than three months after the Participant’s termination of employment.

(c) The provisions of this Paragraph, and not the provisions of Paragraph 15 or 16, shall apply to a Participant who subsequently becomes Disabled or dies after the termination of employment, director status or consultancy; provided, however, in the case of a Participant’s Disability or death within three months after the termination of employment, director status or consultancy, the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option.

(d) Notwithstanding anything herein to the contrary, if subsequent to a Participant’s termination of employment, termination of director status or termination of consultancy, but prior to the exercise of an Option, the Board of Directors determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause”, then such Participant shall forthwith cease to have any right to exercise any Option.

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(e) A Participant to whom an Option has been granted under the Plan who is absent from the Company or an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide; provided, however, that, for ISOs, any leave of absence granted by the Administrator of greater than 90 days, unless pursuant to a contract or statute that guarantees the right to reemployment, shall cause such ISO to become a Non-Qualified Option.

(f) Except as required by law or as set forth in a Participant’s Option Agreement, Options granted under the Plan shall not be affected by any change of a Participant’s status within or among the Company and any Affiliates, so long as the Participant continues to be an Employee, director or consultant of the Company or any Affiliate.

14. EFFECT ON OPTIONS OF TERMINATION OF SERVICE “FOR CAUSE”. Except as otherwise provided in a Participant’s Option Agreement, the following rules apply if the Participant’s service (whether as an employee, director or consultant) with the Company or an Affiliate is terminated “for cause” prior to the time that all his or her outstanding Options have been exercised:

(a) All outstanding and unexercised Options as of the time the Participant is notified his or her service is terminated “for cause” will immediately be forfeited.

(b) For purposes of this Plan, “cause” shall include (and is not limited to) dishonesty with respect to the Company or any Affiliate, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of “cause” will be conclusive on the Participant and the Company.

(c) “Cause” is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of “cause” occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service but prior to the exercise of an Option, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause”, then such Participant’s right to exercise any Option is forfeited.

(d) Any provision in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of “cause” for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to that Participant.

15. EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY. Except as otherwise provided in a Participant’s Option Agreement:

(a) A Participant who ceases to be an Employee, director or consultant of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant:

(i) To the extent that the Option has become exercisable but has not been exercised on the date of Disability; and

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(ii) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability.

(b) A Disabled Participant may exercise such rights only within the period ending one year after the date of the Participant’s Disability, notwithstanding that the Participant might have been able to exercise the Option as to some or all of the Shares on a later date if the Participant had not become Disabled and had continued to be an Employee, director or consultant or, if earlier, within the originally prescribed term of the Option.

(c) The Administrator shall make the determination both of whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.

16. EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. Except as otherwise provided in a Participant’s Option Agreement:

(a) In the event of the death of a Participant while the Participant is an Employee, director or consultant of the Company or of an Affiliate, such Option may be exercised by the Participant’s Survivors:

(i) To the extent that the Option has become exercisable but has not been exercised on the date of death; and

(ii) In the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of death of any additional vesting rights that would have accrued on the next vesting date had the Participant not died. The proration shall be based upon the number of days accrued in the current vesting period prior to the Participant’s date of death.

(b) If the Participant’s Survivors wish to exercise the Option, they must take all necessary steps to exercise the Option within one year after the date of death of such Participant, notwithstanding that the decedent might have been able to exercise the Option as to some or all of the Shares on a later date if he or she had not died and had continued to be an employee, director or consultant or, if earlier, within the originally prescribed term of the Option.

17. EFFECT OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS. In the event of a termination of service (whether as an Employee, director or consultant) with the Company or an Affiliate for any reason before the Participant has accepted a Stock Grant, such offer shall terminate.

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For purposes of this Paragraph 17 and Paragraph 18 below, a Participant to whom a Stock Grant has been offered and accepted under the Plan who is absent from work with the Company or with an Affiliate because of temporary disability (any disability other than a Disability as defined in Paragraph 1 hereof), or who is on leave of absence for any purpose, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated such Participant’s employment, director status or consultancy with the Company or with an Affiliate, except as the Administrator may otherwise expressly provide.

In addition, for purposes of this Paragraph 17 and Paragraph 18 below, any change of employment or other service within or among the Company and any Affiliates shall not be treated as a termination of employment, director status or consultancy so long as the Participant continues to be an Employee, director or consultant of the Company or any Affiliate.

18. EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE OTHER THAN “FOR CAUSE” OR DEATH OR DISABILITY. Except as otherwise provided in a Participant’s Stock Grant Agreement, in the event of a termination of service (whether as an Employee, director or consultant), other than termination “for cause,” Disability or death for which events there are special rules in Paragraphs 19, 20 and 21, respectively, before all forfeiture provisions or Company rights of repurchase shall have lapsed, then the Company shall have the right to cancel or repurchase that number of Shares subject to a Stock Grant as to which the Company’s forfeiture or repurchase rights have not lapsed.

19. EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE “FOR CAUSE”. Except as otherwise provided in a Participant’s Stock Grant Agreement, the following rules apply if the Participant’s service (whether as an Employee, director or consultant) with the Company or an Affiliate is terminated “for cause”:

(a) All Shares subject to any Stock Grant that remain subject to forfeiture provisions or as to which the Company shall have a repurchase right shall be immediately forfeited to the Company as of the time the Participant is notified his or her service is terminated “for cause.”

(b) For purposes of this Plan, “cause” shall include (and is not limited to) dishonesty with respect to the employer, insubordination, substantial malfeasance or non-feasance of duty, unauthorized disclosure of confidential information, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or similar agreement between the Participant and the Company, and conduct substantially prejudicial to the business of the Company or any Affiliate. The determination of the Administrator as to the existence of “cause” will be conclusive on the Participant and the Company.

(c) “Cause” is not limited to events which have occurred prior to a Participant’s termination of service, nor is it necessary that the Administrator’s finding of “cause” occur prior to termination. If the Administrator determines, subsequent to a Participant’s termination of service, that either prior or subsequent to the Participant’s termination the Participant engaged in conduct which would constitute “cause,” then the Company’s right to repurchase all of such Participant’s Shares shall apply.

(d) Any provision in an agreement between the Participant and the Company or an Affiliate, which contains a conflicting definition of “cause” for termination and which is in effect at the time of such termination, shall supersede the definition in this Plan with respect to that Participant.

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20. EFFECT ON STOCK GRANTS OF TERMINATION OF SERVICE FOR DISABILITY. Except as otherwise provided in a Participant’s Stock Grant Agreement, if a Participant ceases to be an employee, director or consultant of the Company or of an Affiliate by reason of Disability, to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of Disability, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant through the date of Disability as would have lapsed had the Participant not become Disabled. The proration shall be based upon the number of days accrued prior to the date of Disability.

The Administrator shall make the determination both as to whether Disability has occurred and the date of its occurrence (unless a procedure for such determination is set forth in another agreement between the Company and such Participant, in which case such procedure shall be used for such determination). If requested, the Participant shall be examined by a physician selected or approved by the Administrator, the cost of which examination shall be paid for by the Company.

21. EFFECT ON STOCK GRANTS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT. Except as otherwise provided in a Participant’s Stock Grant Agreement, in the event of the death of a Participant while the Participant is an Employee, director or consultant of the Company or of an Affiliate, to the extent the forfeiture provisions or the Company’s rights of repurchase have not lapsed on the date of death, they shall be exercisable; provided, however, that in the event such forfeiture provisions or rights of repurchase lapse periodically, such provisions or rights shall lapse to the extent of a pro rata portion of the Shares subject to such Stock Grant through the date of death as would have lapsed had the Participant not died. The proration shall be based upon the number of days accrued prior to the Participant’s death.

22. PURCHASE FOR INVESTMENT. Unless the offering and sale of the Shares to be issued upon the particular exercise or acceptance of a Stock Right shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:

(a) The person who exercises or accepts such Stock Right shall warrant to the Company, prior to the receipt of such Shares, that such persons is acquiring such Shares for his or her own account, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon the certificate(s) evidencing his or her Shares issued pursuant to such exercise or such grant:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN FOR INVESTMENT AND THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SHARES SHALL BE EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO IT THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS THEN AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.”

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(b) At the discretion of the Administrator, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise or acceptance in compliance with the 1933 Act without registration thereunder.

23. DISSOLUTION OR LIQUIDATION OF THE COMPANY. Upon the dissolution or liquidation of the Company, all Options granted under this Plan which as of such date shall not have been exercised and all Stock Grants and Stock-Based Awards which have not been accepted will terminate and become null and void; provided, however, that if the rights of a Participant or a Participant’s Survivors have not otherwise terminated and expired, the Participant or the Participant’s Survivors will have the right immediately prior to such dissolution or liquidation to exercise or accept any Stock Right to the extent that the Stock Right is exercisable or subject to acceptance as of the date immediately prior to such dissolution or liquidation. Upon the dissolution or liquidation of the Company, any outstanding Stock-Based Awards shall immediately terminate unless otherwise determined by the Administrator or specifically provided in the applicable Agreement.

24. ADJUSTMENTS. Upon the occurrence of any of the following events, a Participant’s rights with respect to any Stock Right granted to him or her hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in a Participant’s Agreement:

(a) Stock Dividends and Stock Splits. If (i) the shares of Common Stock shall be subdivided or combined into a greater or smaller number of shares or if the Company shall issue any shares of Common Stock as a stock dividend on its outstanding Common Stock, or (ii) additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed with respect to such shares of Common Stock, the number of shares of Common Stock (and/or the amount of such new or different shares or other securities or other non-cash assets) deliverable upon the exercise of an Option or acceptance of a Stock Grant shall be appropriately increased or decreased proportionately, and appropriate adjustments shall be made including, in the purchase price per share, to reflect such events. The number of Shares subject to the limitations in Paragraph 3(a) shall also be proportionately adjusted upon the occurrence of such events.

(b) Corporate Transactions. If the Company is to be consolidated with or acquired by another entity in a merger, consolidation, sale of all or substantially all of the Company’s assets or other similar transaction (other than a transaction to merely change the state of incorporation of the Company) (a “Corporate Transaction”), subject to the next preceding sentence of this Paragraph 24(b), the Administrator or the board of directors of any entity assuming the obligations of the Company hereunder (the “Successor Board”), shall, as to outstanding Options make appropriate provision for the continuation of such Options by substituting on an equitable basis for the Shares then subject to such Options either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; provided, that, in such event, all unvested Options held by a Participant who is an Employee prior to the Corporate Transaction shall vest in full if such Participant is not offered employment (on substantially similar terms, in a substantially similar position) with the successor or acquiring entity). In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator may (i) upon written notice to the Participants, provide that all Options must be exercised (all Options being made fully exercisable for purposes of this Subclause), within a specified number of days of the date of such notice or prior to the consummation of the Corporate Transaction, at the end of which period all Options which have not been exercised shall terminate; or (ii) provide that, upon consummation of the Corporate Transaction, each outstanding Option shall be terminated

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in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock into which such Option is exercisable (all Options being made fully exercisable for purposes of this Subparagraph), less the aggregate exercise price of such Option (with no payment being required in the case of Options that have exercise prices in excess of such consideration). For purposes of determining the payments to be made pursuant to Subclause (ii) above, the following shall apply: (A) in the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors, and (B) in the event that more than one type of consideration is received by holders of Common Stock in connection with the Corporate Transaction, then the portion of each Share subject to an Option exchangeable into each type of consideration shall correspond to the percentage that each such type represents of the aggregate consideration received by holders of Common Stock in connection with the Corporate Transaction, less an amount equal to the same percentage of the aggregate exercise price of the Option.

With respect to outstanding Stock Grants, the Administrator or the Successor Board, shall, as to outstanding Stock Grants make appropriate provision for the continuation of such Stock Grants on the same terms and conditions by substituting on an equitable basis for the Shares then subject to such Stock Grants either the consideration payable with respect to the outstanding shares of Common Stock in connection with the Corporate Transaction or securities of any successor or acquiring entity; provided, that, in such event, all forfeiture or repurchase rights shall be waived with respect to all Stock Grants held by a Participant who is an Employee prior to the Corporate Transaction if such Participant is not offered employment (on substantially similar terms, in a substantially similar position) with the successor or acquiring entity). In lieu of the foregoing, in connection with any Corporate Transaction, the Administrator may (i) upon written notice to the Participants, provide that the purchase price of all Stock Grants must be paid, and any other conditions of ownership satisfied (all forfeiture and repurchase rights being waived for purposes of this Subclause), within a specified number of days of the date of such notice or prior to the consummation of the Corporate Transaction, at the end of which period all Stock Grants the purchase price for which have not been paid (or other conditions of ownership have not been satisfied) shall terminate; or (ii) provide that, upon consummation of the Corporate Transaction, each outstanding Stock Grant shall be terminated in exchange for payment of an amount equal to the consideration payable upon consummation of such Corporate Transaction to a holder of the number of shares of Common Stock comprising such Stock Grant (all forfeiture and repurchase rights being waived for purposes of this Subclause), less an amount equal to the aggregate purchase price payable in respect thereof (with no payment being required in the case of Stock Grants that have purchase prices in excess of such consideration). For purposes of determining the payments to be made pursuant to Subclause (ii) above, the following shall apply: (A) in the case of a Corporate Transaction the consideration for which, in whole or in part, is other than cash, the consideration other than cash shall be valued at the fair value thereof as determined in good faith by the Board of Directors, and (B) in the event that more than one type of consideration is received by holders of Common Stock in connection with the Corporate Transaction, then the portion of each Share subject to a Stock Grant exchangeable into each type of consideration shall correspond to the percentage that each such type represents of the aggregate consideration received by the holders of Common Stock in connection with the Corporate Transaction, less an amount equal to the same percentage of the aggregate purchase price payable in respect of such Stock Grant.

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If determined by the Administrator, in its sole discretion, any substitution, exercise, termination, exchange, payment of purchase price, waiver or other action taken pursuant to the forgoing Subparagraphs of this Section 24(b) in contemplation of a Corporate Transaction may be made contingent upon the actual consummation of such Corporate Transaction (any such action, a “Contingent Action”). In the event that a Corporate Transaction is not (and will not be) consummated, in the Administrator’s discretion, then appropriate provisions shall be made to (i) restore all Options and Stock Grants on the same terms and conditions as in effect prior to the taking of any Contingent Action, and (ii) all such Contingent Actions shall be reversed, rescinded or otherwise terminated and made null and void (including, without limitation, by returning to any Participant amounts paid in connection with the exercise of Options or as purchase price for Stock Grants).

(c) Recapitalization or Reorganization. In the event of a recapitalization or reorganization of the Company other than a Corporate Transaction pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, a Participant upon exercising an Option or accepting a Stock Grant after the recapitalization or reorganization shall be entitled to receive for the purchase price paid upon such exercise or acceptance, if any, the number of replacement securities which would have been received if such Option had been exercised or Stock Grant accepted prior to such recapitalization or reorganization.

(d) Adjustments to Stock-Based Awards. Upon the happening of any of the events described in Subparagraphs a, b or c above, any outstanding Stock-Based Award shall be appropriately adjusted to reflect the events described in such Subparagraphs. The Administrator or the Successor Board shall determine the specific adjustments to be made under this Paragraph 24, including, but not limited to, the effect if any, of a Corporate Transaction and, subject to Paragraph 4, its determination shall be conclusive.

(e) Modification of ISOs. Notwithstanding the foregoing, any adjustments made pursuant to Subparagraph a, b or c above with respect to ISOs shall be made only after the Administrator determines whether such adjustments would constitute a “modification” of such ISOs (as that term is defined in Section 424(h) of the Code) or would cause any adverse tax consequences for the holders of such ISOs. If the Administrator determines that such adjustments made with respect to ISOs would constitute a modification of such ISOs, it may refrain from making such adjustments, unless the holder of an ISO specifically agrees in writing that such adjustment be made and such writing indicates that the holder has full knowledge of the consequences of such “modification” on his or her income tax treatment with respect to the ISO. This paragraph shall not apply to the acceleration of the vesting of any ISO that would cause any portion of the ISO to violate the annual vesting limitation contained in Section 422(d) of the Code, as described in Paragraph 6b(iv).

25. ISSUANCES OF SECURITIES. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares subject to Stock Rights. Except as expressly provided herein, no adjustments shall be made for dividends paid in cash or in property (including, without limitation, securities) of the Company prior to any issuance of Shares pursuant to a Stock Right.

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26. FRACTIONAL SHARES. No fractional shares shall be issued under the Plan and the person exercising a Stock Right shall receive from the Company cash in lieu of such fractional shares equal to the Fair Market Value thereof.

27. CONVERSION OF ISOs INTO NON-QUALIFIED OPTIONS; TERMINATION OF ISOs. The Administrator, at the written request of any Participant, may in its discretion take such actions as may be necessary to convert such Participant’s ISOs (or any portions thereof) that have not been exercised on the date of conversion into Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the Participant is an Employee of the Company or an Affiliate at the time of such conversion. At the time of such conversion, the Administrator (with the consent of the Participant) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Administrator in its discretion may determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any Participant the right to have such Participant’s ISOs converted into Non-Qualified Options, and no such conversion shall occur until and unless the Administrator takes appropriate action. The Administrator, with the consent of the Participant, may also terminate any portion of any ISO that has not been exercised at the time of such conversion.

28. WITHHOLDING. In the event that any federal, state or local income taxes, employment taxes, Federal Insurance Contributions Act (“F.I.C.A.”) withholdings or other amounts are required by applicable law or governmental regulation to be withheld from the Participant’s salary, wages or other remuneration in connection with the exercise or acceptance of a Stock Right or in connection with a Disqualifying Disposition (as defined in Paragraph 29), or upon the lapsing of any forfeiture provision or right of repurchase or for any other reason required by law, the Company may withhold from the Participant’s compensation, if any, or may require that the Participant advance in cash to the Company, or to any Affiliate of the Company which employs or employed the Participant, the statutory minimum amount of such withholdings unless a different withholding arrangement, including the use of shares of the Company’s Common Stock or a promissory note, is authorized by the Administrator (and permitted by law). For purposes hereof, the Fair Market Value of the shares delivered or withheld for purposes of payroll withholding shall be determined in the manner provided in Paragraph 1 above, as of the most recent practicable date prior to the date of exercise. If the Fair Market Value of the shares delivered or withheld is less than the amount of payroll withholdings required, the Participant may be required to advance the difference in cash to the Company or the Affiliate employer. The Administrator, in its discretion, may condition the exercise of an Option for less than the then Fair Market Value on the Participant’s payment of such additional withholding.

29. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION. Each Employee who receives an ISO must agree to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any Shares acquired pursuant to the exercise of an ISO. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale or gift) of such Shares before the later of (a) two years after the date the Employee was granted the ISO, or (b) one year after the date the Employee acquired Shares by exercising the ISO, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before such Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

30. TERMINATION OF THE PLAN. The Plan will terminate on the date which is ten years from the earlier of the date of its adoption by the Board of Directors and the date of its approval by the stockholders of the Company. The Plan may be terminated at an earlier date by vote of the stockholders or the Board of Directors; provided, however, that any such earlier termination shall not affect any Agreements executed prior to the effective date of such termination.

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31. AMENDMENT OF THE PLAN AND AGREEMENTS. The Plan may be amended by the stockholders of the Company. The Plan may also be amended by the Administrator, including, without limitation, to the extent necessary to qualify any or all outstanding Stock Rights granted under the Plan or Stock Rights to be granted under the Plan for favorable federal income tax treatment (including deferral of taxation upon exercise) as may be afforded incentive stock options under Section 422 of the Code, and to the extent necessary to qualify the Shares issuable upon exercise or acceptance of any outstanding Stock Rights granted, or Stock Rights to be granted, under the Plan for listing on any national securities exchange or quotation in any national automated quotation system of securities dealers. Any amendment approved by the Administrator which the Administrator determines is of a scope that requires stockholder approval shall be subject to obtaining such stockholder approval. Any modification or amendment of the Plan shall not, without the consent of a Participant, adversely affect his or her rights under a Stock Right previously granted to him or her. With the consent of the Participant affected, the Administrator may amend outstanding Agreements in a manner which may be adverse to the Participant but which is not inconsistent with the Plan. In the discretion of the Administrator, outstanding Agreements may be amended by the Administrator in a manner which is not adverse to the Participant.

32. EMPLOYMENT OR OTHER RELATIONSHIP. Nothing in this Plan or any Agreement shall be deemed to prevent the Company or an Affiliate from terminating the employment, consultancy or director status of a Participant, nor to prevent a Participant from terminating his or her own employment, consultancy or director status or to give any Participant a right to be retained in employment or other service by the Company or any Affiliate for any period of time.

33. GOVERNING LAW. This Plan shall be construed and enforced in accordance with the law of the State of Delaware.

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EX-10.39

Exhibit 10.39

INCENTIVE STOCK OPTION AGREEMENT

THE TEL^X GROUP, INC.

This AGREEMENT (this “Agreement”) is made as of the          day of                      200_, between THE TEL^X GROUP, INC. (the “Company”), a Delaware corporation, and                                                              , an employee of the Company, with an address of                                                                                        (the “Employee”).

WHEREAS, this Agreement is an “Option Agreement” as such term is defined and used in The Telx Group, Inc. 2007 Employee Stock Plan (the “Plan”);

WHEREAS, any capitalized terms used herein and not otherwise defined herein have the same meanings as in the Plan;

WHEREAS, on                     , 20__, the Board of Directors of the Company granted to the Employee an Option to purchase shares of its common stock, par value $.00001 per share (the “Shares”), under and for the purposes set forth in the Plan; and

WHEREAS, it is intended that the Option so granted qualify as an incentive stock option (an “ISO”).

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1. GRANT OF OPTION.

The Board of Directors of the Company has granted to the Employee the right and option to purchase all or any part of an aggregate of                          Shares, on the terms and conditions and subject to all the limitations set forth herein, under United States securities and tax laws and in the Plan, which is incorporated herein by reference. The Employee acknowledges receipt of a copy of the Plan.

2. PURCHASE PRICE.

The purchase price of the Shares covered by the Option shall be $             per Share, subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares after the date hereof (the “Purchase Price”). Payment shall be made in accordance with Paragraph 9 of the Plan, it being understood that the “cashless exercise” method of payment permitted, in the discretion of the Administrator, by clause (c) thereof shall be deemed approved by the Administrator as shall any payment consisting of a combination of the methods described in clause (a) and (c) of such Paragraph 9. If all or any part of the Option is exercised using the cashless exercise method, the Shares which are retained by the Company as payment of the purchase price for the Shares issued upon such exercise will be treated as having been issued upon exercise of a Non-Qualified Option.

3. EXERCISABILITY OF OPTION.

Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as follows:

• as to 25% of the total number of Shares subject to the Option, on the first year anniversary of the date of this Agreement; and

• thereafter, in 35 monthly installments of              Shares commencing on the 13th month anniversary of the date of this Agreement, and a final installment of              Shares on the fourth anniversary of the date of this Agreement.

The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan.

4. TERM OF OPTION.

The Option shall terminate ten years from the date of this Agreement or, if the Employee owns as of the date hereof more than 10% of the total combined voting power of all classes of capital stock of the Company or an Affiliate, five years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan.

If the Employee ceases to be an employee of the Company or of an Affiliate for any reason other than the death or Disability of the Employee or termination of the Employee’s employment for “cause” (as defined in the Plan), the Option may be exercised, if it has not previously terminated, within three months after the date the Employee ceases to be an employee of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of employment.

If the Employee ceases to be an employee of the Company or of an Affiliate for any reason other than the death or Disability of the Employee or termination of the Employee’s employment for “cause” (as defined in the Plan) but continues after termination of employment to provide service to the Company or an Affiliate as a consultant, this Option shall continue to vest in accordance with Section 3 above as if this Option had not terminated until the Employee is no longer providing services to the Company. In such case, this Option shall automatically convert and be deemed a Non-Qualified Option as of the date that is three months from termination of the Employee’s employment and this Option shall continue on the same terms and conditions set forth herein until such Employee is no longer providing service to the Company or an Affiliate.

Notwithstanding the foregoing, in the event of the Employee’s Disability or death within three months after the termination of employment for any reason other than termination of the Employee’s employment for “cause” (as defined in the Plan), the Employee or the Employee’s Survivors may exercise the Option within one year after the date of the Employee’s termination of employment, but in no event after the date of expiration of the term of the Option.

In the event the Employee’s employment with the Company or an Affiliate is terminated by the Employee’s employer for “cause” (as defined in the Plan), the Employee’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Employee is notified his or her employment is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Employee’s termination as an employee, but prior to

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the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Employee’s termination, the Employee engaged in conduct which would constitute “cause,” then the Employee shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate.

In the event of the Disability (as determined in accordance with the Plan) or death of the Employee while an employee of the Company or of an Affiliate, the Option shall be exercisable by the Employee or the Employee’s Survivors, as applicable, within one year after the Employee’s termination of employment for Disability or the date of death, as applicable, or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

(a) to the extent that the Option has become exercisable but has not been exercised as of the date of Disability or death, as applicable; and

(b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability or death, as applicable, of any additional vesting rights that would have accrued on the next vesting date had the Employee not become Disabled or died. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability or death, as applicable.

5. METHOD OF EXERCISING OPTION.

Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan, it being understood that the “cashless exercise” method of payment permitted, in the discretion of the Administrator, by clause (c) thereof shall be deemed approved by the Administrator as shall any payment consisting of a combination of the methods described in clause (a) and (c) of such Paragraph 9. If all or any part of the Option is exercised using the cashless exercise method, the Shares which are retained by the Company as payment of the purchase price for the Shares issued upon such exercise will be treated as having been issued upon exercise of a Non-Qualified Option. The Company shall deliver such Shares as soon as practicable after the notice shall be received; provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Employee and if the Employee shall so request in the notice exercising the Option, shall be registered in the name of the Employee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Employee, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

6. PARTIAL EXERCISE.

Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant to this Option.

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7. NON-ASSIGNABILITY.

The Option shall not be transferable by the Employee otherwise than (a) by will or by the laws of descent and distribution, or (b) pursuant to a qualified domestics relation order (as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder); provided, that, in the case of a transfer pursuant to this clause (b), the Option shall automatically convert and be deemed a Non-Qualified Option as of the date of such transfer, or (c) with the prior consent of the Administrator. Except in the case of a transfer permitted by this Section 7, the Option shall be exercisable, during the Employee’s lifetime, only by the Employee (or, in the event of legal incapacity or incompetency, by the Employee’s guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option, shall be null and void.

8. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.

The Employee shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s share register in the name of the Employee. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration.

9. ADJUSTMENTS.

The Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

10. TAXES.

The Employee acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to this Option shall be the Employee’s responsibility. The Employee acknowledges and agrees that (a) the Employee was free to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (b) the Employee has not received and is not relying upon any advice, representations or assurances made by or on behalf of the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement; and (c) neither the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes or penalties associated with the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code.

In the event of a Disqualifying Disposition (as defined in Section 15 below) or if the Option is converted into a Non-Qualified Option and such Non-Qualified Option is exercised, the Company may withhold from the Employee’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the

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Employee on exercise of the Option. The Employee further agrees that, if the Company does not withhold an amount from the Employee’s remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Employee will reimburse the Company on demand, in cash, for the amount under-withheld.

11. PURCHASE FOR INVESTMENT.

Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:

(a) The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise:

“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (a) either (i) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (ii) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (b) there shall have been compliance with all applicable state securities laws;” and

(b) If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws).

12. RESTRICTIONS ON TRANSFER OF SHARES.

(a) The Shares acquired by the Employee pursuant to the exercise of the Option granted hereby shall not be transferred by the Employee except as permitted herein.

(b) In the event of the Employee’s termination of employment for any reason, the Company shall have the option, but not the obligation, to repurchase all or any part of the Shares issued pursuant to this Agreement (including, without limitation, Shares purchased after termination of employment, Disability or death in accordance with Section 4 hereof). In the event the Company does not, upon the termination of employment of the Employee (as described above), exercise its option pursuant to this Section 12(b), the restrictions set forth in the balance of this Agreement shall not thereby lapse, and the Employee, for himself or herself, his or her heirs, legatees, executors, administrators and other successors in interest, agrees that the Shares shall remain subject to such restrictions. The following provisions shall apply to a repurchase under this Section 12(b):

(i) The per share repurchase price of the Shares to be sold to the Company upon exercise of its option under this Section 12(b) shall be equal to the Fair Market Value of each such Share determined in accordance with the Plan as of the date of termination of employment; provided, however, in the event of a termination by the Company for “cause” (as defined in the Plan), the per share repurchase price of the Shares to be sold to the Company upon exercise of its option under this Section 12(b) shall be equal to the Purchase Price.

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(ii) The Company’s option to repurchase the Employee’s Shares in the event of termination of employment shall be valid for a period of 12 months commencing with the date of such termination of employment.

(iii) In the event the Company shall be entitled to and shall elect to exercise its option to repurchase the Employee’s Shares under this Section 12(b), the Company shall notify the Employee, or in case of death, his or her Survivor, in writing of its intent to repurchase the Shares. Such written notice may be mailed by the Company up to and including the last day of the time period provided for in Section 12(b)(ii) for exercise of the Company’s option to repurchase.

(iv) The written notice to the Employee shall specify the address at, and the time and date on, which payment of the repurchase price is to be made (the “Closing”). The date specified shall not be less than ten days nor more than 60 days from the date of the mailing of the notice, and the Employee or his or her successor in interest with respect to the Shares shall have no further rights as the owner thereof from and after the date specified in the notice. At the Closing, the repurchase price shall be delivered to the Employee or his or her successor in interest and the Shares being purchased, duly endorsed for transfer, shall, to the extent that they are not then in the possession of the Company, be delivered to the Company by the Employee or his or her successor in interest.

In the event that the Employee or his or her successor in interest fails to deliver the Shares to be repurchased by the Company under this Agreement, the Company may elect (i) to establish a segregated account in the amount of the repurchase price, such account to be turned over to the Employee or his or her successor in interest upon delivery of such Shares, and (ii) immediately to take such action as is appropriate to transfer record title of such Shares from the Employee to the Company and to treat the Employee and such Shares in all respects as if delivery of such Shares had been made as required by this Agreement. The Employee hereby irrevocably grants the Company a power of attorney which shall be coupled with an interest for the purpose of effectuating the preceding sentence.

(c) Upon acquiring any Shares pursuant to the exercise of the Option, the Employee agrees to become a party to any stockholders’ agreement among the Company and all or some of its stockholders (a “Company Stockholders’ Agreement”).

(d) If the Company shall pay a stock dividend or declare a stock split on or with respect to any of its Common Stock, or otherwise distribute securities of the Company to the holders of its Common Stock, the number of shares of stock or other securities of the Company issued with respect to the shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to the Company’s rights to repurchase pursuant to this Agreement. If the Company shall distribute to its stockholders shares of stock of another corporation, the shares of stock of such other corporation distributed with respect to the Shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to the Company’s rights to repurchase pursuant to this Agreement.

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(e) If the outstanding shares of Common Stock of the Company shall be subdivided into a greater number of shares or combined into a smaller number of shares, or in the event of a reclassification of the outstanding shares of Common Stock of the Company, or if the Company shall be a party to a merger, consolidation or capital reorganization, there shall be substituted for the Shares then subject to the restrictions contained in this Agreement such amount and kind of securities as are issued in such subdivision, combination, reclassification, merger, consolidation or capital reorganization in respect of the Shares subject immediately prior thereto to the Company’s rights to repurchase pursuant to this Agreement.

(f) The Company shall not be required to transfer any Shares on its books which shall have been sold, assigned or otherwise transferred in violation of this Agreement, or to treat as owner of such Shares, or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such Shares shall have been so sold, assigned or otherwise transferred, in violation of this Agreement.

(g) The Employee agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such Employee is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an agreement restricting the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer, whether in privately negotiated transactions or to the public in open market transactions or otherwise, any Shares or other securities of the Company held by him or her during such period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of the offering, plus such additional period of time as may be required to comply with Marketplace Rule 2711 of the National Association of Securities Dealers, Inc. or similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall be in writing and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the Employee has signed such an agreement, the Company may impose stop-transfer instructions with respect to the Shares or other securities of the Company subject to the foregoing restrictions until the end of the Lock-Up Period.

(h) The Employee acknowledges and agrees that neither the Company, its stockholders nor its directors and officers, has any duty or obligation to disclose to the Employee any material information regarding the business of the Company or affecting the value of the Shares before, at the time of, or following a termination of the employment of the Employee by the Company, including, without limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with or into another firm or entity.

(i) All certificates representing the Shares to be issued to the Employee pursuant to this Agreement shall have endorsed thereon a legend substantially as follows: “The shares represented by this certificate are subject to restrictions set forth in an Incentive Stock Option Agreement dated                     , 200     with this Company, a copy of which Agreement is available for inspection at the offices of the Company or will be made available upon request.” In addition, so long as a Company Stockholders’ Agreement is in effect, all certificates representing the Shares to be issued to the Employee pursuant to this Agreement shall have endorsed thereon a legend substantially as follows: “The shares represented by this certificate are subject to restrictions set forth in a Stockholders’ Agreement dated                     , 200     with this Company, a copy of which Agreement is available for inspection at the offices of the Company or will be made available upon request.”

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13. NO OBLIGATION TO EMPLOY.

The Company is not by the Plan or this Option obligated to continue the Employee as an employee of the Company or an Affiliate. The Employee acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (d) that the Employee’s participation in the Plan is voluntary; (e) that the value of the Option is an extraordinary item of compensation which is outside the scope of the Employee’s employment contract, if any; and (f) that the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

14. OPTION IS INTENDED TO BE AN ISO.

The parties each intend that the Option be an ISO so that the Employee (or the Employee’s Survivors) may qualify for the favorable tax treatment provided to holders of Options that meet the standards of Section 422 of the Code. Any provision of this Agreement or the Plan which conflicts with the Code so that this Option would not be deemed an ISO is null and void and any ambiguities shall be resolved so that the Option qualifies as an ISO. Nonetheless, if the Option is determined not to be an ISO, the Employee understands that neither the Company nor any Affiliate is responsible to compensate him or her or otherwise make up for the treatment of the Option as a Non-Qualified Option and not as an ISO. The Employee should consult with the Employee’s own tax advisors regarding the tax effects of the Option and the requirements necessary to obtain favorable tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements.

Notwithstanding the foregoing, to the extent that the Option is not deemed to be an ISO pursuant to Section 422(d) of the Code because the aggregate fair market value (determined as of the date hereof) of any of the Shares with respect to which this ISO is granted becomes exercisable for the first time during any calendar year in excess of $100,000, the portion of the Option representing such excess value shall be treated as a Non-Qualified Option and the Employee shall be deemed to have taxable income measured by the difference between the then fair market value of the Shares received upon exercise and the price paid for such Shares pursuant to this Agreement.

15. NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.

The Employee agrees to notify the Company in writing immediately after the Employee makes a Disqualifying Disposition of any of the Shares acquired pursuant to the exercise of the Option. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale) of such Shares before the later of (a) two years after the date the Employee was granted the Option, or (b) one year after the date the Employee acquired Shares by exercising the Option, except as otherwise provided in Section 424(c) of the Code. If the Employee has died before the Shares are sold, these holding period requirements do not apply and no Disqualifying Disposition can occur thereafter.

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16. NOTICES.

Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed (a) if to the Company, to The Telx Group, Inc., 1 State Street, 12th Floor, New York, New York 10004; Facsimile: 212.480.8384; Attention: Corporate Secretary, (b) if to the Employee, to the address set forth on the first page of this Agreement, or (c) to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.

17. GOVERNING LAW.

This Agreement shall be construed and enforced in accordance with the law of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in New York and agree that such litigation shall be conducted in the courts of New York, New York or the federal courts of the United States for the Southern District of New York.

18. BENEFIT OF AGREEMENT.

Subject to the provisions of the Plan and the Stockholders Agreement and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

19. ENTIRE AGREEMENT.

This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict the express terms and provisions of this Agreement; provided, however, in any event, this Agreement shall be subject to and governed by the Plan.

20. MODIFICATIONS AND AMENDMENTS.

The terms and provisions of this Agreement may be modified or amended as provided in the Plan.

21. WAIVERS AND CONSENTS.

Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

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22. DATA PRIVACY.

By entering into this Agreement, the Employee: (a) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration of the Plan; (b) waives any data privacy rights he or she may have with respect to such information; and (c) authorizes the Company and each Affiliate to store and transmit such information in electronic form.

23. CONSENT OF SPOUSE.

If the Employee is married as of the date of this Agreement, the Employee’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Employee marries or remarries subsequent to the date hereof, the Employee shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12(b) of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B.

{Remainder of page left intentionally blank. Signature page to follow.}

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Employee has hereunto set his or her hand, all as of the day and year first above written.

COMPANY:	THE TELX GROUP, INC.
	By:
EMPLOYEE:
	PRINT NAME
	SIGNATURE

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Exhibit A

NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION

FOR UNREGISTERED SHARES

To: THE TEL^X GROUP, INC.

Ladies and Gentlemen:

I hereby exercise my Incentive Stock Option (the “Option”) to purchase                      shares (the “Shares”) of the common stock, par value $0.0001 per share, of The Tel^x Group, Inc. (the “Company”), at the exercise price of $         per share, pursuant to and subject to the terms of that certain Incentive Stock Option Agreement between the undersigned and the Company, dated                     , 200_.

I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available.

I hereby represent and warrant that (a) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (b) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (c) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (d) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto.

I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares. I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (a) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares, or (b) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration.

I understand the terms and restrictions on the right to dispose of the Shares set forth in the The Tel^x Group, Inc. 2007 Employee Stock Plan and the Incentive Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction or transferred in accordance with the terms of such restrictions.

A-1

I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares.

I have considered the federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares.

I am paying the Option exercise price for the Shares as follows:

¨ in cash in an aggregate amount equal to: $                                                             

¨ by cashless exercise

¨ other:                                                              

Please issue the stock certificate for the Shares (check one):

¨ to me; or

¨ to me and                                         , as joint tenants with right of survivorship

and mail the certificate to me at the following address:

My mailing address for stockholder communications, if different from the address listed above is:

Very truly yours,

Employee (signature)

Print Name

Date

Social Security Number

A-2

Exhibit A

NOTICE OF EXERCISE OF INCENTIVE STOCK OPTION

FOR REGISTERED SHARES

To: THE TEL^X GROUP, INC.

IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective.

Ladies and Gentlemen:

I hereby exercise my Incentive Stock Option (the “Option”) to purchase              shares (the “Shares”) of the common stock, par value $0.0001 per share, of The Tel^x Group, Inc. (the “Company”), at the exercise price of $             per share, pursuant to and subject to the terms of that certain Incentive Stock Option Agreement between the undersigned and the Company, dated             , 200  .

I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant federal, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares.

I am paying the Option exercise price for the Shares as follows:

¨ in cash in an aggregate amount equal to: $            

¨ by cashless exercise

¨ other:                                         

Please issue the stock certificate for the Shares (check one):

¨ to me; or

¨ to me and             , as joint tenants with right of survivorship,

A-1

And mail the certificate to me at the following address:

My mailing address for stockholder communications, if different from the address listed above, is:

Very truly yours,

Participant (signature)

Print Name

Date

Social Security Number

A-2

Exhibit B

CONSENT OF SPOUSE

I,                                                              , spouse of                                              , acknowledge that I have read the Incentive Stock Option Agreement dated as of                     , 200     (the “Agreement”), to which this Consent is attached as Exhibit B and that I know its contents. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Agreement. I am aware that by its provisions the Shares granted to my spouse pursuant to the Agreement are subject to a right of repurchase in favor of the Telx Group, Inc. (the “Company”) and that, accordingly, the Company has the right to repurchase up to all of the Shares of which I may become possessed as a result of a gift from my spouse or a court decree and/or any property settlement in any domestic litigation.

I hereby agree that my interest, if any, in the Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Shares shall be similarly bound by the Agreement.

I agree to the repurchase right described in Section 12(b) of the Agreement and I hereby consent to the repurchase of the Shares by the Company and the sale of the Shares by my spouse or my spouse’s legal representative in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Shares by an outright bequest of the Shares to my spouse, then the Company shall have the same rights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Shares as it would have had pursuant to the Agreement if I had acquired the Shares pursuant to a court decree in domestic litigation.

I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT.

Dated as of the          day of                     , 200__.

Print name

Signature

B-1

EX-10.40

Exhibit 10.40

NON-QUALIFIED STOCK OPTION AGREEMENT

THE TEL^X GROUP, INC.

This AGREEMENT (this “Agreement”) is made as of the      day of              200  , between THE TEL^X GROUP, INC. (the “Company”), a Delaware corporation, and                                         , an employee or director of, or consultant to, the Company with an address of                                                               (the “Participant”).

WHEREAS, this Agreement is an “Option Agreement” as such term is defined and used in The Tel^x Group, Inc. 2007 Employee Stock Plan (the “Plan”);

WHEREAS, any capitalized terms used herein and not otherwise defined herein have the same meanings as in the Plan;

WHEREAS, on                  , 20    , the Board of Directors of the Company granted to the Participant an Option to purchase shares of its common stock, par value $.00001 per share (the “Shares”), under and for the purposes set forth in the Plan; and

WHEREAS, the Option so granted is a a Non-Qualified Option.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

1. GRANT OF OPTION.

The Board of Directors of the Company has granted to the Participant the right and option to purchase all or any part of an aggregate of                      Shares, on the terms and conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan.

2. PURCHASE PRICE.

The purchase price of the Shares covered by the Option shall be $         per Share, subject to adjustment, as provided in the Plan, in the event of a stock split, reverse stock split or other events affecting the holders of Shares after the date hereof (the “Purchase Price”). Payment shall be made in accordance with Paragraph 9 of the Plan, it being understood that the “cashless exercise” method of payment permitted, in the discretion of the Administrator, by clause (c) thereof shall be deemed approved by the Administrator as shall any payment consisting of a combination of the methods described in clause (a) and (c) of such Paragraph 9.

3. EXERCISABILITY OF OPTION.

Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become exercisable as follows:

• as to 25% of the total number of Shares subject to the Option (i.e.,              Shares), on the first year anniversary of the date of this Agreement; and

• thereafter, in 35 monthly installments of              Shares commencing on the 13 ^th month anniversary of the date of this Agreement, and a final installment of              Shares on the fourth anniversary of the date of this Agreement.

The foregoing rights are cumulative and are subject to the other terms and conditions of this Agreement and the Plan.

4. TERM OF OPTION.

The Option shall terminate ten years from the date of this Agreement, but shall be subject to earlier termination as provided herein or in the Plan.

If the Participant ceases to be an employee, director or consultant of the Company or of an Affiliate for any reason other than the death or Disability of the Participant or termination of the Participant’s employment or retention for “cause” (as defined in the Plan), the Option may be exercised, if it has not previously terminated, within three months after the date the Participant ceases to be an employee, director or consultant of the Company or an Affiliate, or within the originally prescribed term of the Option, whichever is earlier, but may not be exercised thereafter except as set forth below. In such event, the Option shall be exercisable only to the extent that the Option has become exercisable and is in effect at the date of such cessation of service.

Notwithstanding the foregoing, in the event of the Participant’s Disability or death within three months after the termination of service for any reason other than “cause” (as defined in the Plan), the Participant or the Participant’s Survivors may exercise the Option within one year after the date of the Participant’s termination of service, but in no event after the date of expiration of the term of the Option.

In the event the Participant’s service is terminated by the Company or an Affiliate for “cause” (as defined in the Plan), the Participant’s right to exercise any unexercised portion of this Option shall cease immediately as of the time the Participant is notified his or her service is terminated for “cause,” and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the termination of the Participant’s service, but prior to the exercise of the Option, the Board of Directors of the Company determines that, either prior or subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute “cause,” then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate.

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In the event of the Disability of the Participant (as determined in accordance with the Plan) or death of the Participant while an employee, director or consultant of the Company or of an Affiliate, the Option shall be exercisable by the Participant or the Participant’s Survivors, as applicable, within one year after the Participant’s termination of service for Disability or the date of death, as applicable, or, if earlier, within the term originally prescribed by the Option. In such event, the Option shall be exercisable:

(a) to the extent that the Option has become exercisable but has not been exercised as of the date of Disability or death, as applicable; and

(b) in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of Disability or death, as applicable, of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled or died. The proration shall be based upon the number of days accrued in the current vesting period prior to the date of Disability or death, as applicable.

5. METHOD OF EXERCISING OPTION.

Subject to the terms and conditions of this Agreement, the Option may be exercised by written notice to the Company or its designee, in substantially the form of Exhibit A attached hereto. Such notice shall state the number of Shares with respect to which the Option is being exercised and shall be signed by the person exercising the Option. Payment of the purchase price for such Shares shall be made in accordance with Paragraph 9 of the Plan, it being understood that the “cashless exercise” method of payment permitted, in the discretion of the Administrator, by clause (c) thereof shall be deemed approved by the Administrator as shall any payment consisting of a combination of the methods described in clause (a) and (c) of such Paragraph 9. The Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the name of the Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4 hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and nonassessable.

6. PARTIAL EXERCISE.

Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant to this Option.

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7. NON-ASSIGNABILITY.

The Option shall not be transferable by the Participant otherwise than (a) by will or by the laws of descent and distribution, or (b) pursuant to a qualified domestic relations order (as defined by the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder) or (c) with the prior consent of the Administrator. Except in the case of a transfer permitted by this Section 7, the Option shall be exercisable, during the Participant’s lifetime, only by the Participant (or, in the event of legal incapacity or incompetency, by the Participant’s guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void.

8. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE.

The Participant shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s share register in the name of the Participant. Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration.

9. ADJUSTMENTS.

The Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to Options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference.

10. TAXES.

The Participant acknowledges that upon exercise of the Option the Participant will be deemed to have taxable income measured by the difference between the then fair market value of the Shares received upon exercise and the price paid for such Shares pursuant to this Agreement. The Participant acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares issuable pursuant to this Option shall be the Participant’s responsibility. The Participant acknowledges and agrees that (a) the Participant was free to use professional advisors of his or her choice in connection with this Agreement, has received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (b) the Participant has not received and is not relying upon any advice, representations or assurances made by or on behalf of the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the Option, the Shares or other matters contemplated by this Agreement; and (c) neither the Company its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code.

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The Participant agrees that the Company may withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the Shares otherwise deliverable to the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld.

11. PURCHASE FOR INVESTMENT.

Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the “1933 Act”), the Company shall be under no obligation to issue the Shares covered by such exercise unless and until the following conditions have been fulfilled:

(a) The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise:

“The shares represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (a) either (i) a Registration Statement with respect to such shares shall be effective under the Securities Act of 1933, as amended, or (ii) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (b) there shall have been compliance with all applicable state securities laws;” and

(b) If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the 1933 Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any applicable law (including, without limitation, state securities or “blue sky” laws).

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12. RESTRICTIONS ON TRANSFER OF SHARES.

(a) The Shares acquired by the Participant pursuant to the exercise of the Option granted hereby shall not be transferred by the Participant except as permitted herein.

(b) In the event of the Participant’s termination of service by the Company or an Affiliate for any reason, the Company shall have the option, but not the obligation, to repurchase all or any part of the Shares issued pursuant to this Agreement (including, without limitation, Shares purchased after termination of employment, Disability or death in accordance with Section 4 hereof). In the event the Company does not, upon the termination of service of the Participant (as described above), exercise its option pursuant to this Section 12(b), the restrictions set forth in the balance of this Agreement shall not thereby lapse, and the Participant for himself or herself, his or her heirs, legatees, executors, administrators and other successors in interest, agrees that the Shares shall remain subject to such restrictions. The following provisions shall apply to a repurchase under this Section 12(b):

(i) The per share repurchase price of the Shares to be sold to the Company upon exercise of its option under this

Section 12(b) shall be equal to the Fair Market Value of each such Share determined in accordance with the Plan as of the date of termination of service; provided, however, in the event of a termination by the Company for “cause” (as defined in the Plan), the per share repurchase price of the Shares to be sold to the Company upon exercise of its option under this Section 12(b) shall be equal to the Purchase Price.

(ii) The Company’s option to repurchase the Participant’s Shares in the event of termination of service shall be valid for a period of 12 months commencing with the date of such termination of service.

(iii) In the event the Company shall be entitled to and shall elect to exercise its option to repurchase the Participant’s Shares under this Section 12(b), the Company shall notify the Participant, or in case of death, his or her Survivor, in writing of its intent to repurchase the Shares. Such written notice may be mailed by the Company up to and including the last day of the time period provided for in Section 12(b)(ii) for exercise of the Company’s option to repurchase.

(iv) The written notice to the Participant shall specify the address at, and the time and date on, which payment of the repurchase price is to be made (the “Closing”). The date specified shall not be less than ten days nor more than 60 days from the date of the mailing of the notice, and the Participant or his or her successor in interest with respect to the Shares shall have no further rights as the owner thereof from and after the date specified in the notice. At the Closing, the repurchase price shall be delivered to the Participant or his or her successor in interest and the Shares being purchased, duly endorsed for transfer, shall, to the extent that they are not then in the possession of the Company, be delivered to the Company by the Participant or his or her successor in interest.

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In the event that the Participant or his or her successor in interest fails to deliver the Shares to be repurchased by the Company under this Agreement, the Company may elect (i) to establish a segregated account in the amount of the repurchase price, such account to be turned over to the Participant or his or her successor in interest upon delivery of such Shares, and (ii) immediately to take such action as is appropriate to transfer record title of such Shares from the Participant to the Company and to treat the Participant and such Shares in all respects as if delivery of such Shares had been made as required by this Agreement. The Participant hereby irrevocably grants the Company a power of attorney which shall be coupled with an interest for the purpose of effectuating the preceding sentence.

(c) Upon acquiring any Shares pursuant to the exercise of the Option, the Participant agrees to become a party to any stockholders’ agreement among the Company and all or some of its stockholders (a “Company Stockholders’ Agreement”).

(d) If the Company shall pay a stock dividend or declare a stock split on or with respect to any of its Common Stock, or otherwise distribute securities of the Company to the holders of its Common Stock, the number of shares of stock or other securities of the Company issued with respect to the shares then subject to the restrictions contained in this Agreement shall be added to the Shares subject to the Company’s rights to repurchase pursuant to this Agreement. If the Company shall distribute to its stockholders shares of stock of another corporation, the shares of stock of such other corporation, distributed with respect to the Shares then subject to the restrictions contained in this Agreement, shall be added to the Shares subject to the Company’s rights to repurchase pursuant to this Agreement.

(e) If the outstanding shares of Common Stock of the Company shall be subdivided into a greater number of shares or combined into a smaller number of shares, or in the event of a reclassification of the outstanding shares of Common Stock of the Company, or if the Company shall be a party to a merger, consolidation or capital reorganization, there shall be substituted for the Shares then subject to the restrictions contained in this Agreement such amount and kind of securities as are issued in such subdivision, combination, reclassification, merger, consolidation or capital reorganization in respect of the Shares subject immediately prior thereto to the Company’s rights to repurchase pursuant to this Agreement.

(f) The Company shall not be required to transfer any Shares on its books which shall have been sold, assigned or otherwise transferred in violation of this Agreement, or to treat as owner of such Shares, or to accord the right to vote as such owner or to pay dividends to, any person or organization to which any such Shares shall have been so sold, assigned or otherwise transferred, in violation of this Agreement.

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(g) The Participant agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such Participant is requested by the Company and any underwriter engaged by the Company in connection with such offering to sign an agreement restricting the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer, whether in privately negotiated transactions or to the public in open market transactions or otherwise, any Shares or other securities of the Company held by him or her during such period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of the offering, plus such additional period of time as may be required to comply with Marketplace Rule 2711 of the National Association of Securities Dealers, Inc. or similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall be in writing and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the Participant has signed such an agreement, the Company may impose stop-transfer instructions with respect to the Shares or other securities of the Company subject to the foregoing restrictions until the end of the Lock-Up Period.

(h) The Participant acknowledges and agrees that neither the Company, its stockholders nor its directors and officers, has any duty or obligation to disclose to the Participant any material information regarding the business of the Company or affecting the value of the Shares before, at the time of, or following a termination of the employment of the Participant by the Company, including, without limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with or into another firm or entity.

(i) All certificates representing the Shares to be issued to the Participant pursuant to this Agreement shall have endorsed thereon a legend substantially as follows: “The shares represented by this certificate are subject to restrictions set forth in a Non-Qualified Stock Option Agreement dated             , 200   with this Company, a copy of which Agreement is available for inspection at the offices of the Company or will be made available upon request.” In addition, so long as a Company Stockholders’ Agreement is in effect, all certificates representing the Shares to be issued to the Participant pursuant to this Agreement shall have endorsed thereon a legend substantially as follows: “The shares represented by this certificate are subject to restrictions set forth in a Stockholders’ Agreement dated             , 200   with this Company, a copy of which Agreement is available for inspection at the offices of the Company or will be made available upon request.”

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13. NO OBLIGATION TO MAINTAIN RELATIONSHIP.

The Company is not by the Plan or this Option obligated to continue the Participant as an employee, director or consultant of the Company or an Affiliate. The Participant acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (c) that all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (d) that the Participant’s participation in the Plan is voluntary; (e) that the value of the Option is an extraordinary item of compensation which is outside the scope of the Participant’s employment contract, if any; and (f) that the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

14. NOTICES.

Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service, facsimile, registered or certified mail, return receipt requested, addressed: (a) if to the Company, to The Tel^x Group, Inc., 1 State Street, 12^th Floor, New York, New York 10004; Facsimile: (212) 480.8384; Attention: Corporate Secretary, (b) if to the Participant, to the address set forth on the first page of this Agreement, or (c) to such other address or addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days following mailing by registered or certified mail.

15. GOVERNING LAW.

This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in New York and agree that such litigation shall be conducted in the courts of New York, New York or the federal courts of the United States for the Southern District of New York.

16. BENEFIT OF AGREEMENT.

Subject to the provisions of the Plan and the Stockholders Agreement and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of the parties hereto.

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17. ENTIRE AGREEMENT.

This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms and provisions of this Agreement; provided, however, in any event, this Agreement shall be subject to and governed by the Plan.

18. MODIFICATIONS AND AMENDMENTS.

The terms and provisions of this Agreement may be modified or amended as provided in the Plan.

19. WAIVERS AND CONSENTS.

Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.

20. DATA PRIVACY.

By entering into this Agreement, the Participant: (a) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration of the Plan; (b) waives any data privacy rights he or she may have with respect to such information; and (c) authorizes the Company and each Affiliate to store and transmit such information in electronic form.

21. CONSENT OF SPOUSE.

If the Participant is married as of the date of this Agreement, the Participant’s spouse shall execute a Consent of Spouse in the form of Exhibit B hereto, effective as of the date hereof. Such consent shall not be deemed to confer or convey to the spouse any rights in the Shares that do not otherwise exist by operation of law or the agreement of the parties. If the Participant marries or remarries subsequent to the date hereof, the Participant shall, not later than 60 days thereafter, obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of Section 12(b) of this Agreement by such spouse’s executing and delivering a Consent of Spouse in the form of Exhibit B.

{Remainder of page left intentionally blank. Signature page to follow.}

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officer, and the Participant has hereunto set his or her hand, all as of the day and year first above written.

COMPANY:	THE TELX GROUP, INC.
	By:
		J. Todd Raymond, President
PARTICIPANT:
	PRINT NAME
	SIGNATURE

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Exhibit A

NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION

FOR UNREGISTERED SHARES

To: THE TEL^X GROUP, INC.

Ladies and Gentlemen:

I hereby exercise my Non-Qualified Stock Option (the “Option”) to purchase             shares (the “Shares”) of the common stock, par value $0.0001 per share, of The Tel^x Group, Inc. (the “Company”), at the exercise price of $        per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company, dated             , 200  .

I am aware that the Shares have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws. I understand that the reliance by the Company on exemptions under the 1933 Act is predicated in part upon the truth and accuracy of the statements by me in this Notice of Exercise. I understand that because the Shares have not been registered under the 1933 Act, I must continue to bear the economic risk of the investment for an indefinite time and the Shares cannot be sold unless the Shares are subsequently registered under applicable federal and state securities laws or an exemption from such registration requirements is available.

I hereby represent and warrant that (a) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Shares; (b) I have had the opportunity to ask questions concerning the Shares and the Company and all questions posed have been answered to my satisfaction; (c) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Shares and the Company; and (d) I have such knowledge and experience in financial and business matters that I am able to evaluate the merits and risks of purchasing the Shares and to make an informed investment decision relating thereto.

I hereby represent and warrant that I am purchasing the Shares for my own personal account for investment and not with a view to the sale or distribution of all or any part of the Shares.

I agree that I will in no event sell or distribute or otherwise dispose of all or any part of the Shares unless (a) there is an effective registration statement under the 1933 Act and applicable state securities laws covering any such transaction involving the Shares, or (b) the Company receives an opinion of my legal counsel (concurred in by legal counsel for the Company) stating that such transaction is exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration.

A-1

I understand the terms and restrictions on the right to dispose of the Shares set forth in the The Tel^x Group, Inc. 2007 Employee Stock Plan and the Non-Qualified Stock Option Agreement, both of which I have carefully reviewed. I consent to the placing of a legend on my certificate for the Shares stating that the Shares have not been registered and setting forth the restriction on transfer contemplated hereby and to the placing of a stop transfer order on the books of the Company and with any transfer agents against the Shares until the Shares may be legally resold or distributed without restriction or transferred in accordance with the terms of such restrictions.

I understand that at the present time Rule 144 of the Securities and Exchange Commission (the “SEC”) may not be relied on for the resale or distribution of the Shares by me. I understand that the Company has no obligation to me to register the sale of the Shares with the SEC and has not represented to me that it will register the sale of the Shares.

I have considered the federal, state and local income tax implications of the exercise of my Option and the purchase and subsequent sale of the Shares.

I am paying the Option exercise price for the Shares as follows:

¨ in cash in an aggregate amount equal to: $                    

¨ by cashless exercise

¨ other:                                                              

Please issue the stock certificate for the Shares (check one):

¨ to me; or

¨ to me and                     , as joint tenants with right of survivorship

and mail the certificate to me at the following address:

A-2

My mailing address for stockholder communications, if different from the address listed above is:

Very truly yours,

Participant (signature)

Print Name

Date

Social Security Number

A-3

Exhibit A

NOTICE OF EXERCISE OF NON-QUALIFIED STOCK OPTION

FOR REGISTERED SHARES

To: THE TEL^X GROUP, INC.

IMPORTANT NOTICE: This form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and such Registration Statement remains effective.

Ladies and Gentlemen:

I hereby exercise my Non-Qualified Stock Option (the “Option”) to purchase              shares (the “Shares”) of the common stock, par value $0.0001 per share, of The Tel^x Group, Inc. (the “Company”), at the exercise price of $             per share, pursuant to and subject to the terms of that certain Non-Qualified Stock Option Agreement between the undersigned and the Company, dated             , 200  .

I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant federal, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares.

I am paying the Option exercise price for the Shares as follows:

¨ in cash in an aggregate amount equal to: $            

¨ by cashless exercise

¨ other:                                         

Please issue the stock certificate for the Shares (check one):

¨ to me; or

¨ to me and             , as joint tenants with right of survivorship,

A-1

And mail the certificate to me at the following address:

My mailing address for stockholder communications, if different from the address listed above, is:

Very truly yours,

Participant (signature)

Print Name

Date

Social Security Number

A-2

Exhibit B

CONSENT OF SPOUSE

I,                         , spouse of                         , acknowledge that I have read the Non-Qualified Stock Option Agreement dated as of             , 200   (the “Agreement”) to which this Consent is attached as Exhibit B and that I know its contents. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Agreement. I am aware that by its provisions the Shares granted to my spouse pursuant to the Agreement are subject to a right of repurchase in favor of The Tel^x Group, Inc. (the “Company”) and that, accordingly, the Company has the right to repurchase up to all of the Shares of which I may become possessed as a result of a gift from my spouse or a court decree and/or any property settlement in any domestic litigation.

I hereby agree that my interest, if any, in the Shares subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in the Shares shall be similarly bound by the Agreement.

I agree to the repurchase right described in Section 12(b) of the Agreement and I hereby consent to the repurchase of the Shares by the Company and the sale of the Shares by my spouse or my spouse’s legal representative in accordance with the provisions of the Agreement. Further, as part of the consideration for the Agreement, I agree that at my death, if I have not disposed of any interest of mine in the Shares by an outright bequest of the Shares to my spouse, then the Company shall have the same rights against my legal representative to exercise its rights of repurchase with respect to any interest of mine in the Shares as it would have had pursuant to the Agreement if I had acquired the Shares pursuant to a court decree in domestic litigation.

I AM AWARE THAT THE LEGAL, FINANCIAL AND RELATED MATTERS CONTAINED IN THE AGREEMENT ARE COMPLEX AND THAT I AM FREE TO SEEK INDEPENDENT PROFESSIONAL GUIDANCE OR COUNSEL WITH RESPECT TO THIS CONSENT. I HAVE EITHER SOUGHT SUCH GUIDANCE OR COUNSEL OR DETERMINED AFTER REVIEWING THE AGREEMENT CAREFULLY THAT I WILL WAIVE SUCH RIGHT.

Dated as of the      day of         , 200  .

Print name

Signature

B-1

EX-10.45

Exhibit 10.45

THE TELX GROUP, INC.

LOAN CANCELLATION AND RELEASE AGREEMENT

This Loan Cancellation and Release Agreement (“Agreement”) is entered into by and between The Telx Group, Inc. (hereinafter the “Company”) and J. Todd Raymond (hereinafter “Obligor”), as of this 2^nd day of March, 2010 (the “Settlement Date”).

WHEREAS, the Obligor has incurred indebtedness (the “Indebtedness”) to the Company for principal and interest that are due pursuant to one or more promissory notes that have resulted in the outstanding loan balance(s) set forth in the following summary:

Original Issue Date	Total Indebtedness as of Settlement Date
April 15 and July 8, 2007	$	194,670.25

WHEREAS, the Company and the Obligor have mutually agreed to settle the Indebtedness through Obligor’s payment to the Company of fifty percent (50%) of the amount of the Indebtedness, with the Company cancelling and forgiving all remaining Indebtedness, based on the mutual understanding between the Company and the Obligor that the Company may take such loan forgiveness of the Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards relating to the Obligor for his services in 2010; and

WHEREAS, the Obligor, in exchange for the cancellation of the Indebtedness and all obligations under any associated promissory notes, is willing to pay the consideration set forth below, and to incur all tax liabilities associated with the forgiveness of the remaining Indebtedness on a date that the Company selects in 2010; and the Obligor is willing to accept such consideration and to irrevocably waive any and all claims relating to the Indebtedness and any associated promissory notes.

NOW THEREFORE, the undersigned parties to this Agreement hereby mutually agree to all of the following:

1. Partial Repayment by the Obligor; Cancellation of Indebtedness. In consideration of the Company’s commitments herein, the Obligor agrees to repay part of the Indebtedness through paying the Company ninety seven thousand three hundred thirty five dollars and thirteen cents ($97,335.13) in immediately available funds within three (3) business days after the Settlement Date. Provided that the Obligor makes such payment, then as of the Settlement Date, the Company shall irrevocably and permanently surrender any and all of its rights to collect any Indebtedness, and acknowledges that any

outstanding promissory notes relating to such Indebtedness shall be cancelled and no longer valid effective on such Settlement Date. The Obligor recognizes and agrees that the Company may in its sole and absolute discretion take its cancellation of any unpaid Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards to be made to the Obligor with respect to his services for the Company in 2010. The Obligor further agrees that Section 6.2 of his Employment Agreement with the Company dated as of September 20, 2006 (the “Employment Agreement”) is hereby amended, as follows: The Annual Bonus (as set forth in 6.2 section) will not be (or be deemed) earned, vested, or payable to me until after it has been adjusted to reflect any unpaid Indebtedness forgiven by the Company in accordance with this Agreement. The Obligor specifically agrees that this shall constitute a valid amendment to the Employment Agreement pursuant to Section 10.0 of that Employment Agreement. Except as modified by this Agreement or otherwise in writing, all remaining provisions of the Employment Agreement shall remain in effect in accordance with their terms.

2. Complete Release by the Company. As of the Settlement Date, the Company irrevocably and unconditionally releases, acquits, and forever discharges the Obligor, his heirs, assigns, and any successors to his interest, from any and all known or unknown claims, charges, promises, actions, or similar rights that the Company presently may have (“Claims”) relating in any way to its rights to collect the Indebtedness. The Company understands that the Claims that it is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), and include without limitation claims such as breach of contract, implied contract, promissory estoppel, or claims under any federal, state or local statute, law, order or ordinance.

3. Tax Consequences. The Obligor agrees that the Company is to withhold all taxes it determines it is legally required to withhold as a result of income that the Obligor will recognize from cancellation and forgiveness of the unpaid Indebtedness on the Settlement Date. The Obligor understands that he is obligated to pay any taxes, interest, or penalties that may be due or become due with respect to such income under any applicable provision of federal, state or local law. The Obligor acknowledges that neither the Company nor any of its directors, officers, agents, or affiliates (together with the Company, the “Company Released Parties”) have made any promise, representation or warranty, express or implied, regarding the tax consequences of any income that the Obligor may recognize pursuant to this Agreement. The Obligor further agrees not to make any claim against the Company or any other person based on how the Company reports amounts of income arising under this Agreement to tax authorities or if an adverse determination is made as to the tax treatment of any amounts payable under this Agreement.

4. No Other Inducements or Recourse. The Obligor acknowledges that no promise or agreement not expressed in this Agreement has been made to the Obligor, and that Obligor shall have no claims or other recourse now or forever against the Company Released Parties with respect to this Agreement.

5. Binding Nature of Agreement. This Agreement shall be binding on the Obligor’s heirs, legal representatives, administrators, executors, and assigns, and shall inure to the benefit of any successors and assigns of the Company Released Parties.

6. Law Governing. This Agreement shall be governed by and construed under the laws of the STATE OF NEW YORK, REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

7. Entire Agreement. This Agreement represents the entire agreement between the parties and has been entered into by Obligor with a full understanding of its terms, with an opportunity to consult with counsel and without inducement or duress. This Agreement may not be changed orally, and any written change or amendment must be signed and accepted by the Company. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

WHEREFORE, the undersigned parties to this Loan Cancellation and Release Agreement have agreed to the foregoing as of the Settlement Date.

OBLIGOR		THE TELX GROUP, INC.
Signature:	/s/ J. Todd Raymond	By	/s/ Eric Shepcaro
Printed Name: J. Todd Raymond		Title:	Eric Shepcaro
Date: March 2nd, 2010		Date:	March 2nd, 2010

EX-10.46

Exhibit 10.46

THE TELX GROUP, INC.

LOAN CANCELLATION AND RELEASE AGREEMENT

This Loan Cancellation and Release Agreement (“Agreement”) is entered into by and between The Telx Group, Inc. (hereinafter the “Company”) and Michael Terlizzi (hereinafter “Obligor”), as of this 2^nd day of March, 2010 (the “Settlement Date”).

WHEREAS, the Obligor has incurred indebtedness (the “Indebtedness”) to the Company for principal and interest that are due pursuant to one or more promissory notes that have resulted in the outstanding loan balance(s) set forth in the following summary:

Original Issue Date	Total Indebtedness as of Settlement Date
April 15 and July 8, 2007	$	46,815.83

WHEREAS, the Company and the Obligor have mutually agreed to settle the Indebtedness through Obligor’s payment to the Company of fifty percent (50%) of the amount of the Indebtedness, with the Company cancelling and forgiving all remaining Indebtedness, based on the mutual understanding between the Company and the Obligor that the Company may take such loan forgiveness of the Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards relating to the Obligor for his services in 2010; and

WHEREAS, the Obligor, in exchange for the cancellation of the Indebtedness and all obligations under any associated promissory notes, is willing to pay the consideration set forth below, and to incur all tax liabilities associated with the forgiveness of the remaining Indebtedness on a date that the Company selects in 2010; and the Obligor is willing to accept such consideration and to irrevocably waive any and all claims relating to the Indebtedness and any associated promissory notes.

NOW THEREFORE, the undersigned parties to this Agreement hereby mutually agree to all of the following:

1. Partial Repayment by the Obligor; Cancellation of Indebtedness. In consideration of the Company’s commitments herein, the Obligor agrees to repay part of the Indebtedness through paying the Company twenty-three thousand four hundred seven dollars and ninety-two cents ($23,407.92) in immediately available funds within three (3) business days after the Settlement Date. Provided that the Obligor makes such payment, then as of the Settlement Date, the Company shall irrevocably and permanently surrender

any and all of its rights to collect any Indebtedness, and acknowledges that any outstanding promissory notes relating to such Indebtedness shall be cancelled and no longer valid effective on such Settlement Date. The Obligor recognizes and agrees that the Company may in its sole and absolute discretion take its cancellation of any unpaid Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards to be made to the Obligor with respect to his services for the Company in 2010. The Obligor further agrees that Section 6.2 of his Employment Agreement with the Company dated as of September 20, 2006 (the “Employment Agreement”) is hereby amended, as follows: The Annual Bonus (as set forth in 6.2 section) will not be (or be deemed) earned, vested, or payable to me until after it has been adjusted to reflect any unpaid Indebtedness forgiven by the Company in accordance with this Agreement. The Obligor specifically agrees that this shall constitute a valid amendment to the Employment Agreement pursuant to Section 10.0 of that Employment Agreement. Except as modified by this Agreement or otherwise in writing, all remaining provisions of the Employment Agreement shall remain in effect in accordance with their terms.

2. Complete Release by the Company. As of the Settlement Date, the Company irrevocably and unconditionally releases, acquits, and forever discharges the Obligor, his heirs, assigns, and any successors to his interest, from any and all known or unknown claims, charges, promises, actions, or similar rights that the Company presently may have (“Claims”) relating in any way to its rights to collect the Indebtedness. The Company understands that the Claims that it is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), and include without limitation claims such as breach of contract, implied contract, promissory estoppel, or claims under any federal, state or local statute, law, order or ordinance.

3. Tax Consequences. The Obligor agrees that the Company is to withhold all taxes it determines it is legally required to withhold as a result of income that the Obligor will recognize from cancellation and forgiveness of the unpaid Indebtedness on the Settlement Date. The Obligor understands that he is obligated to pay any taxes, interest, or penalties that may be due or become due with respect to such income under any applicable provision of federal, state or local law. The Obligor acknowledges that neither the Company nor any of its directors, officers, agents, or affiliates (together with the Company, the “Company Released Parties”) have made any promise, representation or warranty, express or implied, regarding the tax consequences of any income that the Obligor may recognize pursuant to this Agreement. The Obligor further agrees not to make any claim against the Company or any other person based on how the Company reports amounts of income arising under this Agreement to tax authorities or if an adverse determination is made as to the tax treatment of any amounts payable under this Agreement.

4. No Other Inducements or Recourse. The Obligor acknowledges that no promise or agreement not expressed in this Agreement has been made to the Obligor, and that Obligor shall have no claims or other recourse now or forever against the Company Released Parties with respect to this Agreement.

5. Binding Nature of Agreement. This Agreement shall be binding on the Obligor’s heirs, legal representatives, administrators, executors, and assigns, and shall inure to the benefit of any successors and assigns of the Company Released Parties.

6. Law Governing. This Agreement shall be governed by and construed under the laws of the STATE OF NEW YORK, REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

7. Entire Agreement. This Agreement represents the entire agreement between the parties and has been entered into by Obligor with a full understanding of its terms, with an opportunity to consult with counsel and without inducement or duress. This Agreement may not be changed orally, and any written change or amendment must be signed and accepted by the Company. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

WHEREFORE, the undersigned parties to this Loan Cancellation and Release Agreement have agreed to the foregoing as of the Settlement Date.

OBLIGOR		THE TELX GROUP, INC.
Signature:	/s/ Michael Terlizzi	By	/s/ Eric Shepcaro
Printed Name: Michael Terlizzi		Title:	Eric Shepcaro
Date: March 2nd, 2010		Date:	March 2nd, 2010

EX-10.47

Exhibit 10.47

THE TELX GROUP, INC.

LOAN CANCELLATION AND RELEASE AGREEMENT

This Loan Cancellation and Release Agreement (“Agreement”) is entered into by and between The Telx Group, Inc. (hereinafter the “Company”) and Christopher Downie (hereinafter “Obligor”), as of this 2^nd day of March, 2010 (the “Settlement Date”).

WHEREAS, the Obligor has incurred indebtedness (the “Indebtedness”) to the Company for principal and interest that are due pursuant to one or more promissory notes that have resulted in the outstanding loan balance(s) set forth in the following summary:

Original Issue Date	Total Indebtedness as of Settlement Date
April 11, 2008 and July 8, 2007	$	149,757.12

WHEREAS, the Company and the Obligor have mutually agreed to settle the Indebtedness through Obligor’s payment to the Company of fifty percent (50%) of the amount of the Indebtedness, with the Company cancelling and forgiving all remaining Indebtedness, based on the mutual understanding between the Company and the Obligor that the Company may take such loan forgiveness of the Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards relating to the Obligor for his services in 2010; and

WHEREAS, the Obligor, in exchange for the cancellation of the Indebtedness and all obligations under any associated promissory notes, is willing to pay the consideration set forth below, and to incur all tax liabilities associated with the forgiveness of the remaining Indebtedness on a date that the Company selects in 2010; and the Obligor is willing to accept such consideration and to irrevocably waive any and all claims relating to the Indebtedness and any associated promissory notes.

NOW THEREFORE, the undersigned parties to this Agreement hereby mutually agree to all of the following:

1. Partial Repayment by the Obligor; Cancellation of Indebtedness. In consideration of the Company’s commitments herein, the Obligor agrees to repay part of the Indebtedness through paying the Company seventy-four thousand eight hundred seventy-eight dollars and fifty-six cents ($74,878.56) in immediately available funds within three (3) business days after the Settlement Date. Provided that the Obligor makes such payment, then as of the Settlement Date, the Company shall irrevocably and

permanently surrender any and all of its rights to collect any Indebtedness, and acknowledges that any outstanding promissory notes relating to such Indebtedness shall be cancelled and no longer valid effective on such Settlement Date. The Obligor recognizes and agrees that the Company may in its sole and absolute discretion take its cancellation of any unpaid Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards to be made to the Obligor with respect to his services for the Company in 2010. The Obligor further agrees that Section 6.2 of his Employment Agreement with the Company dated as of May 25, 2007 (the “Employment Agreement”) is hereby amended, as follows: The Annual Bonus (as set forth in 6.2 section) will not be (or be deemed) earned, vested, or payable to me until after it has been adjusted to reflect any unpaid Indebtedness forgiven by the Company in accordance with this Agreement. The Obligor specifically agrees that this shall constitute a valid amendment to the Employment Agreement pursuant to Section 10.0 of that Employment Agreement. Except as modified by this Agreement or otherwise in writing, all remaining provisions of the Employment Agreement shall remain in effect in accordance with their terms.

2. Complete Release by the Company. As of the Settlement Date, the Company irrevocably and unconditionally releases, acquits, and forever discharges the Obligor, his heirs, assigns, and any successors to his interest, from any and all known or unknown claims, charges, promises, actions, or similar rights that the Company presently may have (“Claims”) relating in any way to its rights to collect the Indebtedness. The Company understands that the Claims that it is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), and include without limitation claims such as breach of contract, implied contract, promissory estoppel, or claims under any federal, state or local statute, law, order or ordinance.

3. Tax Consequences. The Obligor agrees that the Company is to withhold all taxes it determines it is legally required to withhold as a result of income that the Obligor will recognize from cancellation and forgiveness of the unpaid Indebtedness on the Settlement Date. The Obligor understands that he is obligated to pay any taxes, interest, or penalties that may be due or become due with respect to such income under any applicable provision of federal, state or local law. The Obligor acknowledges that neither the Company nor any of its directors, officers, agents, or affiliates (together with the Company, the “Company Released Parties”) have made any promise, representation or warranty, express or implied, regarding the tax consequences of any income that the Obligor may recognize pursuant to this Agreement. The Obligor further agrees not to make any claim against the Company or any other person based on how the Company reports amounts of income arising under this Agreement to tax authorities or if an adverse determination is made as to the tax treatment of any amounts payable under this Agreement.

4. No Other Inducements or Recourse. The Obligor acknowledges that no promise or agreement not expressed in this Agreement has been made to the Obligor, and that Obligor shall have no claims or other recourse now or forever against the Company Released Parties with respect to this Agreement.

5. Binding Nature of Agreement. This Agreement shall be binding on the Obligor’s heirs, legal representatives, administrators, executors, and assigns, and shall inure to the benefit of any successors and assigns of the Company Released Parties.

6. Law Governing. This Agreement shall be governed by and construed under the laws of the STATE OF NEW YORK, REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

7. Entire Agreement. This Agreement represents the entire agreement between the parties and has been entered into by Obligor with a full understanding of its terms, with an opportunity to consult with counsel and without inducement or duress. This Agreement may not be changed orally, and any written change or amendment must be signed and accepted by the Company. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

WHEREFORE, the undersigned parties to this Loan Cancellation and Release Agreement have agreed to the foregoing as of the Settlement Date.

OBLIGOR		THE TELX GROUP, INC.
Signature:	/s/ Christopher Downie	By	/s/ Eric Shepcaro
Printed Name: Christopher Downie		Title:	Eric Shepcaro
Date: March 2nd, 2010		Date:	March 2nd, 2010

EX-10.48

Exhibit 10.48

THE TELX GROUP, INC.

LOAN CANCELLATION AND RELEASE AGREEMENT

This Loan Cancellation and Release Agreement (“Agreement”) is entered into by and between The Telx Group, Inc. (hereinafter the “Company”) and William Kolman (hereinafter “Obligor”), as of this 2^nd day of March, 2010 (the “Settlement Date”).

WHEREAS, the Obligor has incurred indebtedness (the “Indebtedness”) to the Company for principal and interest that are due pursuant to one or more promissory notes that have resulted in the outstanding loan balance(s) set forth in the following summary:

Original Issue Date	Indebtedness as of Settlement Date
July 8, 2007	$	51,214.36

WHEREAS, the Company and the Obligor have mutually agreed to settle the Indebtedness through Obligor’s payment to the Company of fifty percent (50%) of the amount of the Indebtedness, with the Company cancelling and forgiving all remaining Indebtedness, based on the mutual understanding between the Company and the Obligor that the Company may take such loan forgiveness of the Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards relating to the Obligor for his services in 2010; and

WHEREAS, the Obligor, in exchange for the cancellation of the Indebtedness and all obligations under any associated promissory notes, is willing to pay the consideration set forth below, and to incur all tax liabilities associated with the forgiveness of the remaining Indebtedness on a date that the Company selects in 2010; and the Obligor is willing to accept such consideration and to irrevocably waive any and all claims relating to the Indebtedness and any associated promissory notes.

NOW THEREFORE, the undersigned parties to this Agreement hereby mutually agree to all of the following:

1. Partial Repayment by the Obligor; Cancellation of Indebtedness. In consideration of the Company’s commitments herein, the Obligor agrees to repay part of the Indebtedness through paying the Company twenty-five thousand six hundred seven dollars and eighteen cents ($25,607.18) in immediately available funds within three (3) business days after the Settlement Date. Provided that the Obligor makes such payment, then as of the Settlement Date, the Company shall irrevocably and permanently surrender

any and all of its rights to collect any Indebtedness, and acknowledges that any outstanding promissory notes relating to such Indebtedness shall be cancelled and no longer valid effective on such Settlement Date. The Obligor recognizes and agrees that the Company may in its sole and absolute discretion take its cancellation of any unpaid Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards to be made to the Obligor with respect to his services for the Company in 2010. The Obligor further agrees that Section 6.2 of his Employment Agreement with the Company dated as of May 7, 2007 (the “Employment Agreement”) is hereby amended, as follows: The Annual Bonus (as set forth in section 6.2) will not be (or be deemed) earned, vested, or payable to me until after it has been adjusted to reflect any unpaid Indebtedness forgiven by the Company in accordance with this Agreement. The Obligor specifically agrees that this shall constitute a valid amendment to the Employment Agreement pursuant to Section 10.0 of that Employment Agreement. Except as modified by this Agreement or otherwise in writing, all remaining provisions of the Employment Agreement shall remain in effect in accordance with their terms.

2. Complete Release by the Company. As of the Settlement Date, the Company irrevocably and unconditionally releases, acquits, and forever discharges the Obligor, his heirs, assigns, and any successors to his interest, from any and all known or unknown claims, charges, promises, actions, or similar rights that the Company presently may have (“Claims”) relating in any way to its rights to collect the Indebtedness. The Company understands that the Claims that it is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), and include without limitation claims such as breach of contract, implied contract, promissory estoppel, or claims under any federal, state or local statute, law, order or ordinance.

3. Tax Consequences. The Obligor agrees that the Company is to withhold all taxes it determines it is legally required to withhold as a result of income that the Obligor will recognize from cancellation and forgiveness of the unpaid Indebtedness on the Settlement Date. The Obligor understands that he is obligated to pay any taxes, interest, or penalties that may be due or become due with respect to such income under any applicable provision of federal, state or local law. The Obligor acknowledges that neither the Company nor any of its directors, officers, agents, or affiliates (together with the Company, the “Company Released Parties”) have made any promise, representation or warranty, express or implied, regarding the tax consequences of any income that the Obligor may recognize pursuant to this Agreement. The Obligor further agrees not to make any claim against the Company or any other person based on how the Company reports amounts of income arising under this Agreement to tax authorities or if an adverse determination is made as to the tax treatment of any amounts payable under this Agreement.

4. No Other Inducements or Recourse. The Obligor acknowledges that no promise or agreement not expressed in this Agreement has been made to the Obligor, and that Obligor shall have no claims or other recourse now or forever against the Company Released Parties with respect to this Agreement.

5. Binding Nature of Agreement. This Agreement shall be binding on the Obligor’s heirs, legal representatives, administrators, executors, and assigns, and shall inure to the benefit of any successors and assigns of the Company Released Parties.

6. Law Governing. This Agreement shall be governed by and construed under the laws of the STATE OF NEW YORK, REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

7. Entire Agreement. This Agreement represents the entire agreement between the parties and has been entered into by Obligor with a full understanding of its terms, with an opportunity to consult with counsel and without inducement or duress. This Agreement may not be changed orally, and any written change or amendment must be signed and accepted by the Company. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

WHEREFORE, the undersigned parties to this Loan Cancellation and Release Agreement have agreed to the foregoing as of the Settlement Date.

OBLIGOR		THE TELX GROUP, INC.
Signature:	/s/ William Kolman	By	/s/ Eric Shepcaro
Printed Name: William Kolman		Title: Eric Shepcaro
Date: March 2nd, 2010		Date: March 2nd, 2010

EX-10.49

Exhibit 10.49

THE TELX GROUP, INC.

LOAN CANCELLATION AND RELEASE AGREEMENT

This Loan Cancellation and Release Agreement (“Agreement”) is entered into by and between The Telx Group, Inc. (hereinafter the “Company”) and Eric Shepcaro (hereinafter “Obligor”), as of this 2^nd day of March, 2010 (the “Settlement Date”).

WHEREAS, the Obligor has incurred indebtedness (the “Indebtedness”) to the Company for principal and interest that are due pursuant to one or more promissory notes that have resulted in the outstanding loan balance(s) set forth in the following summary:

Original Issue Date	Indebtedness as of Settlement Date
July 8, 2007	$	268,832.93

WHEREAS, the Company and the Obligor have mutually agreed to settle the Indebtedness through Obligor’s payment to the Company of fifty percent (50%) of the amount of the Indebtedness, with the Company cancelling and forgiving all remaining Indebtedness, based on the mutual understanding between the Company and the Obligor that the Company may take such loan forgiveness of the Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards relating to the Obligor for his services in 2010; and

WHEREAS, the Obligor, in exchange for the cancellation of the Indebtedness and all obligations under any associated promissory notes, is willing to pay the consideration set forth below, and to incur all tax liabilities associated with the forgiveness of the remaining Indebtedness on a date that the Company selects in 2010; and the Obligor is willing to accept such consideration and to irrevocably waive any and all claims relating to the Indebtedness and any associated promissory notes.

NOW THEREFORE, the undersigned parties to this Agreement hereby mutually agree to all of the following:

1. Partial Repayment by the Obligor; Cancellation of Indebtedness. In consideration of the Company’s commitments herein, the Obligor agrees to repay part of the Indebtedness through paying the Company one-hundred thirty-four thousand four hundred sixteen dollars and forty-six cents ($134,416.46) in immediately available funds within three (3) business days after the Settlement Date. Provided that the Obligor makes such payment, then as of the Settlement Date, the Company shall irrevocably and

permanently surrender any and all of its rights to collect any Indebtedness, and acknowledges that any outstanding promissory notes relating to such Indebtedness shall be cancelled and no longer valid effective on such Settlement Date. The Obligor recognizes and agrees that the Company may in its sole and absolute discretion take its cancellation of any unpaid Indebtedness into account when making future decisions regarding discretionary cash bonuses and stock awards to be made to the Obligor with respect to his services for the Company in 2010. The Obligor further agrees that Section 5.2 of his Employment Agreement with the Company dated as of January 8, 2007 (the “Employment Agreement”) is hereby amended, as follows: The Annual Bonus (as set forth in section 5.2) will not be (or be deemed) earned, vested, or payable to me until after it has been adjusted to reflect any unpaid Indebtedness forgiven by the Company in accordance with this Agreement. The Obligor specifically agrees that this shall constitute a valid amendment to the Employment Agreement pursuant to Section 9.0 of that Employment Agreement. Except as modified by this Agreement or otherwise in writing, all remaining provisions of the Employment Agreement shall remain in effect in accordance with their terms.

2. Complete Release by the Company. As of the Settlement Date, the Company irrevocably and unconditionally releases, acquits, and forever discharges the Obligor, his heirs, assigns, and any successors to his interest, from any and all known or unknown claims, charges, promises, actions, or similar rights that the Company presently may have (“Claims”) relating in any way to its rights to collect the Indebtedness. The Company understands that the Claims that it is releasing might arise under many different laws (including statutes, regulations, other administrative guidance, and common law doctrines), and include without limitation claims such as breach of contract, implied contract, promissory estoppel, or claims under any federal, state or local statute, law, order or ordinance.

3. Tax Consequences. The Obligor agrees that the Company is to withhold all taxes it determines it is legally required to withhold as a result of income that the Obligor will recognize from cancellation and forgiveness of the unpaid Indebtedness on the Settlement Date. The Obligor understands that he is obligated to pay any taxes, interest, or penalties that may be due or become due with respect to such income under any applicable provision of federal, state or local law. The Obligor acknowledges that neither the Company nor any of its directors, officers, agents, or affiliates (together with the Company, the “Company Released Parties”) have made any promise, representation or warranty, express or implied, regarding the tax consequences of any income that the Obligor may recognize pursuant to this Agreement. The Obligor further agrees not to make any claim against the Company or any other person based on how the Company reports amounts of income arising under this Agreement to tax authorities or if an adverse determination is made as to the tax treatment of any amounts payable under this Agreement.

4. No Other Inducements or Recourse. The Obligor acknowledges that no promise or agreement not expressed in this Agreement has been made to the Obligor, and that Obligor shall have no claims or other recourse now or forever against the Company Released Parties with respect to this Agreement.

5. Binding Nature of Agreement. This Agreement shall be binding on the Obligor’s heirs, legal representatives, administrators, executors, and assigns, and shall inure to the benefit of any successors and assigns of the Company Released Parties.

6. Law Governing. This Agreement shall be governed by and construed under the laws of the STATE OF NEW YORK, REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

7. Entire Agreement. This Agreement represents the entire agreement between the parties and has been entered into by Obligor with a full understanding of its terms, with an opportunity to consult with counsel and without inducement or duress. This Agreement may not be changed orally, and any written change or amendment must be signed and accepted by the Company. If any provision in this Agreement is found to be unenforceable, all other provisions will remain fully enforceable. This Agreement may be executed in counterparts, each of which shall be considered an original, but all of which together shall constitute one and the same instrument.

WHEREFORE, the undersigned parties to this Loan Cancellation and Release Agreement have agreed to the foregoing as of the Settlement Date.

OBLIGOR		THE TELX GROUP, INC.
Signature:	/s/ Eric Shepcaro	By	/s/ Christopher W. Downie
Printed Name: Eric Shepcaro		Title: Christopher W. Downie
Date: March 2nd, 2010		Date: March 2nd, 2010

EX-10.50

Exhibit 10.50

Confidential Treatment Requested by The Telx Group, Inc.

THIRD AMENDMENT OF LEASE

THIS THIRD AMENDMENT OF LEASE (this “Third Amendment”) made as of March 1, 2010 between 111 CHELSEA COMMERCE LP, a Delaware limited partnership (“Landlord”) with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 and TELX - NEW YORK 111 8^TH, LLC, a Delaware limited liability company (“Tenant”) with an address at 111 Eighth Avenue, New York, New York 10011.

Statement of Facts

By Agreement of Lease dated as of March 15, 2007 (the “Original Lease”), Landlord leased to Tenant and Tenant hired from Landlord portions of each of the eighth (8^th) and fifteenth (15^th) floors (collectively, the “Original Premises”) in the building located at 111 Eighth Avenue, New York, New York 10011 (the “Building”) upon all of the terms, covenants, conditions and provisions more particularly described in the Original Lease. Pursuant to Section 10.7 of the Lease, Landlord granted to Tenant a license to use an area of the roof setback above the seventh (7^th) floor of the Building (the “Original Setback Area”), and pursuant to Section 10.10 of the Lease, Landlord granted to Tenant the right to use the Roof Space, in both cases upon all of the terms, covenants, conditions and provisions more particularly described therein.

Pursuant to that certain First Amendment of Lease dated as of July 3, 2008 (the “First Amendment”), Landlord leased to Tenant and Tenant hired from Landlord a portion of the third (3^rd) floor of the Building (the “Expansion Space”) as more particularly described therein, upon all of the terms, covenants, conditions and provisions more particularly described in the First Amendment.

Pursuant to that certain Second Amendment of Lease dated as of December 9, 2008 (the “Second Amendment”), Landlord leased to Tenant and Tenant hired from Landlord a portion of the fourteenth (14^th) floor of the Building (the “Second Additional Premises”), as more particularly described therein, upon all of the terms, covenants, conditions and provisions more particularly described in the Second Amendment. Pursuant to Section 4 of the Second Amendment, Landlord granted to Tenant a license to use an area of the roof setback above the thirteenth (13^th) floor of the Building (the “Second Setback Area”), upon all of the terms, covenants, conditions and provisions more particularly described therein.

The Original Lease, the First Amendment and the Second Amendment are collectively referred to as the “Lease,” and the Original Premises, the Expansion Space and the Second Additional Premises are collectively referred to as the “Premises.”

Unless otherwise specifically indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Lease.

Landlord and Tenant desire to add to the premises demised under the Lease (i.e., the Premises) a portion of the fifth (5^th) floor of the Building, containing 16,506 Rentable Square Feet, as shown in hatching on the plan annexed hereto as Exhibit A-1 (the “Third Additional Premises - Space A”) and a portion of the fifteenth (15^th) floor of the Building, containing 4,975 Rentable Square Feet, as shown in hatching on the plan annexed hereto as Exhibit A-2 (the “Third Additional Premises - Space B”) , in both cases upon the terms and conditions hereinafter set forth, and to otherwise amend the Lease upon the terms and conditions hereinafter set forth. Third Additional Premises - Space A and Third Additional Premises - Space B are sometimes collectively referred to herein as the “Third Additional Premises.”

NOW, THEREFORE, for and in consideration of the payments to be made hereunder by Tenant to Landlord and the mutual consideration hereinafter set forth, the parties hereto agree as follows:

Terms

1. THIRD ADDITIONAL PREMISES

(a) Effective as of the applicable Third Additional Premises Commencement Date (as hereinafter defined), and continuing thereafter up to and including the Third Additional Premises Expiration Date (as hereinafter defined), unless the term of the Lease, as amended by this Third Amendment, is sooner terminated pursuant to the terms and conditions of the Lease, as amended by this Third Amendment, the applicable Third Additional Premises shall be added to the Premises, on all of the same terms, covenants, conditions, and provisions of the Lease, except as otherwise expressly provided in this Third Amendment.

(b) For the purposes of this Third Amendment:

(i) “Third Additional Premises Commencement Date” means, with respect to the Third Additional Premises - Space A and the Third Additional Premises - Space B, as the case may be, the date that Landlord delivers vacant possession of the applicable Third Additional Premises to Tenant (including, with respect to the Third Additional Premises - Space A, the existing pre-action sprinkler system that services the Third Additional Premises - Space A) with the corresponding Landlord’s Work substantially completed;

(ii) “Landlord’s Work” means the work described in Exhibit B hereto, which by this reference is made a part hereof;

(iii) The applicable Landlord’s Work shall be substantially completed when such Landlord’s Work has been completed except for minor details of construction, decoration and mechanical adjustments, if any, the non-completion of which does not materially interfere with Tenant’s use of the corresponding Third Additional Premises, or which, in accordance with good construction practice, should be completed after the completion of other work to be performed in the Third Additional Premises in question;

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(iv) “Third Additional Premises - Space A Rent Commencement Date” means the date which is five (5) months after the Third Additional Premises Commencement Date for the Third Additional Premises - Space A;

(v) “Third Additional Premises - Space B Rent Commencement Date” means the date which is five (5) months after the Third Additional Premises Commencement Date for the Third Additional Premises - Space B; and

(vi) “Third Additional Premises Expiration Date” means the last day of the calendar month preceding the calendar month in which occurs the fifteenth (15^th) anniversary of the Third Additional Premises Rent Commencement Date for the Third Additional Premises - Space A.

(c) Effective on the date hereof, (i) the term “this Lease” as used in the Lease, shall be deemed to refer to the Lease, as amended by this Third Amendment, (ii) subject to the Third Additional Premises being added to the premises demised under the Lease effective on the applicable Third Additional Premises Commencement Date, the term “Premises,” as such term is used in the Lease, shall mean the aggregate of the Original Premises, the Expansion Space, the Second Additional Premises and the Third Additional Premises, and (iii) the floor plans of the Original Premises, the Expansion Space and the Second Additional Premises attached to the Lease shall be amended to include the floor plans of the Third Additional Premises attached hereto as Exhibits A-1 and A-2.

(d) Landlord shall not be subject to any liability for failure to deliver possession of any portion of the Third Additional Premises to Tenant on any specific date and the validity of this Third Amendment shall not be impaired under such circumstances, nor shall the same be construed to extend the term of the Lease, except that the applicable Third Additional Premises Commencement Date will not occur until possession of the such Third Additional Premises shall be delivered to Tenant. For purposes of this Section 1(d), the provisions hereof are intended to constitute “an express provision to the contrary” within the meaning of Section 223-a of the New York Real Property Law or any successor Law, which shall be inapplicable hereto, and Tenant hereby waives any right to rescind this Third Amendment that Tenant might otherwise have thereunder based upon Landlord’s failure to deliver any portion of the Third Additional Premises to Tenant.

2. TERM

(a) Landlord and Tenant acknowledge and agree that the Expiration Date for the Premises (excluding the Third Additional Premises) is February 28, 2022, and that, subject to the provisions of Section 2(b) below, the term of the Lease shall end with respect to the Premises (excluding the Third Additional Premises), the Original Setback Area, the Roof Space and the Second Setback Area on February 28, 2022 (unless the term of the Lease, as amended by this Third Amendment, is sooner terminated pursuant to the terms and conditions of the Lease, as amended by this Third Amendment) and that the term “Expiration Date,” as used in the Lease, as amended by this Third Amendment, shall mean the Third Additional Premises Expiration Date solely with respect to the Third Additional Premises, so that from and after February 28, 2022 the only premises demised under the Lease, or which Tenant shall otherwise be entitled to use, shall be the Third Additional Premises.

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(b) Notwithstanding anything contained in Section 2(a) above, if Tenant exercises the first Renewal Option pursuant to Article 31 of the Lease and the term of the Lease is renewed for the five (5) year period commencing on March 1, 2022 and ending on February 28, 2027 (i.e., the new Expiration Date), the term of the Lease shall be deemed renewed for the entire Premises, including the Third Additional Premises, upon all of the terms, covenants and conditions of said Article 31 and the other applicable provisions of the Lease, as amended by this Third Amendment, except that (i) through the Third Additional Premises Expiration Date, the Fixed Rent for the Third Additional Premises shall continue to be as set forth in Schedule 1 hereto, and the Base Taxes and Comparison Years for the Third Additional Premises shall continue to be as set forth in Section 3(a) hereof, and (ii) from and after the date next succeeding the Third Additional Premises Expiration Date, through the end of the first Renewal Term (i.e., February 28, 2027), the Fixed Rent for the Third Additional Premises - Space A shall be the same Fixed Rent, on a per Rentable Square Foot basis, as the Fixed Rent for the 8^th Floor Premises, the Fixed Rent for the Third Additional Premises - Space B shall be the same Fixed Rent, on a per Rentable Square Foot basis, as the Fixed Rent for the 15^th Floor Premises, and the Base Taxes and Comparison Years for the Third Additional Premises shall be the same as for the balance of the Premises. Thereafter, the second Renewal Option, if exercised by Tenant, shall apply to the entire Premises, including the Third Additional Premises, with the new Expiration Date being February 29, 2032.

(c) For the purposes of clarification, (i) wherever in the Original Lease there is a distinction made with respect to the Renewal FMV for the 8^th Floor Premises and the 15^th Floor Premises, such distinction shall also apply to the Expansion Space, the Second Additional Premises, the Third Additional Premises - Space A, and the Third Additional Premises - Space B, and (ii) during any Renewal Term, the license fee for the Original Setback Area shall remain [***] per annum ([***] per month), and the license fee for the Second Setback Area shall continue to increase as provided in Section 4(d) of the Second Amendment.

3. MODIFICATION OF THE LEASE

(a) Effective on the date hereof, the Lease shall be deemed modified as follows:

(i) The Fixed Rent payable by Tenant pursuant to Section 2.1 of the Lease with respect to the Third Additional Premises only shall be as set forth on Schedule 1 annexed hereto;

(ii) The term “Premises Area” as set forth in Section 1.1 of the Lease shall be increased by 16,506 Rentable Square Feet with respect to the Third Additional Premises - Space A and 4,975 Rentable Square Feet with respect to the Third Additional Premises - Space B;

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(iii) The term “Tenant’s Share” as set forth in Section 7.l(b) of the Lease shall be increased by 0.72% with respect to the Third Additional Premises - Space A and by 0.22% with respect to the Third Additional Premises - Space B;

(iv) The term “Base Taxes” as set forth in Section 7.1(e) of the Lease with respect to the entire Third Additional Premises only shall mean an amount equal to fifty (50%) percent of the sum of (A) the Taxes payable for the Tax Year commencing on July 1, 2009 and ending June 30, 2010, and (B) the Taxes payable for the Tax Year commencing on July 1, 2010 and ending June 30, 2011;

(v) The term “Comparison Year” as set forth in Section 7.1(f)(i) of the Lease with respect to the entire Third Additional Premises only shall mean each and every Tax Year commencing with the 2010/2011 Tax Year;

(vi) Section 10.1(b) of the Lease shall apply to the entire Premises, including the Third Additional Premises;

(vii) As provided in Section 10.2 of the Lease, Landlord shall have no obligation to provide heat, ventilation or air-conditioning services to the Premises, including the Third Additional Premises. To the extent Tenant desires HVAC service to the Third Additional Premises, Tenant may, in accordance with, and subject to, the applicable provisions of the Lease, as amended by this Third Amendment, service the Third Additional Premises with HVAC from the HVAC systems that service exclusively the other portions of the Premises;

(viii) The following shall be added to the end of Section 10.5 of the Lease: “As part of the Additional Premises Initial Alterations, Landlord approves, subject to Tenant’s compliance with all applicable provisions of the Lease and the Project Plan, Tenant’s installation of water-cooled supplemental air conditioning systems and additional supplemental air conditioning units, from time to time (collectively, the “Supplemental Air System”) and located solely in the Third Additional Premises - Space A and the Third Additional Premises – Space B. Subject to all applicable provisions of the Lease, Landlord agrees to reserve for Tenant’s use the chilled water necessary to operate the Supplemental Air System up to a total of one hundred (100) tons of air conditioning capacity. Tenant shall have sixty (60) days from the last Third Additional Premises Commencement Date to notify Landlord that it intends to utilize such reserved chilled water. In the event Tenant effectively provides such notice to Landlord and Landlord accepts such notice, Tenant agrees to pay Landlord a charge of $0.40 per ton per hour (“Chilled Water Charge”) for the usage of the chilled water. The Chilled Water Charge shall be paid monthly as part of Tenant’s monthly invoice and shall be considered Additional Rent. Notwithstanding the foregoing or any of the other provisions of the Lease, Landlord shall have no liability to Tenant in the event that Landlord shall not have available for Tenant’s use any particular amount of chilled water or in the event that any available chilled water does not meet the needs or specifications of the Supplemental Air System. In either of such events, Tenant’s only remedy shall be to notify Landlord that Tenant no longer desires such chilled water, whereupon Landlord shall cease to deliver same to Tenant; provided, however, that Tenant shall remain liable for all chilled water delivered to Tenant prior to such notice to Landlord.

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(ix) Section 10.9 of the Lease shall not apply to the Third Additional Premises. To the extent Tenant desires emergency electric power service to the Third Additional Premises, Tenant may, in accordance with, and subject to, the applicable provisions of the Lease, as amended by this Third Amendment, service the Third Additional Premises with emergency electric power from Tenant’s Generators;

(x) The area of space on the roof of the Building as set forth on Exhibit D hereto shall be deemed included in the definition of Roof Space; and

(xi) The following shall be added to the end of Section 14.6(f) of the Lease: “and further there shall not be more than one (1) subtenant of the Third Additional Premises - Space A and there shall not be more than one (1) subtenant of the Third Additional Premises - Space B.”

(b) Sections 2.4, 5.1, 7.1(j)-(n), and 7.3 of the Lease, clause (ii) of Section 7.1 (f) of the Lease, clause (ii) of Section 7.1(g) of the Lease, all references to “Operating Expense” in Article 7 of the Lease, and Exhibits A and C to the Lease shall not be applicable to the Third Additional Premises.

4. SECURITY DEPOSIT; GUARANTY

(a) Tenant has deposited with Landlord the sum of $1,879,587.50 as security for the full and faithful performance of all of the obligations of Tenant under the Lease, as amended by this Third Amendment (all or any part of such amount, the “Security Deposit”), in the form of the Letter of Credit as set forth in subsection (b) below. If there occurs a default under any of the terms, covenants or conditions in the Lease, as amended by this Third Amendment, on Tenant’s part to observe, perform or comply with (including, without limitation, the payment of any installment of Fixed Rent or any amount of Additional Rent), and, except in the case where the Term has ended or in the case of any of the events described in Section 16.1(d) of the Lease, Tenant fails to cure such default after the giving of any required notice under the Lease of such default and the expiration of any applicable cure period or if an Event of Default otherwise occurs, then Landlord may draw on the Letter of Credit (to the extent Landlord is not then holding the cash proceeds thereof after receiving a Non-Renewal Notice (as hereinafter defined)), and may use, apply or retain all or any part of the cash proceeds of the Letter of Credit for the payment of any Fixed Rent or Additional Rent or any other sum in default, or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of such default or Event of Default, or to compensate Landlord for any other loss, cost or damage which Landlord may suffer by reason of such default or Event of Default. If Landlord uses, applies or retains all or any part of the cash proceeds of the Letter of Credit, Tenant shall, within five (5) days after notice from Landlord, deposit with Landlord a letter of credit or an amendment to the original Letter of Credit in an amount sufficient to restore the Security Deposit to the amount then required pursuant to the terms of this Section, i.e., $1,879,587.50, as such amount may be reduced pursuant to subsection (c) below. Tenant’s obligation to make such payment shall be deemed a requirement that Tenant pay an item of Additional Rent, and Tenant’s failure to do so shall be a default under the Lease, as amended by

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this Third Amendment. Any portion of the cash proceeds of the Letter of Credit not used, applied or retained by Landlord in satisfaction of the obligations of Tenant as to which a default or an Event of Default shall have occurred shall be deposited by Landlord and retained as a cash security deposit. Landlord shall not, unless otherwise required under applicable Law, pay interest to Tenant on any cash proceeds of the Letter of Credit, and if Landlord is required to maintain such proceeds in an interest bearing account, Landlord will retain the maximum amount permitted under applicable Laws as a bookkeeping and administrative charge. Tenant shall not assign or encumber any part of the Security Deposit, and no assignment or encumbrance by Tenant of all of any part of the Security Deposit shall be binding upon Landlord, whether made prior to, during, or after the Term. Landlord shall not be required to exhaust its remedies against Tenant or against the Security Deposit before having recourse to any other form of security held by Landlord (including any guarantees of Tenant’s obligations under the Lease, as amended by this Third Amendment), and recourse by Landlord to any Security Deposit shall not affect any remedies of Landlord provided in the Lease, as amended by this Third Amendment, or available to Landlord under applicable Laws or available to Landlord under any such guarantees. So long as no default shall then have occurred and be continuing, the Security Deposit or any balance thereof shall be returned to Tenant reasonably promptly after the expiration or sooner termination (other than a termination pursuant to Article 16) of the Term and Tenant’s surrender to Landlord of the Premises in accordance with the applicable provisions of the Lease, as amended by this Third Amendment.

(b) Tenant shall deliver the Security Deposit to Landlord in the form of a clean, irrevocable, non-documentary and unconditional letter of credit (the “Letter of Credit”) issued by and drawn upon any commercial bank, trust company, national banking association or savings and loan association having offices for banking and drawing purposes in the City of New York and which is a member of the Clearing House Association and is otherwise acceptable to Landlord (the “Issuing Bank”) and which shall have outstanding unsecured, uninsured and unguaranteed indebtedness, or shall have issued a letter of credit or other credit facility that constitutes the primary security for any outstanding indebtedness (which is otherwise uninsured and unguaranteed), that is then rated, without regard to qualification of such rating by symbols such as “+” or “-” or numerical notation, “Aa” or better by Moody’s Investors Service and “AA” or better by Standard & Poor’s Corporation, and has combined capital, surplus and undivided profits of not less than $5,000,000,000.00. The Letter of Credit shall have a term of not less than one year, be in form and content satisfactory to Landlord (and substantially as shown on Exhibit C to this Third Amendment), be for the account of Landlord, be in the amount of the Security Deposit then required to be deposited hereunder, and be fully transferable by Landlord one or more times to successor owners of the Building or Landlord’s interest therein without the payment of any fees or charges, it being agreed that if any such fees or charges shall be imposed, then such fees or charges shall be paid by Tenant and that the failure to pay such fees or charges shall not affect any such transfer. The Letter of Credit shall provide that it shall be deemed automatically renewed, without amendment, for consecutive periods of one year each thereafter during the Term, unless the Issuing Bank sends notice (the “Non-Renewal Notice”) to Landlord by certified mail, return receipt requested, not less than sixty (60) days prior to the then expiration date of the Letter of Credit that the Issuing bank elects not to have such Letter of Credit renewed. Additionally, the Letter of Credit shall provide that Landlord shall have the right, exercisable at any time after Landlord’s receipt of the

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Non-Renewal Notice, by sight draft on the Issuing Bank, to receive the monies represented by the existing Letter of Credit. If Landlord draws upon the Letter of Credit solely as a result of a Non-Renewal Notice, then Landlord shall hold such proceeds pursuant to the terms of this Section as a cash security deposit pending the replacement of the Letter of Credit. The failure of Tenant to replace any such cash security deposit with a Letter of Credit that satisfies the requirements of this Section within ten (10) days after Landlord’s demand therefor shall be deemed a default by Tenant in the payment of Additional Rent, entitling Landlord to exercise any or all of its rights and remedies. In the event of a sale or lease of Landlord’s interest in the Premises, within thirty (30) days of notice of such sale or leasing, Tenant, at Tenant’s expense, shall arrange for the transfer of the Letter of Credit to the new landlord, as designated by Landlord, or have the Letter of Credit reissued in the name of the new landlord, and Landlord shall thereupon be released by Tenant from all liability for the return of the Letter of Credit; provided, however, that if the Letter of Credit is reissued, Landlord shall return the original Letter of Credit issued in Landlord’s name to Tenant.

(c) (i) Prior to commencing any Third Additional Premises Initial Alterations (as defined in Section 5 below) in any portion of the Third Additional Premises, and during the progress of same, Tenant shall deliver to Landlord a project plan for the Third Additional Premises Initial Alterations, which such project plan shall include total cost and payment structure information. The amount of the Security Deposit required to be maintained pursuant to subsections (a) and (b) above shall be reduced, as more particularly provided in subsection (c)(ii) below, as and when portions of the Third Additional Premises Initial Alterations are completed and paid for, provided, however, that if the Third Additional Premises Initial Alterations are to be performed in different portions of the Third Additional Premises at different times, then notwithstanding anything contained in this Section to the contrary, Tenant shall not be entitled to any such reduction in the Security Deposit amount until the Third Additional Premises Initial Alterations have commenced in all portions of the Third Additional Premises, notwithstanding the fact that portions of the Third Additional Premises Initial Alterations may have already been completed.

(ii) Provided that Tenant is not in default in its obligation to pay any Fixed Rent or Additional Rent or to observe, perform or comply with any other term, covenant or condition in this Lease on Tenant’s part to observe, perform or comply with, and provided further that Landlord has not used, applied or retained any portion of the Security Deposit pursuant to subsections (a) and (b) above, (A) the amount of the Security Deposit required to be maintained pursuant to subsections (a) and (b) above shall be reduced by $626,529.16 promptly after Landlord’s receipt from Tenant’s Construction Manager of its certification that at least one-third (1/3) of all Third Additional Premises Initial Alterations in the entire Third Additional Premises has been completed and paid for (which certification, to be effective, shall be accompanied by partial lien waivers, in recordable form, evidencing such payments); (B) the amount of the Security Deposit required to be maintained pursuant to subsections (a) and (b) above shall be reduced by another $626,529.16 promptly after Landlord’s receipt from Tenant’s Construction Manager of its certification that at least two-thirds (2/3) of all Third Additional Premises Initial Alterations in the entire Third Additional Premises has been completed and paid for (which certification, to be effective, shall be accompanied by partial lien waivers, in recordable form, evidencing such payments); and (C)

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Tenant shall no longer be obligated to maintain any Security Deposit pursuant to subsections (a) and (b) above promptly after Landlord’s receipt from Tenant’s Construction Manager of its certification that all Third Additional Premises Initial Alterations in the entire Third Additional Premises has been completed and paid for (which certification, to be effective, shall be accompanied by full lien waivers, in recordable form, evidencing such payments). Promptly after receipt by Landlord of the requisite certification and lien waivers from Tenant’s Construction Manager indicating that the portion of the Third Additional Premises Initial Alterations in question has been completed and paid for, Landlord shall so notify Tenant, and, provided the conditions in the first sentence of this subsection (ii) remain satisfied, Landlord shall accept an amendment to the Letter of Credit then being held by Landlord to effectuate such reduction.

(d) The Telx Group, Inc. (“Guarantor”), as guarantor of Tenant’s obligations under the Lease pursuant to that Agreement and Guaranty dated as of March 15, 2007, as confirmed by Guarantor pursuant to the Consents of Guarantor attached to the First Amendment and Second Amendment, is executing and delivering a Consent of Guarantor with respect to this Third Amendment, which Consent of Guarantor is attached hereto. Each year from and after the date hereof, within thirty (30) days after Guarantor’s annual audited financial statements (each, a “Guarantor’s Annual Statement”) are prepared and certified, Tenant shall deliver a copy of each such Guarantor’s Annual Statement to Landlord. If, at any time, a Guarantor’s Annual Statement shows Guarantor’s “Total Shareholder Equity” for the fiscal year covered by such Guarantor’s Annual Statement to be less than $70,000,000.00 or shows Guarantor’s “net cash provided by operating activities” for the fiscal year covered by such Guarantor’s Annual Statement to be less than $10,000,000.00 (either of such events being herein referred to as a “Breach of Financial Covenant”), the Security Deposit amount required to be maintained by Tenant pursuant to this Section (which amount, pursuant to subsection (c) above, may have theretofore been reduced to 0) shall be increased by an amount (the “Increased Security Deposit Amount”) equal to the aggregate annual Fixed Rent payable by Tenant for the Third Additional Premises (as set forth in Schedule 1 hereto, without taking into account any abatements or reductions thereof) in effect as of the date Tenant delivers a copy of the Guarantor’s Annual Statement in question, or, if Tenant fails to deliver a copy of a Guarantor’s Annual Statement, as of the date Landlord requests a copy of same. If Tenant fails to deliver a Guarantor’s Annual Statement to Tenant within such thirty (30) day period, and such failure continues for more than ten (10) days after Landlord requests a copy of a Guarantor’s Annual Statement, it shall be conclusively presumed, for the purposes of increasing the amount of the Security Deposit, that there was a Breach of Financial Covenant. Landlord’s failure to request a copy of a Guarantor’s Annual Statement(s) for any fiscal year shall not be deemed a waiver of Landlord’s right to request a Guarantor’s Annual Statement for any subsequent fiscal year or a waiver of Tenant’s obligations under this subsection (d) and subsection (e) below.

(e) In furtherance of Tenant’s obligations under subsection (d) above, with the delivery of a Guarantor’s Annual Statement that shows a Breach of Financial Covenant or, if Tenant fails to deliver a copy of a Guarantor’s Annual Statement within ten (10) days after Landlord requests a copy of same, Tenant shall deliver to Landlord an amendment to the Letter of Credit then being held by Landlord pursuant to this Section, which increases the amount of such Letter of Credit by the Increased Security Deposit Amount. If Landlord is holding cash

9

proceeds of the Letter of Credit in lieu of the Letter of Credit itself, or, if pursuant to subsection (c) above, Landlord is no longer holding a Letter of Credit, then Tenant shall deliver to Landlord within the applicable time period, a replacement Letter of Credit, in form and substance that satisfies in the requirements of this Section, either (at Landlord’s option) in the amount of the Increased Security Deposit Amount (in which event Landlord shall continue to hold such cash proceeds, if any) or in the total amount of the Security Deposit required to be maintained by Tenant under this Section, including the Increased Security Deposit Amount (in which event, promptly after Landlord’s receipt of the replacement Letter of Credit, Landlord shall return such cash proceeds, if any, to Tenant).

(f) If at any time after the amount of the Security Deposit is increased pursuant to subsections (d) and (e) above, (i) there is no Breach of Financial Covenant for two (2) consecutive fiscal years of the Guarantor, and provided further that (ii) there is no default under any of the terms, covenants or conditions in the Lease, as amended by this Third Amendment, on Tenant’s part to observe, perform or comply with, Tenant may request that the total amount of the Security Deposit be reduced by the Increased Security Deposit Amount, in which event, provided Landlord has confirmed the satisfaction of the conditions set forth in the preceding clauses (i) and (ii), and provided further that the amount of the Security Deposit being held by Landlord pursuant to this Section is the total amount required hereunder, the total amount of the Security Deposit shall be reduced by the Increased Security Deposit, and Landlord shall accept an amendment to the Letter of Credit then being held by Landlord to effectuate such reduction. If after such reduction there are one or more Breaches of Financial Covenant, the provisions of subsections (d) and (e) above shall again apply.

5. AS-IS CONDITION; EXISTING CONDUITS: ALTERATIONS; RISERS

(a) Notwithstanding anything contained herein or in the Lease to the contrary, Tenant acknowledges that it has made a full and complete inspection of the Third Additional Premises and is thoroughly familiar with the condition thereof, and agrees to accept possession of the Third Additional Premises on the respective Third Additional Premises Commencement Dates in their then “as is” condition, including, without limitation, the existing pre-action sprinkler system servicing Third Additional Premises—Space A and the “wet” sprinkler system servicing Third Additional Premises—Space B). The taking of possession of the Third Additional Premises by Tenant shall be conclusive evidence as against Tenant that at the time such possession was so taken, the Third Additional Premises were in good and satisfactory condition.

(b) Landlord has advised Tenant, and Tenant acknowledges, that as of the date of this Third Amendment, conduits exist connecting the Third Additional Premises to other suites and areas of the Building. To the extent that such conduits are not owned or used by Landlord, another tenant in the Building or other occupant of the Building, Tenant shall have the right to use these existing conduits throughout the term of this Third Amendment and Landlord shall have no obligations, responsibility or liability with respect thereto. Landlord will cooperate with Tenant in developing a schedule of conduits to determine the route and termination points of the conduits servicing the Third Additional Premises.

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(c) All Alterations which may be required or desired by Tenant to equip, decorate and furnish the Third Additional Premises for Tenant’s occupancy (the “Third Additional Premises Initial Alterations”) shall be performed (i) at Tenant’s sole cost and expense, (ii) in accordance with the applicable provisions of the Lease, including, without limitation, Article 4, and (iii) in substantial compliance with the Third Additional Premises Initial Alterations Project Plan attached hereto as Exhibit E (the “Project Plan”).

(d) If Tenant requires riser space to connect Third Additional Premises - Space B to Tenant’s Generator and/or Third Additional Premises - Space A or the 15^th Floor Premises, then Landlord shall make such riser space available to Tenant in accordance with, and subject to, the provisions of Section 10.8 of the Lease.

6. BROKERAGE

Landlord and Tenant covenant, warrant and represent to each other that there was no broker or finder instrumental in consummating this Third Amendment and that they have had no conversations or negotiations with any broker or finder except Taconic Management Company LLC and CB Richard Ellis, Inc. (collectively, the “Broker”) concerning this Third Amendment or the renting of the Third Additional Premises to Tenant. Landlord and Tenant agree to indemnify and hold each other harmless from and against any claims for a brokerage, finder’s or other commission or fee arising out of any conversations or negotiations had by the indemnifying party with any broker or finder other than the Broker with respect to this Third Amendment or the renting of the Third Additional Premises to Tenant. Landlord agrees to pay any fee or commission owing to the Broker pursuant to separate agreements made by Landlord and the Broker.

7. MISCELLANEOUS

(a) Except as otherwise provided herein, all of the terms, covenants, conditions and provisions of the Lease shall remain and continue unmodified, in full force and effect and binding upon the parties hereto, their heirs, administrators, executors and their permitted assigns.

(b) This Third Amendment sets forth the entire agreement between the parties regarding the letting of the Third Additional Premises to Tenant, superseding all prior agreements and understandings, written and oral, regarding the letting of the Third Additional Premises to Tenant, and may not be altered or modified except by a writing signed by both parties.

(c) Landlord and Tenant each represent and warrant to the other that it has not relied upon any representation or warranty, express or implied, in entering into this Third Amendment, except those which are set forth herein.

(d) This Third Amendment shall be governed by and construed in accordance with the laws of the State of New York.

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(e) The covenants and agreements herein contained shall bind and inure to the benefit of Landlord, its successors and assigns, and Tenant, its successors and assigns. If any of the provisions of this Third Amendment, or its application to any situation, shall be invalid or unenforceable to any extent, the remainder of this Third Amendment, or the application thereof to situations other than that as to which it is invalid or unenforceable, shall not be affected thereby, and every provision of this Third Amendment shall be valid and enforceable to the fullest extent permitted by law.

(f) The captions of this Third Amendment are for convenience and reference only and in no way define, limit or describe the scope or intent of this Third Amendment.

(g) Submission by Landlord of the within Third Amendment for execution by Tenant shall confer no rights nor impose any obligation on Landlord unless and until both Landlord and Tenant shall have executed this Third Amendment and duplicate originals thereof shall have been delivered by Landlord and Tenant to each other.

(h) The Statement of Facts first set forth in this Third Amendment and the exhibit and schedule attached hereto are incorporated into this Third Amendment and are, and shall for all purposes be deemed to be, a part of this Third Amendment.

(i) This Third Amendment may be executed in one or more original counterparts, all of which shall constitute the same document.

[signatures follow on next page]

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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Third Amendment as of the day and year first above written.

LANDLORD:	111 CHELSEA COMMERCE LP
	By:	Taconic GP Chelsea Holdings LLC,
		its General Partner
		By:	/s/ Paul E. Pariser
			Paul E. Pariser, Co-President
TENANT:	TELX - NEW YORK 111 8TH, LLC
	By:	/s/ J. Todd Raymond
		J. Todd Raymond, President

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CONSENT OF GUARANTOR

THE TELX GROUP, INC. (“Guarantor”), as guarantor of Tenant’s obligations under the Lease pursuant to that Agreement and Guaranty dated as of March 15, 2007 (the “Guaranty”), as confirmed by Guarantor pursuant to the Consents of Guarantor attached to the First Amendment and Second Amendment, hereby (a) consents to the execution and delivery of this Third Amendment by Tenant, (b) agrees that the obligations of Guarantor under and pursuant to the Guaranty, as so confirmed, shall otherwise remain unmodified and (c) confirms that the Guaranty is in full force and effect as to the Original Lease, the First Amendment, the Second Amendment and this Third Amendment.

Dated: As of March 1, 2010

GUARANTOR:
THE TELX GROUP, INC.
By:	/s/ Eric Shepcaro
	Name: Eric Shepcaro
	Title: C.E.O

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SCHEDULE 1

FIXED RENT FOR THE THIRD ADDITIONAL PREMISES

Third Additional Premises - Space A

(i) [***] per annum ([***] per month) for the period (the “Space A First Rent Period”) commencing on the Third Additional Premises - Space A Rent Commencement Date and ending on the last day of the calendar month in which occurs the first (1^st) anniversary of the date preceding the Third Additional Premises Commencement Date with respect to the Third Additional Premises - Space A, both dates inclusive;

(ii) [***] per annum ([***] per month) for the one (1) year period (the “Space A Second Rent Period”) commencing on the date succeeding the last day of the Space A First Rent Period;

(iii) [***] per annum ([***] per month) for the one (1) year period (the “Space A Third Rent Period”) commencing on the date succeeding the last day of the Space A Second Rent Period;

(iv) [***] per annum ([***] per month) for the one (1) year period (the “Space A Fourth Rent Period”) commencing on the date succeeding the last day of the Space A Third Rent Period;

(v) [***] per annum ([***] per month) for the one (1) year period (the “Space A Fifth Rent Period”) commencing on the date succeeding the last day of the Space A Fourth Rent Period;

(vi) [***] per annum ([***] per month) for the one (1) year period (the “Space A Sixth Rent Period”) commencing on the date succeeding the last day of the Space A Fifth Rent Period;

(vii) [***] per annum ([***] per month) for the one (1) year period (the “Space A Seventh Rent Period”) commencing on the date succeeding the last day of the Space A Sixth Rent Period;

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(viii) [***] per annum ([***] per month) for the one (1) year period (the “Space A Eighth Rent Period”) commencing on the date succeeding the last day of the Space A Seventh Rent Period;

(ix) [***] per annum ([***] per month) for the one (1) year period (the “Space A Ninth Rent Period”) commencing on the date succeeding the last day of the Space A Eighth Rent Period;

(x) [***] per annum ([***] per month) for the one (1) year period (the “Space A Tenth Rent Period”) commencing on the date succeeding the last day of the Space A Ninth Rent Period;

(xi) [***] per annum ([***] per month) for the one (1) year period (the “Space A Eleventh Rent Period”) commencing on the date succeeding the last day of the Space A Tenth Rent Period;

(xii) [***] per annum ([***] per month) for the one (1) year period (the “Space A Twelfth Rent Period”) commencing on the date succeeding the last day of the Space A Eleventh Rent Period;

(xiii) [***] per annum ([***] per month) for the one (1) year period (the “Space A Thirteenth Rent Period”) commencing on the date succeeding the last day of the Space A Twelfth Rent Period;

(xiv) [***] per annum ([***] per month) for the one (1) year period (the “Space A Fourteenth Rent Period”) commencing on the date succeeding the last day of the Space A Thirteenth Rent Period;

(xv) [***] per annum ([***] per month) for the one (1) year period (the “Space A Fifteenth Rent Period”) commencing on the date succeeding the last day of the Space A Fourteenth Rent Period; and

(xvi) [***] per annum ([***] per month) for the period (the “Space A Sixteenth Rent Period”) commencing on the date succeeding the last day of the Space A Fifteenth Rent Period and continuing thereafter through and including the Third Additional Premises Expiration Date.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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Third Additional Premises - Space B

(i) [***] per annum ([***] per month) for the period (the “Space B First Rent Period”) commencing on the Third Additional Premises - Space B Rent Commencement Date and ending on the last day of the calendar month in which occurs the first (1^st) anniversary of the date preceding the Third Additional Premises Commencement Date with respect to the Third Additional Premises - Space B, both dates inclusive;

(ii) [***] per annum ([***] per month) for the one (1) year period (the “Space B Second Rent Period”) commencing on the date succeeding the last day of the Space B First Rent Period;

(iii) [***] per annum ([***] per month) for the one (1) year period (the “Space B Third Rent Period”) commencing on the date succeeding the last day of the Space B Second Rent Period;

(iv) [***] per annum ([***] per month) for the one (1) year period (the “Space B Fourth Rent Period”) commencing on the date succeeding the last day of the Space B Third Rent Period;

(v) [***] per annum ([***] per month) for the one (1) year period (the “Space B Fifth Rent Period”) commencing on the date succeeding the last day of the Space B Fourth Rent Period;

(vi) [***] per annum ([***] per month) for the one (1) year period (the “Space B Sixth Rent Period”) commencing on the date succeeding the last day of the Space B Fifth Rent Period;

(vii) [***] per annum ([***] per month) for the one (1) year period (the “Space B Seventh Rent Period”) commencing on the date succeeding the last day of the Space B Sixth Rent Period;

(viii) [***] per annum ([***] per month) for the one (1) year period (the “Space B Eighth Rent Period”) commencing on the date succeeding the last day of the Space B Seventh Rent Period;

(ix) [***] per annum ([***] per month) for the one (1) year period (the “Space B Ninth Rent Period”) commencing on the date succeeding the last day of the Space B Eighth Rent Period;

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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(x) [***] per annum ([***] per month) for the one (1) year period (the “Space B Tenth Rent Period”) commencing on the date succeeding the last day of the Space B Ninth Rent Period;

(xi) [***] per annum ([***] per month) for the one (1) year period (the “Space B Eleventh Rent Period”) commencing on the date succeeding the last day of the Space B Tenth Rent Period;

(xii) [***] per annum ([***] per month) for the one (1) year period (the “Space B Twelfth Rent Period”) commencing on the date succeeding the last day of the Space B Eleventh Rent Period;

(xiii) [***] per annum ([***] per month) for the one (1) year period (the “Space B Thirteenth Rent Period”) commencing on the date succeeding the last day of the Space B Twelfth Rent Period;

(xiv) [***] per annum ([***] per month) for the one (1) year period (the “Space B Fourteenth Rent Period”) commencing on the date succeeding the last day of the Space B Thirteenth Rent Period;

(xv) [***] per annum ([***] per month) for the one (1) year period (the “Space B Fifteenth Rent Period”) commencing on the date succeeding the last day of the Space B Fourteenth Rent Period; and

(xvi) [***] per annum ([***] per month) for the period (the “Space B Sixteenth Rent Period”) commencing on the date succeeding the last day of the Space B Fifteenth Rent Period and continuing thereafter through and including the Third Additional Premises Expiration Date.

[***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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EX-10.51

Exhibit 10.51

FOURTH AMENDMENT OF LEASE

THIS FOURTH AMENDMENT OF LEASE (this “Fourth Amendment”) made as of March 1, 2010 between 111 CHELSEA COMMERCE LP, a Delaware limited partnership (“Landlord”) with an address c/o Taconic Investment Partners LLC, 111 Eighth Avenue, New York, New York 10011 and TELX - NEW YORK 111 8^TH, LLC, a Delaware limited liability company (“Tenant”) with an address at 111 Eighth Avenue, New York, New York 10011.

Statement of Facts

By Agreement of Lease dated as of March 15, 2007 (the “Original Lease”), Landlord leased to Tenant and Tenant hired from Landlord portions of each of the eighth (8^th) and fifteenth (15^th) floors (collectively, the “Original Premises”) in the building located at 111 Eighth Avenue, New York, New York 10011 (the “Building”) upon all of the terms, covenants, conditions and provisions more particularly described in the Original Lease. Pursuant to that certain First Amendment of Lease dated as of July 3, 2008 (the “First Amendment”), Landlord leased to Tenant and Tenant hired from Landlord a portion of the third (3^rd) floor of the Building (the “Expansion Space”), as more particularly described therein, upon all of the terms, covenants, conditions and provisions more particularly described in the First Amendment.

Pursuant to that certain Second Amendment of Lease dated as of December 9, 2008 (the “Second Amendment”), Landlord leased to Tenant and Tenant hired from Landlord a portion of the fourteenth (14^th ) floor of the Building (the “Second Additional Premises”), as more particularly described therein, upon all of the terms, covenants, conditions and provisions more particularly described in the Second Amendment.

Pursuant to that certain Third Amendment of Lease dated as of March 1, 2010, Landlord leased to Tenant and Tenant hired from Landlord a portion of the fifth (5^th) floor of the Building (the “Third Additional Premises - Space A”), and a portion of the fifteenth (15^th) floor of the Building (the “Third Additional Premises - Space B” and together with the Third Additional Premises - Space A, sometimes collectively referred to herein as the “Third Additional Premises”), as more particularly described therein, upon all of the terms, covenants, conditions and provisions more particularly described in the Third Amendment.

The Original Lease, the First Amendment, the Second Amendment and the Third Amendment are collectively referred to as the “Lease,” and the Original Premises, the Expansion Space, the Second Additional Premises and the Third Additional Premises are collectively referred to as the “Premises.”

Unless otherwise specifically indicated, all capitalized terms used herein shall have the meanings ascribed to them in the Lease.

Landlord and Tenant desire to amend the Lease upon all of the terms and conditions hereinafter set forth.

NOW, THEREFORE, for and in consideration of the payments to be made hereunder by Tenant to Landlord and the mutual consideration hereinafter set forth, the parties hereto agree as follows:

Terms

1. Exclusive Capacity. Tenant shall purchase from Landlord exclusive access to 1,600 amperes of 460 volt, 3-phase, 4 wire AC electrical capacity (the “Exclusive Capacity”) dedicated to Tenant. Tenant hereby agrees to pay to Landlord, together with Tenant’s execution and delivery of this Fourth Amendment, a one-time, non-refundable fee of $880,000.00 for the use of the Exclusive Capacity. Such Exclusive Capacity shall be made available to Tenant at a location in the Building to be determined by Landlord. Tenant shall be solely responsible, at Tenant’s expense, for the installation of any additional risers, feeders and other electrical facilities and equipment required in order to access and utilize such Exclusive Capacity. Tenant shall use Landlord’s designated electrical contractor to perform any tap-in to the Building’s electrical system. The utilization and delivery of the Exclusive Capacity and the Additional Exclusive Capacity (as defined below) shall be subject to the approval of Landlord which approval may be withheld in Landlord’s sole discretion if such utilization and delivery is not in compliance with the Project Plan.

2. Additional Exclusive Capacity Option. Tenant may request at any time through December 31, 2010, time being of the essence, to purchase an additional 1,000 amperes of 460 volt, 3-phase, 4 wire AC electric power (the “Additional Exclusive Capacity”). If and when, in response to such request, Landlord notifies Tenant that the requested additional electric power is or will be available, Tenant shall, within thirty (30) days after the giving of such notice by Landlord, notify Landlord of Tenant’s intent to take the requested additional electric power, which notice to Landlord, to be effective, must be accompanied by a check payable to Landlord in the amount of $787,500.00. If Tenant gives such notice and makes such payment within such thirty (30) day period, then such Additional Exclusive Capacity shall be made available to Tenant in accordance with, and subject to, the applicable provisions of Section 10.1 of the Lease at a location in the Building to be determined by Landlord and Tenant shall be solely responsible, at Tenant’s expense, for the installation of any additional risers, feeders and other electrical facilities and equipment required in order to access and utilize such Additional Exclusive Capacity. Tenant shall use Landlord’s designated electrical contractor to perform any tap-in to the Building’s electrical system. If Tenant makes such request for the Additional Exclusive Capacity after December 31, 2010 or if Tenant fails to give such notice or make such payment within such thirty (30) day period, then Landlord shall not be obligated to make any additional electric power available to Tenant.

IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Fourth Amendment as of the day and year first above written.

LANDLORD:	111 CHELSEA COMMERCE LP
By:	Taconic GP Chelsea Holdings LLC,
	its General Partner
	By:	/s/ Paul E. Pariser
		Paul E. Pariser, Co-President
TENANT:	TELX - NEW YORK 111 8th, LLC
	By:	/s/ J. Todd Raymond
	J. Todd Raymond, President

CONSENT OF GUARANTOR

THE TELX GROUP, INC. (“Guarantor”), as guarantor of Tenant’s obligations under the Lease pursuant to that Agreement and Guaranty dated as of March 15, 2007 (the “Guaranty”), as confirmed by Guarantor pursuant to the Consents of Guarantor attached to the First Amendment, Second Amendment, and the Third Amendment hereby (a) consents to the execution and delivery of this Fourth Amendment by Tenant, (b) agrees that the obligations of Guarantor under and pursuant to the Guaranty, as so confirmed, shall otherwise remain unmodified and (c) confirms that the Guaranty is in full force and effect as to the Original Lease, the First Amendment, the Second Amendment, the Third Amendment and this Fourth Amendment.

Dated: March 1,2010

GUARANTOR:
THE TELX GROUP, INC.
By:	/s/ Eric Shepcaro
	Name: Eric Shepcaro
	Title: C.E.O.

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE TELX GROUP, INC.

telx Management Services, LLC

Telx – Charlotte, LLC

Telx – Chicago Lakeside, LLC

Telx – Chicago Federal, LLC

Telx – Clifton, LLC

Telx – Dallas, LLC

Telx – Miami, LLC

Telx – Phoenix, LLC

Telx – Weehawken, LLC

Telx California Management, LLC

Telx – Los Angeles, LLC

Telx – San Francisco, LLC

Telx – Santa Clara, LLC

telx – New York Holdings, LLC

telx – New York Management, LLC

telx – New York, LLC

Telx New York 111 8th, LLC

telx Real Estate Holdings, LLC

CPA Holdings, LLC

CPA Access, LLC

CP Atlanta, LLC

CP Atlanta II, LLC

Colo Properties Atlanta, LLC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of:

The Telx Group, Inc.:

We consent to the use of our report dated March 18, 2010 with respect to the consolidated balance sheets of The Telx Group, Inc. as of December 31, 2009 and 2008 and the related consolidated statements of operations, stockholders’ equity and comprehensive loss, and cash flows and the related consolidated financial statement schedule for each of the years in the three-year period ended December 31, 2009, included herein and to the reference to our firm under the heading “Experts” in this registration statement.

/s/ KPMG LLP

New York, New York

March 18, 2010

EX-24.1

Exhibit 24.1

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned directors and/or officers of The Telx Group, Inc., a Delaware corporation (the “Company”), does hereby constitute and appoint Eric Shepcaro and Christopher W. Downie, and each of them severally, as the true and lawful attorneys-in-fact and agents of the undersigned, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to do or cause to be done any and all acts and things and to execute any and all instruments and documents which said attorneys-in-fact and agents may deem advisable or necessary to enable the Company to comply with the Securities Act of 1933, as amended (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission (the “Commission”) in respect thereof, in connection with the registration of common stock (the “Common Stock”) of the Company on the Registration Statement on Form S-1, including specifically, but without limiting the generality of the foregoing, power and authority to sign, in the name and on behalf of any and all of the undersigned, the Registration Statement on Form S-1 to which this Power of Attorney is filed as an exhibit, any subsequent Registration Statement the Company may hereafter file pursuant to Rule 462(b) of the Securities Act or another appropriate form in respect of the registration of the Securities, and any and all amendments to any of them, including post-effective amendments, and to file or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, and to effect any and all applications and other instruments in the name and on behalf of the undersigned which said attorneys-in-fact and agents deem advisable in order to qualify or register the Securities under the securities laws of the several States or other jurisdictions; and the undersigned do hereby ratify all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, shall lawfully do or cause to be done by virtue thereof.

This Power of Attorney shall not revoke in whole or in part any prior Power of Attorney executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent Power of Attorney that the undersigned may execute, unless such subsequent Power of Attorney expressly provides that it revokes this Power of Attorney by referring to the date and subject hereof.

This Power of Attorney may be signed in any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute the same instrument.

NOTICE AS TO NEW YORK POWERS OF ATTORNEY

CAUTION TO THE PRINCIPAL:

Your Power of Attorney is an important document. As the “principal,” you give the person whom you choose (your “agent”) authority to spend your money and sell or dispose of your property during your lifetime without telling you. You do not lose your authority to act even though you have given your agent similar authority.

When your agent exercises this authority, he or she must act according to any instructions you have provided, or, where there are no specific instructions, in your best interest. “Important Information for the Agent” at the end of this document describes your agent’s responsibilities.

Your agent can act on your behalf only after signing the Power of Attorney before a notary public.

You can request information from your agent at any time. If you are revoking a prior Power of Attorney by executing this Power of Attorney, you should provide written notice of the revocation to your prior agent(s) and to the financial institutions where your accounts are located.

You can revoke or terminate your Power of Attorney at any time for any reason as long as you are of sound mind. If you are no longer of sound mind, a court can remove an agent for acting improperly.

Your agent cannot make health care decisions for you. You may execute a “Health Care Proxy” to do this.

The law governing Powers of Attorney is contained in the New York General Obligations Law, Article 5, Title 15. This law is available at a law library, or online through the New York State Senate or Assembly websites, www.senate.state.ny.us or www.assembly.state.ny.us.

If there is anything about this document that you do not understand, you should ask a lawyer of your own choosing to explain it to you.

IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of Attorney to be duly executed as of this 3rd day of March, 2010.

/s/ Eric Shepcaro

Eric Shepcaro

ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL

State of New York	)
	)	ss.:
County of New York	)

On the 3rd day of March in the year 2010 before me, the undersigned, personally appeared Eric Shepcaro, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Constance B. Oberle

Notary Public

IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of Attorney to be duly executed as of this 3rd day of March, 2010.

/s/ Christopher W. Downie

Christopher W. Downie

ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL

State of New York	)
	)	ss.:
County of New York	)

On the 3rd day of March in the year 2010 before me, the undersigned, personally appeared Christopher W. Downie, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Constance B. Oberle

Notary Public

IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of Attorney to be duly executed as of this 3rd day of March, 2010.

/s/ Eric Harrison

Eric Harrison

ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL

State of New York	)
	)	ss.:
County of New York	)

On the 3rd day of March in the year 2010 before me, the undersigned, personally appeared Eric Harrison, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Constance B. Oberle

Notary Public

IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of Attorney to be duly executed as of this 3rd day of March, 2010.

/s/ Daniel H. Schulman

Daniel H. Schulman

ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL

State of New York	)
	)	ss.:
County of New York	)

On the 3rd day of March in the year 2010 before me, the undersigned, personally appeared Daniel H. Schulman, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Constance B. Oberle

Notary Public

IN WITNESS WHEREOF, I, the undersigned, have hereunto signed my name and caused this Power of Attorney to be duly executed as of this 3rd day of March, 2010.

/s/ Howard Park

Howard Park

ACKNOWLEDGMENT OF SIGNATURE OF PRINCIPAL

State of New York	)
	)	ss.:
County of New York	)

On the 3rd day of March in the year 2010 before me, the undersigned, personally appeared Howard Park, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Constance B. Oberle

Notary Public

NOTICE AS TO NEW YORK POWERS OF ATTORNEY

IMPORTANT INFORMATION FOR THE AGENT:

When you accept the authority granted under this Power of Attorney, a special legal relationship is created between you and the principal. This relationship imposes on you legal responsibilities that continue until you resign or the Power of Attorney is terminated or revoked. You must:

(1) act according to any instructions from the principal, or, where there are no instructions, in the principal’s best interest;

(2) avoid conflicts that would impair your ability to act in the principal’s best interest;

(3) keep the principal’s property separate and distinct from any assets you own or control, unless otherwise permitted by law;

(4) keep a record or all receipts, payments, and transactions conducted for the principal; and

(5) disclose your identity as an agent whenever you act for the principal by writing or printing the principal’s name and signing your own name as “agent” in either of the following manner: (Principal’s Name) by (Your Signature) as Agent, or (your signature) as Agent for (Principal’s Name).

You may not use the principal’s assets to benefit yourself or give major gifts to yourself or anyone else unless the principal has specifically granted you that authority in this Power of Attorney or in a Statutory Major Gifts Rider attached to this Power of Attorney. If you have that authority, you must act according to any instructions of the principal or, where there are no such instructions, in the principal’s best interest. You may resign by giving written notice to the principal and to any co-agent, successor agent, monitor if one has been named in this document, or the principal’s guardian if one has been appointed. If there is anything about this document or your responsibilities that you do not understand, you should seek legal advice.

    Liability of agent:

The meaning of the authority given to you is defined in New York’s General Obligations Law, Article 5, Title 15. If it is found that you have violated the law or acted outside the authority granted to you in the Power of Attorney, you may be liable under the law for your violation.

IN WITNESS WHEREOF, I, the undersigned, have read the foregoing Power of Attorney, am a person identified therein as agent for the principals named therein, accept the authority granted by this Power of Attorney and acknowledge my legal responsibilities as of this 3rd day of March, 2010.

/s/ Eric Shepcaro

Eric Shepcaro

ACKNOWLEDGMENT OF SIGNATURE OF AGENT

State of New York	)
	)	ss.:
County of New York	)

On the 3rd day of March in the year 2010 before me, the undersigned, personally appeared Eric Shepcaro, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Constance B. Oberle

Notary Public

IN WITNESS WHEREOF, I, the undersigned, have read the foregoing Power of Attorney, am a person identified therein as agent for the principals named therein, accept the authority granted by this Power of Attorney and acknowledge my legal responsibilities as of this 3rd day of March, 2010.

/s/ Christopher W. Downie

Christopher W. Downie

ACKNOWLEDGMENT OF SIGNATURE OF AGENT

State of New York	)
	)	ss.:
County of New York	)

On the 3rd day of March in the year 2010 before me, the undersigned, personally appeared Christopher W. Downie, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

/s/ Constance B. Oberle

Notary Public