Exhibit 10.1



 Exhibit 10.1 
 CREDIT AGREEMENT 
 DATED AS OF DECEMBER 2, 2009 
 by and among 
 FOX
PROPERTIES LLC, 
 AS BORROWER, 
 DUPONT FABROS TECHNOLOGY, L.P., 
 AS GUARANTOR, 
 TD BANK, NATIONAL ASSOCIATION, 
 THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT 
 AND 
 OTHER LENDERS THAT MAY BECOME 
 PARTIES TO THIS AGREEMENT, 
 TD BANK, NATIONAL ASSOCIATION, 
 AS AGENT, 
 AND

 TD SECURITIES (USA) LLC, 
 AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER 







 TABLE OF CONTENTS 
  

							
	 	  	 	  	Page
	§1.	  	DEFINITIONS AND RULES OF INTERPRETATION	  	2
				
		  	§1.1	  	Definitions	  	2
				
		  	§1.2	  	Rules of Interpretation	  	22
			
	§2.	  	THE CREDIT FACILITY	  	23
				
		  	§2.1	  	[Intentionally Omitted.]	  	23
				
		  	§2.2	  	Commitment to Lend	  	23
				
		  	§2.3	  	[Intentionally Omitted.]	  	23
				
		  	§2.4	  	[Intentionally Omitted.]	  	23
				
		  	§2.5	  	[Intentionally Omitted.]	  	23
				
		  	§2.6	  	Interest on Loans	  	23
				
		  	§2.7	  	Interest Payments from Cash Collateral Account	  	24
				
		  	§2.8	  	Funds for Loans	  	24
				
		  	§2.9	  	Use of Proceeds	  	24
				
		  	§2.10	  	Primary Increase in Total Commitment	  	24
				
		  	§2.11	  	Increase in Total Commitment	  	24
			
	§3.	  	REPAYMENT OF THE LOANS	  	27
				
		  	§3.1	  	Stated Maturity	  	27
				
		  	§3.2	  	Mandatory Prepayments	  	27
				
		  	§3.3	  	Optional Prepayments	  	28
				
		  	§3.4	  	Partial Prepayments	  	28
				
		  	§3.5	  	Additional Principal Payments	  	28
				
		  	§3.6	  	Effect of Prepayments	  	28
			
	§4.	  	CERTAIN GENERAL PROVISIONS	  	28
				
		  	§4.1	  	Conversion Options	  	28
				
		  	§4.2	  	Fees	  	29
				
		  	§4.3	  	[Intentionally Omitted.]	  	29
				
		  	§4.4	  	Funds for Payments	  	29
				
		  	§4.5	  	Computations	  	30
				
		  	§4.6	  	Suspension of LIBOR Rate Loans	  	31
				
		  	§4.7	  	Illegality	  	31
				
		  	§4.8	  	Additional Interest	  	31

  

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 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
		  	§4.9	  	Additional Costs, Etc	  	31
				
		  	§4.10	  	Capital Adequacy	  	32
				
		  	§4.11	  	Breakage Costs	  	33
				
		  	§4.12	  	Default Interest; Late Charge	  	33
				
		  	§4.13	  	Certificate	  	33
				
		  	§4.14	  	Limitation on Interest	  	33
				
		  	§4.15	  	Certain Provisions Relating to Increased Costs and Non-Funding Lenders	  	34
			
	§5.	  	COLLATERAL SECURITY; GUARANTY	  	35
				
		  	§5.1	  	Collateral; Guaranty	  	35
				
		  	§5.2	  	Appraisals; Adjusted Value	  	35
				
		  	§5.3	  	Release of Collateral	  	36
			
	§6.	  	REPRESENTATIONS AND WARRANTIES	  	36
				
		  	§6.1	  	Corporate Authority, Etc	  	36
				
		  	§6.2	  	Governmental Approvals	  	37
				
		  	§6.3	  	Title to Properties	  	37
				
		  	§6.4	  	Financial Statements	  	38
				
		  	§6.5	  	No Material Changes	  	38
				
		  	§6.6	  	Franchises, Patents, Copyrights, Etc	  	38
				
		  	§6.7	  	Litigation	  	38
				
		  	§6.8	  	No Material Adverse Contracts, Etc	  	39
				
		  	§6.9	  	Compliance with Other Instruments, Laws, Etc	  	39
				
		  	§6.10	  	Tax Status	  	39
				
		  	§6.11	  	No Event of Default	  	39
				
		  	§6.12	  	Investment Company Act	  	39
				
		  	§6.13	  	Absence of UCC Financing Statements, Etc	  	39
				
		  	§6.14	  	Setoff, Etc	  	40
				
		  	§6.15	  	Certain Transactions	  	40
				
		  	§6.16	  	Employee Benefit Plans	  	40
				
		  	§6.17	  	Disclosure	  	40
				
		  	§6.18	  	Trade Name; Place of Business	  	41

  

 ii 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
		  	§6.19	  	Regulations T, U and X	  	41
				
		  	§6.20	  	Environmental Compliance	  	41
				
		  	§6.21	  	Subsidiaries; Organizational Structure	  	43
				
		  	§6.22	  	Leases	  	43
				
		  	§6.23	  	Property	  	43
				
		  	§6.24	  	Brokers	  	44
				
		  	§6.25	  	Other Debt	  	44
				
		  	§6.26	  	Solvency	  	45
				
		  	§6.27	  	No Bankruptcy Filing	  	45
				
		  	§6.28	  	No Fraudulent Intent	  	45
				
		  	§6.29	  	Transaction in Best Interests of Borrower and Guarantor; Consideration	  	45
				
		  	§6.30	  	Tenant Improvements	  	45
				
		  	§6.31	  	OFAC	  	46
			
	§7.	  	AFFIRMATIVE COVENANTS	  	46
				
		  	§7.1	  	Punctual Payment	  	46
				
		  	§7.2	  	Maintenance of Office	  	46
				
		  	§7.3	  	Records and Accounts	  	46
				
		  	§7.4	  	Financial Statements, Certificates and Information	  	46
				
		  	§7.5	  	Notices	  	49
				
		  	§7.6	  	Existence; Maintenance of Properties	  	50
				
		  	§7.7	  	Insurance; Condemnation	  	50
				
		  	§7.8	  	Taxes; Liens	  	55
				
		  	§7.9	  	Inspection of Properties and Books	  	56
				
		  	§7.10	  	Compliance with Laws, Contracts, Licenses, and Permits	  	56
				
		  	§7.11	  	Further Assurances	  	56
				
		  	§7.12	  	Management	  	57
				
		  	§7.13	  	Leases of the Mortgaged Property	  	57
				
		  	§7.14	  	Business Operations	  	57
				
		  	§7.15	  	Registered Servicemark	  	57
				
		  	§7.16	  	[Intentionally Omitted.]	  	58

  

 iii 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
		  	§7.17	  	[Intentionally Omitted.]	  	58
				
		  	§7.18	  	[Intentionally Omitted.]	  	58
				
		  	§7.19	  	Plan Assets	  	58
				
		  	§7.20	  	YellowPages Renovations	  	58
				
		  	§7.21	  	Single Purpose Entity Requirements	  	58
				
		  	§7.22	  	Permitted Mezzanine Debt	  	61
				
		  	§7.23	  	REIT Covenants	  	63
			
	§8.	  	NEGATIVE COVENANTS	  	63
				
		  	§8.1	  	Restrictions on Indebtedness	  	64
				
		  	§8.2	  	Restrictions on Liens, Etc	  	64
				
		  	§8.3	  	Restrictions on Investments	  	65
				
		  	§8.4	  	Merger, Consolidation	  	66
				
		  	§8.5	  	Sale and Leaseback	  	66
				
		  	§8.6	  	Compliance with Environmental Laws	  	66
				
		  	§8.7	  	Distributions	  	67
				
		  	§8.8	  	Asset Sales	  	68
				
		  	§8.9	  	[Intentionally Omitted.]	  	68
				
		  	§8.10	  	[Intentionally Omitted.]	  	68
				
		  	§8.11	  	Zoning and Contract Changes and Compliance	  	68
				
		  	§8.12	  	Derivatives Contracts	  	68
				
		  	§8.13	  	Transactions with Affiliates	  	68
				
		  	§8.14	  	Equity Pledges	  	68
				
		  	§8.15	  	JPS Lease	  	69
				
		  	§8.16	  	Management Fees	  	69
			
	§9.	  	FINANCIAL COVENANTS	  	69
				
		  	§9.1	  	[Intentionally Omitted.]	  	69
				
		  	§9.2	  	Consolidated Total Indebtedness to Gross Asset Value	  	69
				
		  	§9.3	  	Minimum Debt Service Coverage Ratio	  	69
				
		  	§9.4	  	Adjusted Consolidated EBITDA to Consolidated Fixed Charges	  	69
				
		  	§9.5	  	Minimum Consolidated Tangible Net Worth	  	69

  

 iv 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
		  	§9.6	  	Development Cost Limitation	  	70
			
	§10.	  	CLOSING CONDITIONS	  	70
				
		  	§10.1	  	Loan Documents	  	70
				
		  	§10.2	  	Certified Copies of Organizational Documents	  	70
				
		  	§10.3	  	Resolutions	  	70
				
		  	§10.4	  	Incumbency Certificate; Authorized Signers	  	70
				
		  	§10.5	  	Opinion of Counsel	  	70
				
		  	§10.6	  	Payment of Fees	  	71
				
		  	§10.7	  	Insurance	  	71
				
		  	§10.8	  	Performance; No Default	  	71
				
		  	§10.9	  	Representations and Warranties	  	71
				
		  	§10.10	  	Proceedings and Documents	  	71
				
		  	§10.11	  	Perfection of Liens	  	71
				
		  	§10.12	  	Compliance Certificate	  	71
				
		  	§10.13	  	Appraisal	  	71
				
		  	§10.14	  	Consents	  	71
				
		  	§10.15	  	Annual Budget	  	72
				
		  	§10.16	  	Other Mortgaged Property Documents	  	72
				
		  	§10.17	  	Other	  	72
			
	§11.	  	[INTENTIONALLY OMITTED.]	  	72
			
	§12.	  	EVENTS OF DEFAULT; ACCELERATION; ETC	  	72
				
		  	§12.1	  	Events of Default and Acceleration	  	72
				
		  	§12.2	  	Certain Cure Periods; Limitation of Cure Periods	  	75
				
		  	§12.3	  	[Intentionally Omitted.]	  	75
				
		  	§12.4	  	Remedies	  	75
				
		  	§12.5	  	Distribution of Collateral Proceeds	  	76
			
	§13.	  	SETOFF	  	76
			
	§14.	  	THE AGENT	  	77
				
		  	§14.1	  	Authorization	  	77
				
		  	§14.2	  	Employees and Agents	  	77

  

 v 








 TABLE OF CONTENTS 
 (continued) 
  

							
	 	  	 	  	 	  	Page
		  	§14.3	  	No Liability	  	77
				
		  	§14.4	  	No Representations	  	78
				
		  	§14.5	  	Payments	  	78
				
		  	§14.6	  	Holders of Notes	  	80
				
		  	§14.7	  	Indemnity	  	80
				
		  	§14.8	  	Agent as Lender	  	80
				
		  	§14.9	  	Resignation	  	80
				
		  	§14.10	  	Duties in the Case of Enforcement	  	81
				
		  	§14.11	  	Bankruptcy	  	81
				
		  	§14.12	  	Request for Agent Action	  	81
				
		  	§14.13	  	Reliance by Agent	  	82
				
		  	§14.14	  	[Intentionally Omitted.]	  	82
				
		  	§14.15	  	Borrower Not Beneficiary	  	82
				
		  	§14.16	  	Intercreditor Agreement	  	82
				
		  	§14.17	  	Reliance on Hedge Provider	  	83
			
	 §15.
	  	EXPENSES	  	83
			
	 §16.
	  	INDEMNIFICATION	  	84
			
	 §17.
	  	SURVIVAL OF COVENANTS, ETC	  	85
			
	 §18.
	  	ASSIGNMENT AND PARTICIPATION	  	85
				
		  	§18.1	  	Conditions to Assignment by Lenders	  	85
				
		  	§18.2	  	Register	  	86
				
		  	§18.3	  	New Notes	  	86
				
		  	§18.4	  	Participations	  	86
				
		  	§18.5	  	Pledge by Lender	  	87
				
		  	§18.6	  	No Assignment by Borrower	  	87
				
		  	§18.7	  	Disclosure	  	87
				
		  	§18.8	  	Amendments to Loan Documents	  	88
				
		  	§18.9	  	Titled Agents	  	88
			
	 §19.
	  	NOTICES	  	88
			
	 §20.
	  	RELATIONSHIP	  	90

  

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 TABLE OF CONTENTS 
 (continued) 
  

					
	 	 	 	  	Page
	 §21.
	 	GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE	  	90
			
	 §22.
	 	HEADINGS	  	90
			
	 §23.
	 	COUNTERPARTS	  	91
			
	 §24.
	 	ENTIRE AGREEMENT, ETC	  	91
			
	 §25.
	 	WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS	  	91
			
	 §26.
	 	DEALINGS WITH BORROWER AND GUARANTOR	  	92
			
	 §27.
	 	CONSENTS, AMENDMENTS, WAIVERS, ETC	  	92
			
	 §28.
	 	SEVERABILITY	  	93
			
	 §29.
	 	TIME OF THE ESSENCE	  	93
			
	 §30.
	 	NO UNWRITTEN AGREEMENTS	  	93
			
	 §31.
	 	REPLACEMENT NOTES	  	93
			
	 §32.
	 	NO THIRD PARTIES BENEFITED	  	93
			
	 §33.
	 	PATRIOT ACT	  	94

  

 vii 








 EXHIBITS AND SCHEDULES 
  

			
	 Exhibit A
	  	FORM OF NOTE
		
	 Exhibit B
	  	FORM OF COMPLIANCE CERTIFICATE
		
	 Exhibit C
	  	FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
		
	 Exhibit D-1
	  	ACC5 Phase I
		
	 Exhibit D-2
	  	ACC5 Phase II
		
	 Exhibit D-3
	  	ACC6
		
	 Schedule 1.1
	  	LENDERS AND COMMITMENTS
		
	 Schedule 6.3
	  	LIST OF ALL ENCUMBRANCES ON ASSETS
		
	 Schedule 6.5
	  	NO MATERIAL CHANGES
		
	 Schedule 6.7
	  	PENDING LITIGATION
		
	 Schedule 6.15
	  	CERTAIN TRANSACTIONS
		
	 Schedule 6.20(c)
	  	ENVIRONMENTAL RELEASES
		
	 Schedule 6.20(d)
	  	REQUIRED ENVIRONMENTAL ACTIONS
		
	 Schedule 6.21(a)
	  	SUBSIDIARIES OF GUARANTOR
		
	 Schedule 6.21(b)
	  	UNCONSOLIDATED AFFILIATES OF GUARANTOR AND ITS SUBSIDIARIES
		
	 Schedule 6.22
	  	EXCEPTIONS TO RENT ROLL
		
	 Schedule 6.23
	  	MANAGEMENT AGREEMENTS
		
	 Schedule 6.25
	  	MATERIAL LOAN AGREEMENTS
		
	 Schedule 7.12
	  	MANAGEMENT AGREEMENT

  

 viii 








 CREDIT AGREEMENT 
 THIS CREDIT AGREEMENT (this “Agreement”) is made as of the 2nd day of December, 2009, by and among FOX PROPERTIES
LLC, a Delaware limited liability company (“Borrower”), DUPONT FABROS TECHNOLOGY, L.P., a Maryland limited partnership (“Guarantor”), TD BANK, NATIONAL ASSOCIATION (“TD”), the other lending
institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with TD, the “Lenders”), and TD BANK, NATIONAL ASSOCIATION, as
Agent for the Lenders (the “Agent”), and TD SECURITIES (USA) LLC, as Sole Lead Arranger and Sole Book Manager. 
 R E C I T A L S 
 WHEREAS, Borrower has requested that the Lenders provide a term loan facility
to Borrower; and 
 WHEREAS, the Agent and the Lenders are willing to provide such term loan facility to Borrower on and
subject to the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of the recitals herein and
mutual covenants and agreements contained herein, the parties hereto hereby covenant and agree as follows: 
 §1. DEFINITIONS AND RULES OF
INTERPRETATION. 
 §1.1 Definitions. The following terms shall have the meanings set forth in this §l or
elsewhere in the provisions of this Agreement referred to below: 
 ACC5. A Data Center Property commonly known as ACC5,
which comprises a portion of the Mortgaged Property and is composed of ACC5 Phase I and ACC5 Phase 2. 
 ACC5 Phase I. A
portion of ACC5 depicted on Exhibit D-1 attached hereto and made a part hereof, which comprises a portion of the Mortgaged Property, commonly known as ACC5 Phase I containing approximately one hundred fifty thousand (150,000) gross
square feet and having 18.2 mega volt amps of critical load power available for exclusive use by the tenants thereof. 
 ACC5 Phase II. A portion of ACC5 depicted on Exhibit D-2 attached hereto and made a part hereof, which comprises a portion of the Mortgaged Property, commonly known as ACC5 Phase II containing approximately one hundred fifty
thousand (150,000) gross square feet and having 18.2 mega volt amps of critical load power available for exclusive use by the tenants thereof. 
 ACC6. A Data Center Property that has not yet been constructed depicted on Exhibit D-3 attached hereto and made a part hereof, which comprises a portion of the Mortgaged Property, commonly
known as ACC6, which the Borrower currently plans to construct in two phases and which will contain approximately two hundred forty thousand (240,000) gross square feet and will have approximately 31.2 mega volt amps of critical load power
available for exclusive use by the tenants thereof. 
  

 2 








 Additional Commitment Request Notice. See §2.11(a). 
 Adjusted Consolidated EBITDA. On any date of determination, the sum of (a) the Consolidated EBITDA for the prior fiscal quarter
most recently ended, multiplied by four (4), less (b) the Capital Reserve. 
 Advance. Any advance of
the proceeds of the Loans made pursuant to the terms of this Agreement. 
 Affiliate. An Affiliate, as applied to any
Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms
“controlling”, “controlled by” and “under common control with”), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote ten percent (10%) (or, in the case of REIT,
thirty-five percent (35%)) or more of the stock, shares, voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power for the election of directors or managers or others
performing similar functions of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of
(i) a general partnership interest, (ii) a managing member’s or manager’s interest in a limited liability company or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing ten
percent (10%) (or, in the case of REIT, thirty-five percent (35%)) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person. 
 Agent. TD Bank, National Association, acting as administrative agent for the Lenders, and its successors and assigns. 
 Agent’s Head Office. The Agent’s head office located at 370 Main Street, Worcester, Massachusetts 01608, or at such other
location as the Agent may designate from time to time by notice to Borrower and the Lenders. 
 Agent’s Special
Counsel. Goulston & Storrs, PC or such other counsel as selected by Agent. 
 Agreement. This Credit
Agreement, including the Schedules and Exhibits hereto. 
 Agreement Regarding Fees. See §4.2.

 Annual Budget. The operating and capital expenditure budget (showing adequate reserves or cash flow to cover capital
expenditure needs of the Mortgaged Property) for the Mortgaged Property specifying all costs and expenses of every kind and nature whatever to be incurred by Borrower in connection with the Mortgaged Property for the calendar year specified therein.

  

 3 








 Applicable Margin. The Applicable Margin shall be four and one-quarter percent
(4.25%); provided, however, in the event that the Debt Service Coverage Ratio for the most recently ended calendar quarter is at least 1.65:1:00, then the Applicable Margin for the immediately succeeding calendar quarter shall be four percent
(4.00%). For purposes of establishing the Applicable Margin, the Debt Service Coverage Ratio shall be tested quarterly upon the timely delivery of the financial reports, statements and certificates required pursuant to §7.4(a) –
(c) hereof. Notwithstanding the foregoing, in the event the Debt Service Coverage Ratio for the most recently ended calendar quarter is determined to be less than 1:65:1:00 or Borrower fails to timely deliver the financial reports, statements
and certificates required pursuant to §7.4(a) – (c) hereof (irrespective of any applicable notice or cure period) to enable the Agent to determine the Debt Service Coverage Ratio for the calendar quarter most recently ended, then the
Applicable Margin for the immediately succeeding calendar quarter shall be 4.25%. 
 Appraisal. An MAI appraisal of the
value of (i) the Mortgaged Property, in each case determined on a “as is” value basis and/or (ii) any Real Estate other than the Mortgaged Property, in each case determined on a “going concern” basis, in each case
performed by an independent appraiser with experience appraising data center properties selected by the Agent who is not an employee of Guarantor or any of its Subsidiaries, the Agent or a Lender, the form and substance of such appraisal and the
identity of the appraiser to be in compliance with the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended, the rules and regulations adopted pursuant thereto and all other regulatory laws and policies (both regulatory
and internal) applicable to the Lenders and otherwise acceptable to the Agent. 
 Appraised Value. The (i) “as
is” value of the Mortgaged Property determined by the most recent Appraisal of such Mortgaged Property obtained pursuant to §2.11, §5.2, §9.1, §10.13 or §34 and/or (ii) “going concern” value of any Real
Estate other than the Mortgaged Property determined by the most recent Appraisal of such other Real Estate obtained pursuant to §5.2 with respect to such other Real Estate or obtained in connection with determining “Gross Asset Value”
with respect to with respect to the Real Estate; subject, however, in each case, to such changes or adjustments to the value determined thereby as may be required by the appraisal department of the Agent in its good faith business judgment based on
criteria and factors generally used and considered by the Agent in determining the value of similar properties. 
 Approved
Fund means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender,
(b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 Arranger. TD Securities (USA) LLC or any successor. 
 Assignment and Acceptance Agreement. See
§18.1. 
 Assignment of Interest Rate Protection Agreement. The Collateral Assignment of Interest Rate Protection
Agreement from Borrower to Agent (together with a written consent of the issuer), as it may be modified or amended, pursuant to which Borrower assigned to Agent, for the benefit of the Lenders, all of Borrower’s right, title and interest in and
to the Interest Rate Protection Agreement and any and all other Hedge Obligations on a first priority basis, which shall be in form and substance satisfactory to Agent. 
  


 4 








 Assignment of Leases and Rents. The Assignment of Leases and Rents of even date
herewith from Borrower to the Agent, as it may be modified or amended, pursuant to which Borrower assigned to the Agent for the benefit of the Lenders a security interest in the interest of Borrower as lessor with respect to all Leases of all or any
part of the Mortgaged Property, which shall be in form and substance satisfactory to Agent. 
 Authorized Officer. Any
of the following Persons: Lammot J. du Pont, Hossein Fateh, Mark L. Wetzel and such other Persons as Borrower shall designate in a written notice to Agent. 
 Balance Sheet Date. September 30, 2009. 
 Bankruptcy Code.
Title 11, U.S.C.A., as amended from time to time or any successor statute thereto. 
 Base Rate. The greater of
(a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s Head Office as its “prime rate”, (b) one half of one percent (0.5%) above the Federal Funds Effective Rate, or (c) one
and one-half percent (1.5%). The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate
shall become effective as of the opening of business on the day on which such change in the Base Rate becomes effective, without notice or demand of any kind. 
 Base Rate Loans. Loans bearing interest by reference to the Base Rate. 
 Breakage Costs. The cost to any Lender of re-employing funds bearing interest at LIBOR incurred (or reasonably expected to be incurred) in connection with (i) any payment of any portion of the Loans bearing interest at LIBOR
prior to the termination of any applicable Interest Period, (ii) the conversion of a LIBOR Rate Loan to any other applicable interest rate on a date other than the last day of the relevant Interest Period, or (iii) the failure of Borrower
to draw down, on the first day of the applicable Interest Period, any amount as to which Borrower has elected a LIBOR Rate Loan. 
 Building. As the context may require, (i) ACC5 Phase I, and all of the buildings, structures and improvements now or hereafter related thereto (but excluding ACC5 Phase II and ACC6), (ii) ACC5 Phase II, and all of the
buildings, structures and improvements now or hereafter related thereto (but excluding ACC5 Phase I and ACC6), or (iii) the data center to be constructed on a portion of the Mortgaged Property commonly known as ACC6, and all of the buildings,
structures and improvements now or hereafter related thereto (but excluding ACC5 Phase I and ACC5 Phase II). 
 Business
Day. Any day on which banking institutions located in the same city and State as the Agent’s Head Office are located are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.

  

 5 








 Capital Reserve. For any period and with respect to any improved Real Estate, an
amount equal to $0.25 multiplied by the total square footage of the buildings in such Real Estate. If the term Capital Reserve is used without reference to any specific Real Estate, then the amount shall be determined on an aggregate basis with
respect to all Real Estate of Guarantor and its Subsidiaries and a proportionate share of all Real Estate of all Unconsolidated Affiliates. The Capital Reserve shall be calculated based on the total square footage of the buildings owned (or ground
leased) at the end of each fiscal quarter. 
 Capitalized Lease. A lease under which the discounted future rental
payment obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP. 
 Cash Collateral Account. Account No. 8729328753 at Agent in the name of the Borrower. 
 Cash Equivalents. As of any date, (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities
of not more than one year from such date, (ii) time deposits and certificates of deposits having maturities of not more than one year from such date and issued by any domestic commercial bank having, (A) senior long term unsecured debt
rated at least A or the equivalent thereof by S&P or A2 or the equivalent thereof by Moody’s and (B) capital and surplus in excess of $100,000,000.00; (iii) commercial paper rated at least A-1 or the equivalent thereof by S&P
or P-1 or the equivalent thereof by Moody’s and in either case maturing within one hundred twenty (120) days from such date, and (iv) shares of any money market mutual fund rated at least AAA or the equivalent thereof by S&P or at
least Aaa or the equivalent thereof by Moody’s. 
 CERCLA. See §6.20. 
 Change of Control. A Change of Control shall exist upon the occurrence of any of the following: 
 (a) Any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder), other than Lammot du Pont and Hossein Fateh and their respective controlled Affiliates, shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of
REIT or Guarantor equal to at least twenty percent (20%); 
 (b) As of any date a majority of the Board of Directors or
Trustees or similar body (the “Board”) of REIT or Guarantor consists of individuals who were not either (i) directors, trustees, or others performing similar functions of REIT or Guarantor as of the corresponding date of the previous
year, or (ii) selected or nominated to become directors, trustees, or others performing similar functions by the Board of REIT or Guarantor of which a majority consisted of individuals described in clause (b)(i) above, or (iii) selected or
nominated to become directors, trustees, or others performing similar functions by the Board of REIT or

  

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Guarantor, which majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii), above (excluding, in the case of both clause (ii) and
(iii) above, any individual whose initial nomination for, or assumption of office as, a member of the Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors
or trustees by any Person or group other than a solicitation for the election of one or more directors or trustees by or on behalf of the Board); or 
 (c) Borrower or Guarantor consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by §8.4); or 
 (d) REIT shall fail to own at least thirty-three percent (33%) of each of the economic, voting and beneficial interests in Guarantor,
or shall fail to own such interests free of any lien, encumbrance or other adverse claim; or 
 (e) REIT shall fail to be the
sole general partner of Guarantor, shall fail to own such general partnership interest in Guarantor free of any lien, encumbrance or other adverse claim, or shall fail to control the management and policies of Guarantor; or 
 (f) REIT shall fail to be the managing member of Managing Member, shall fail to own such managing membership interest in Managing Member
free of any lien, encumbrance or other adverse claim, or shall fail to control, directly or indirectly, the management or policies of Managing Member and Borrower; or 
 (g) Guarantor fails to own, directly or indirectly, free of any lien, encumbrance or other adverse claim, at least ninety-nine percent (99%) of each of the economic, voting and beneficial interest of
Managing Member and Borrower; or 
 (h) Managing Member shall cease to be the sole member of Borrower and shall fail to own at
least one hundred percent (100%) of the membership interest in Borrower free of any lien, encumbrance or other adverse claim; or 
 (i) Hossein Fateh shall cease to be a senior management executive of REIT and a comparable, competent and experienced successor senior management executive shall not be approved by the Required Lenders within one hundred fifty
(150) days of such event. 
 Closing Date. The first date on which all of the conditions set forth in §10 have
been satisfied. 
 Code. The Internal Revenue Code of 1986, as amended. 
 Collateral. All of the property, rights and interests of Borrower which are subject to the security interests, security title, liens
and mortgages created by the Security Documents, including, without limitation, the Mortgaged Property. 
 Commitment.
With respect to each Lender, the commitment of such Lender to make Loans in accordance with the terms of this Agreement in an aggregate principal amount not to exceed the amount set forth on Schedule 1.1 hereto designated as such
Lender’s commitment. 
  

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 Commitment Increase. An increase in the Total Commitment to not more than
$250,000,000.00 pursuant to §2.11(a). 
 Commitment Increase Date. See §2.11(a). 
 Commitment Percentage. With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s
percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement. 
 Compliance Certificate. See §7.4(c). 
 Condemnation Proceeds.
All compensation, awards, damages, judgments and proceeds awarded to Borrower by reason of any Taking, net of all reasonable and customary amounts actually expended to collect the same. 
 Consolidated. With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP. 
 Consolidated EBITDA. With respect to any period, an
amount equal to the EBITDA of Guarantor and its Subsidiaries for such period determined on a Consolidated basis. 
 Consolidated Fixed Charges. For any period, the sum of (a) Consolidated Interest Expense for such period, plus (b) all regularly scheduled principal payments made with respect to Indebtedness of Guarantor and its
Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full, plus (c) all Preferred Distributions paid during such period. Such Person’s Equity Percentage in
the Fixed Charges of its Unconsolidated Affiliates shall be included in the determination of Fixed Charges. 
 Consolidated
Interest Expense. For any period, without duplication, (a) total Interest Expense of Guarantor and its Subsidiaries determined on a consolidated basis in accordance with GAAP for such period, plus (b) such Person’s Equity
Percentage of Interest Expense of its Unconsolidated Affiliates for such period. 
 Consolidated Tangible Net Worth. The
amount by which Gross Asset Value exceeds Consolidated Total Indebtedness. 
 Consolidated Total Indebtedness. All
Indebtedness of Guarantor and its Subsidiaries determined on a consolidated basis and shall include (without duplication), such Person’s Equity Percentage of the Indebtedness of its Unconsolidated Affiliates. 
 Data Center Property. Highly specialized, secure single or multi-tenant facilities used for housing a large number of computer
servers and the key infrastructure, including generators and heating, ventilation and air conditioning, or HVAC systems, necessary to power and cool the servers. 
  

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 Debt Service Coverage Ratio. The ratio of (a) Net Operating Income determined
for the preceding fiscal quarter multiplied by four (4) divided by (b) the greater of (i) the Implied Debt Service and (ii) an amount equal to the actual annual principal of and interest on the Loans that was due during the
twelve (12) month period ending on the date of such determination. 
 Default. See §12.1. 
 Default Rate. See §4.12. 
 Delinquent Lender. See §14.5(c). 
 Derivatives Contract. Any
and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or
subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under
any such master agreement. 
 Derivatives Termination Value. In respect of any one or more Derivatives Contracts, after
taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in
accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include the Agent or any Lender). 
 Development Property. Real Estate currently under development that has not become a Stabilized Property or on which the improvements related to the development have not been completed, provided
that such a Development Property on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenants improvements) for at least twenty-four (24) months shall cease to constitute a
Development Property notwithstanding the fact that such Property has not become a Stabilized Property, and shall be considered a Stabilized Property for the purposes of the calculation of Gross Asset Value. 
  

 9 








 Distribution. Any (a) dividend or other distribution, direct or indirect, on
account of any Equity Interest of Borrower or Guarantor or any of its Subsidiaries now or hereafter outstanding, except a dividend payable solely in Equity Interests of identical class to the holders of that class; (b) redemption, conversion,
exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of Borrower or Guarantor or any of its Subsidiaries now or hereafter outstanding; and (c) payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of Borrower or Guarantor or any of its Subsidiaries now or hereafter outstanding. 
 Dollars or $. Dollars in lawful currency of the United States of America. 
 Domestic Lending Office. Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter,
such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans. 
 Drawdown Date. The Closing Date, the date on which any Advance is made, the date on which any Loan is converted to another Type of Loan in accordance with this Agreement, the Primary Commitment Increase Date, or the Commitment
Increase Date, as applicable. 
 EBITDA. With respect to a Person for any period (without duplication): The net income
(or loss) before (i) interest, income taxes, depreciation, and amortization expense, as reported by such Person and its Subsidiaries on a consolidated basis in accordance with GAAP and (ii) any other non-cash expense to the extent not
actually paid as a cash expense. EBITDA also shall exclude extraordinary gains and losses (including but not limited to gains (and loss) on the sale of assets) and distributions to minority owners. EBITDA attributable to equity interests shall be
excluded but EBITDA shall include a Person’s Equity Percentage of net income (or loss) from Unconsolidated Affiliates plus its Equity Percentage of interest, depreciation and amortization expense from Unconsolidated Affiliates. 
 Eligible Assignee means (i) any Lender, any Affiliate of any Lender and any Approved Fund, and (ii) any commercial bank,
insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans in the ordinary course. Each Eligible Assignee must
execute a confidentiality agreement in form similar to the agreement executed by the Agent and shall not be affiliated directly or indirectly with an entity that is a competitor of the Borrower, the Guarantor, the REIT or any of their Subsidiaries.

 Employee Benefit Plan. Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed
to by Guarantor or any ERISA Affiliate, other than a Multiemployer Plan. 
 Environmental Engineer. AEI Consultants or
another firm of independent professional engineers or other scientists generally recognized as expert in the detection, analysis and remediation of Hazardous Substances and related environmental matters and acceptable to the Agent in its reasonable
discretion. 
  

 10 








 Environmental Laws. As defined in the Indemnity Agreement. 
 Equity Interests. With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person,
any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of
capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such
Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of
determination. 
 Equity Offering. The issuance and sale after the Closing Date by Guarantor or any of its Subsidiaries
or REIT of any equity securities of such Person. 
 Equity Percentage. The aggregate ownership percentage of a Person or
its Subsidiaries in each Unconsolidated Affiliate. 
 ERISA. The Employee Retirement Income Security Act of 1974, as
amended and in effect from time to time. 
 ERISA Affiliate. Any Person which is treated as a single employer with
Guarantor or its Subsidiaries under §414 of the Code. 
 ERISA Reportable Event. A reportable event with respect to
a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived. 
 Event of Default. See §12.1. 
 Facebook. Facebook, Inc., a
Delaware corporation. 
 Facebook Lease. The Deed of Lease dated as of February 5, 2009, by and between Facebook,
as tenant, and Borrower, as landlord, as amended by that certain First Amendment to Lease dated as of July 22, 2009, as further amended by that certain Second Amendment to Lease dated as of August 3, 2009. 
 Federal Funds Effective Rate. For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of
1%)) announced by the Federal Reserve Bank of Boston on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such
Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the “Federal Funds Effective Rate.” 
  

 11 








 Fund. Any Person (other than a natural person) that is engaged in making,
purchasing, holding or otherwise investing in commercial real estate loans and similar extensions of credit in the ordinary course of business. 
 GAAP. Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and
(b) consistently applied with past financial statements of the Person adopting the same principles. 
 Grizzly
Loan. The loan evidenced by the Credit Agreement dated as of October 24, 2008 by and among Grizzly Ventures LLC as Borrower, DuPont Fabros Technology, L.P. as Guarantor, KeyBank National Association as Agent for itself and the other lenders
parties thereto, as may be amended, supplemented, substituted, renewed, extended or otherwise modified in whole or in part from time to time and all documents, instruments and agreements executed in connection therewith. 
 Gross Asset Value. On a consolidated basis for Guarantor and its Subsidiaries, Gross Asset Value shall mean the sum of (without
duplication with respect to any Real Estate): 
 (i) the Appraised Value of any Real Estate owned by Guarantor or any of its
Subsidiaries which is a Stabilized Property; plus 
 (ii) the book value determined in accordance with GAAP of all Development
Properties owned by Guarantor or any of its Subsidiaries; plus 
 (iii) the aggregate amount of all Unrestricted Cash and Cash
Equivalents of Guarantor and its Subsidiaries as of the date of determination; plus 
 (iv) the book value determined in
accordance with GAAP of Land Assets of Guarantor and its Subsidiaries. 
 Development Properties that have just become Stabilized Properties and
newly acquired properties may be included at book value determined in accordance with GAAP for up to ninety (90) days pending determination of the Appraised Value. Gross Asset Value will be adjusted, as appropriate, for acquisitions,
dispositions and other changes to the portfolio during the calendar quarter most recently ended prior to a date of determination. All income, expense and value associated with assets included in Gross Asset Value disposed of during the calendar
quarter period most recently ended prior to a date of determination will be eliminated from calculations. Additionally, without limiting or affecting any other provision hereof, Gross Asset Value shall not include any income or value associated with
Real Estate which is not operated or intended to be operated principally as a Data Center Property. Gross Asset Value will be adjusted to include an amount equal to Guarantor’s or any of its Subsidiaries’ pro rata share (based upon a
Person’s Equity Percentage in any Unconsolidated Affiliate) of the Gross Asset Value attributable to any of the items listed above in this definition owned by such Unconsolidated Affiliate. 
 Guaranteed Pension Plan. Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by
Guarantor or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan. 
  

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 Guarantor. As defined in the preamble. 
 Guaranty. The Guaranty dated the date hereof given by Guarantor to and for the benefit of Agent and the Lenders as the same may be
modified, amended or ratified, such Guaranty to be in form and substance satisfactory to the Agent. 
 Hazardous
Substances. As defined in the Indemnity Agreement. 
 Hedge Obligations. All obligations of Borrower to any Lender
Hedge Provider to make any termination payments under any agreement with respect to an interest rate swap, collar, cap or floor or a forward rate agreement or other agreement regarding the hedging of interest rate risk exposure of the Obligations
only, and any confirming letter executed pursuant to such hedging agreement, all as amended, restated or otherwise modified, including, without limitation, the Interest Rate Protection Agreement (but excluding the Interest Rate Protection Agreement
to the extent such Interest Rate Protection Agreement is issued by any party other than TD or a Lender Hedge Provider). 
 Implied Debt Service. On any date of determination, an amount equal to the annual principal and interest payment sufficient to amortize in full during a twenty-five (25) year period, a loan in an amount equal to the sum of the
aggregate principal balance of the Loans as of such date, calculated using an interest rate equal to the greater of (a) the then current annual yield on ten (10) year obligations issued by the United States Treasury most recently prior to
the date of determination as announced on Bloomberg.com or another reliable source selected by the Agent plus four and one-quarter percent (4.25%), (b) a rate per annum equal to the effective “all-in” interest rate for the Outstanding
Loans assuming a rate of current LIBOR plus four and one-quarter percent (4.25%) or the actual “all-in” swapped interest rate for the Outstanding Loans pursuant to the Interest Rate Protection Agreement, and (c) seven percent
(7.0%). 
 Increase Notice. See §2.11(a). 
 Indebtedness. With respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all
obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than one hundred eighty (180) days past due); (b) all obligations of such Person, whether or not
for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money
indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered;
(c) obligation of such Person as a lessee or obligor under a Capitalized Lease; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment);
(e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a

  

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binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests), (g) net obligations under any Derivatives Contract not
entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for
guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of “special purpose entity” covenants, and other similar exceptions to recourse liability until a claim is made with respect
thereto, and then shall be included only to the extent of the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness”
hereunder, any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of a Person or otherwise to maintain net worth, solvency or other financial condition of a
Person, to purchase indebtedness, or to assure the owner of indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make
payment of the indebtedness held by such owner or otherwise; (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property
or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (j) such Person’s pro rata share of the Indebtedness (based upon its Equity
Percentage in such Unconsolidated Affiliates) of any Unconsolidated Affiliate of such Person. “Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FAS 141, as issued by the Financial Accounting Standards Board
in June of 2001. 
 Indemnity Agreement. The Indemnity Agreement Regarding Hazardous Materials of even date herewith
made by Borrower and Guarantor in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which Borrower and Guarantor agree to indemnify the Agent and the Lenders with respect to Hazardous Substances and
Environmental Laws, which shall be in form and substance satisfactory to Agent. 
 Indemnity and Guaranty Agreement. The
Indemnity and Guaranty Agreement dated of even date herewith made by Guarantor in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, such Indemnity and Guaranty Agreement to be in form and substance satisfactory to
the Agent. 
 Independent Director/Manager. An individual who shall not have been at the time of such individual’s
initial appointment, and may not have been at any time during the preceding five years, and shall not be at any time while serving as an Independent Director/Manager of an SPE Entity or Borrower if a single member limited liability company or, if
applicable, either (a) a shareholder of, or an officer, director, partner or employee of, Guarantor, Borrower or any SPE Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (b) a customer of, or
supplier to, Guarantor, Borrower or any SPE Entity or any of their respective shareholders, partners, members, subsidiaries or Affiliates, (c) a person or other entity controlling, controlled by or under common control with any such
shareholder, officer, director, partner, member, employee, supplier or customer, or (d) a member of the immediate family of any such shareholder, officer, director, partner, member, employee, supplier or customer. 
  

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 Insurance Proceeds. All insurance proceeds, damages and claims and the right thereto
under any insurance policies relating to any portion of any Collateral, net of all reasonable and customary amounts actually expended to collect the same. 
 Interest Expense. For any period with respect to Guarantor and its Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without duplication), excluding
non-cash interest expense but including capitalized interest (less capitalized interest not paid to third parties) not funded under a construction loan, together with the interest portion of payments on Capitalized Leases, plus
(b) Guarantor’s and its respective Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period. 
 Interest Payment Date. As to each Base Rate Loan, the seventh (7th) day of each calendar month during the term of such Base Rate Loan. As to each LIBOR Rate Loan, the
last day of each Interest Period relating thereto. 
 Interest Period. With respect to each LIBOR Rate Loan
(a) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and ending one month thereafter and (b) thereafter, each period commencing on the day following the last day of the next preceding Interest Period applicable
to such Loan and ending one month thereafter; provided that all of the foregoing provisions relating to Interest Periods are subject to the following: 
 (i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar
month, in which case such Interest Period shall end on the next preceeding LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, as determined conclusively by the Agent in accordance with the then current bank
practice in London; 
 (ii) [intentionally omitted] 
 (iii) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the applicable calendar month; and 
 (iv) no Interest Period relating to any LIBOR Rate Loan shall extend beyond the Maturity Date. 
 Interest Rate Protection Agreement. The interest rate protection or interest rate swap agreement(s) (including, without limitation,
supplements, extensions and renewals thereto) to be entered into by and between Borrower and TD or an issuer acceptable to Agent in its sole discretion, which agreement shall be (i) in form and substance satisfactory to Agent in its sole
discretion and (ii) executed within one hundred twenty (120) days following the date of this Agreement. 
 Investments. With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances, or extensions of credit to, or
contributions to the capital of, any other Person, all

  

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purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other
investments; provided, however, that the term “Investment” shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, or (ii) current trade and
customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall
be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each Investment any amount received as a return of
capital; (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause
(a) may be deducted when paid; and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof. 
 Land Assets. Land with respect to which the commencement of grading, construction of improvements (other than improvements that are not material and are temporary in nature) or infrastructure has
not yet commenced and for which no such work is reasonably scheduled to commence within the following twelve (12) months. 
 Leased Rate. With respect to Real Estate at any time, the ratio, expressed as a percentage, of (a) the Net Rentable Area of such Real Estate actually leased by tenants that are not affiliated with Borrower or Guarantor and
paying rent at rates generally prevailing at the time the applicable lease was entered into, pursuant to binding leases as to which no default has occurred and has continued unremedied for 30 or more days to (b) the aggregate Net Rentable Area
of such Real Estate. 
 Leases. The collective reference to all leases, subleases, licenses and occupancy agreements
(whether written or oral) affecting the Mortgaged Property or any part thereof now existing or hereafter executed and all amendments, modifications or supplements thereto approved in writing by Agent (but only if such approval is required pursuant
to and given in accordance with §7.13). 
 Lender Hedge Provider. With respect to any Hedge Obligations, any
counterparty thereto that, at the time the applicable hedge agreement was entered into, was a Lender or an Affiliate of a Lender. 
 Lenders. TD, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any participant as described in §18), the
initial Lenders being identified on Schedule 1.1 hereto. 
 LIBOR. For any LIBOR Rate
Loan for any Interest Period, the greater of (a) one and one-half percent (1.5%) and (b) the rate of interest for deposits in U.S. dollars (rounded upwards, at Agent’s option, to the next 100th of one percent) equal to the British Bankers’ Association
London Interbank Offered Rate (“BBA LIBOR”) for a period with a maturity equal to one month as published by Bloomberg (or such other commercially available source providing quotations of BBA LIBOR as designated by Agent from time to time)
at approximately 11:00 a.m.,

  

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London time, on the day that is two (2) London Business Days preceding the first day of such Interest Period; provided, however, (i) if more than one BBA LIBOR is specified, the
applicable rate shall be the arithmetic mean of all such rates or (ii) if, for any reason, such rate is not published by Bloomberg (or such other source designated by Agent as set forth above), the rate for such Interest Period will be
determined by Agent to be the average rate per annum at which deposits in U.S. dollars are offered for a period with a maturity equal to one month by major banks in London, selected by Agent, at approximately 11:00 a.m., London time, on the day that
is two (2) London Business Days prior to the first day of such Interest Period. 
 LIBOR Business Day. Any day on
which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England. 
 LIBOR Lending Office. Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that shall be making or
maintaining LIBOR Rate Loans. 
 LIBOR Rate Loans. Loans bearing interest by reference to LIBOR. 
 Lien. See §8.2. 
 Loan Documents. This Agreement, the Notes, the Guaranty, the Indemnity and Guaranty Agreement, the Interest Rate Protection Agreement (but only to the extent such Interest Rate Protection Agreement
is issued by TD or a Lender Hedge Provider), the Security Documents and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of Borrower or Guarantor in connection with the Loans. 
 Loan or Loans. An individual loan or the aggregate loans, as the case may be, made by the Lenders hereunder in the maximum principal
amount contemplated by §2.2 (as such maximum principal amount may be increased pursuant to §2.10 and/or §2.11 hereof). 
 Lock-Out Period. The period from the date of this Agreement through and including November 30, 2010. 
 Management Agreements. Any agreement, whether written or oral, providing for the management of the Mortgaged Property. 
 Managing Member. Safari Ventures LLC, a Delaware limited liability company. 
 Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of (i) Borrower or (ii) Guarantor and its Subsidiaries considered
as a whole; (b) the ability of Borrower or Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders
thereunder. 
 Maturity Date. December 2, 2014, or such earlier date on which the Loan shall become due and payable
pursuant to the terms hereof. 
  

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 Moody’s. Moody’s Investor Service, Inc. 
 Mortgaged Property. That certain property owned by Borrower and located at 44521 Hastings Drive, Ashburn Corporate Center, Ashburn,
Virginia, upon which is located ACC5 Phase I and ACC5 Phase II and upon which will be located ACC6; provided, however, in the event any portion of the Mortgaged Property is released pursuant to the terms of §34 hereof, the term “Mortgaged
Property” shall refer solely to the remaining Mortgaged Property after giving effect to such release. 
 Mortgage.
The Deed of Trust and Security Agreement of even date herewith from Borrower to a trustee named therein acting on behalf of the Agent for the benefit of the Lenders, as the same may be modified or amended, pursuant to which Borrower has conveyed or
granted a mortgage lien upon or a conveyance in fee simple (or of a leasehold, if applicable) of the Mortgaged Property as security for the Obligations, which shall be in form and substance satisfactory to Agent. 
 Multiemployer Plan. Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by Guarantor or
any ERISA Affiliate. 
 Net Income (or Loss). With respect to any Person (or any asset of any Person) for any period,
the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP. 
 Net Offering
Proceeds. The gross cash proceeds received by Guarantor or any of its Subsidiaries or REIT as a result of an Equity Offering less the customary and reasonable costs, expenses and discounts paid by Guarantor or such Subsidiary or REIT in
connection therewith. 
 Net Operating Income. For a given period, an amount equal to the sum of (a) the rents,
common area reimbursements and other income for the Mortgaged Property for such period received in the ordinary course of business from tenants in occupancy (excluding pre-paid rents and revenues and security deposits except to the extent applied in
satisfaction of tenants’ obligations for rent) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of the Mortgaged Property for such period, including, but not limited to, taxes,
assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising,
marketing and other expenses incurred in connection with the Mortgaged Property, but specifically excluding general overhead expenses of Guarantor and its Subsidiaries and any property management fees), minus (c) the greater of
(i) actual third party property management expenses of the Mortgaged Property or (ii) an amount equal to three percent (3.0%) of the gross revenues from the Mortgaged Property, minus (d) all rents, common area
reimbursements and other income for the Mortgaged Property received from tenants in default of obligations under their lease or with respect to leases as to which the tenant or any guarantor thereunder is subject to any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding. Net Operating Income shall be adjusted to remove the impact of any impact of straight lining of rents pursuant to FAS 141, as issued by the
Finance Accounting Standards

  

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Board in June of 2001. Solely for the purpose of calculating the Debt Service Coverage Ratio for the release of the balance of the amounts on deposit in the Cash Collateral Account pursuant to
Section 2.7(c) hereof, clause (c) in this definition of Net Operating Income shall be disregarded. 
 Net Rentable
Area. With respect to any Real Estate, the megawatts of critical load power available for use by tenants determined in accordance with the Rent Roll for such Real Estate, the manner of such determination to be reasonably consistent for all Real
Estate of the same type unless otherwise approved by the Agent. 
 Note. A promissory note made by Borrower in favor of
a Lender in the principal face amount equal to such Lender’s Commitment, in substantially the form of Exhibit A hereto. 
 Notice. See §19. 
 Obligations. All indebtedness, obligations and liabilities of Borrower to any
of the Lenders or the Agent, individually or collectively, under this Agreement or any of the other Loan Documents or in respect of any of the Loans or the Notes, or other instruments at any time evidencing any of the foregoing, whether existing on
the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.

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

Off-Balance Sheet Obligations. Liabilities and obligations of Guarantor or any of its Subsidiaries or any other Person in respect
of “off-balance sheet arrangements” (as defined in the SEC Off-Balance Sheet Rules) which REIT would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section of REIT’s report on Form 10-Q or Form 10-K (or their equivalents) which REIT is required to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted
therefore). As used in this definition, the term “SEC Off-Balance Sheet Rules” means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg.
5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249). 
 Outstanding. With respect to the Loans, the
aggregate unpaid principal thereof as of any date of determination. 
 Partial Release. See §34. 
 Patriot Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001, as the same may be amended from time to time, and corresponding provisions of future laws. 
 PBGC. The Pension
Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities. 
  

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 Permitted Liens. Liens, security interests and other encumbrances permitted by
§8.2. 
 Person. Any individual, corporation, limited liability company, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof. 
 Plan Assets. Assets of any employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA. 
 Pledge
Agreement. The Cash Collateral Pledge and Security Agreement of even date herewith from Borrower to Agent for the benefit of the Lenders, as the same may be modified or amended, pursuant to which Borrower has conveyed or granted a security
interest upon, inter alia, the Cash Collateral Account and all amounts on deposit therein as security for the Obligations, which shall be in form and substance satisfactory to Agent. 
 Post Closing Agreement. The Post Closing Agreement of even date herewith between Borrower and Agent for the benefit of the Lenders
pursuant to which the Borrower has agreed to obtain and deliver to Agent on a post closing basis certain items that were required to be delivered on or before the Closing Date. 
 Preferred Distributions. For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due
and payable during such period on Preferred Securities issued by Guarantor or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions on Preferred Securities (a) paid or payable solely in Equity
Interests of identical class payable to holders of such class of Equity Interests; or (b) paid or payable to Guarantor or any of its Subsidiaries. 
 Preferred Securities. With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the
payment of dividends or distribution of assets upon liquidation, or both. 
 Primary Commitment Increase. An increase in
the Total Commitment to not more than $150,000,000.00 pursuant to §2.10(a). 
 Primary Commitment Increase Date.
See §2.10(a). 
 Primary Increase Lenders. See §2.8(c). 
 Power Agreement. That certain Agreement dated as of September 1, 2009 by and between Borrower and Grizzly Ventures LLC (and
acknowledged by Dominion Virginia Power) with respect to certain electrical power sharing arrangements and the facilities relating thereto. 
 Real Estate. All real property at any time owned or leased (as lessee or sublessee) by Guarantor or any of its Subsidiaries, including, without limitation, the Mortgaged Property. 
  

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 Record. The grid attached to any Note, or the continuation of such grid, or any
other similar record, including computer records, maintained by the Agent with respect to any Loan referred to in such Note. 
 Register. See §18.2. 
 REIT. DuPont Fabros Technology, Inc., a Maryland corporation. 

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

 Release. See §6.20(c)(iii). 
 Release Notice. See §34. 
 Release Property. The property
defined in this Agreement as ACC6. As of the date of this Agreement, ACC5 Phase I, ACC5 Phase II and ACC6 are located on a single parcel of property. No subdivision of the Mortgaged Property or creation of any land condominiums (or other type of
property ownership structure) with respect to the Mortgaged Property shall be permitted unless (and only to the extent) necessary in connection with a release pursuant to §34 hereof and, in all cases, subject in all respects to the terms and
conditions of §34 hereof. 
 Rent Roll. A report prepared by Borrower showing for the Mortgaged Property, its
occupancy, lease expiration dates, lease rent and other information in substantially the form presented to Agent prior to the date hereof or in such other form as may be reasonably acceptable to the Agent. 
 Required Lenders. As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than sixty-six
and 7/10 percent (66.7%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Delinquent Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be
redetermined for voting purposes only to exclude the Commitment Percentages of such Delinquent Lenders. 
 Revolving Credit
Agreement. The Credit Agreement dated August 7, 2007, by and among Managing Member, as parent borrower, Rhino Equity LLC, Quill Equity LLC, Lemur Properties LLC, Porpoise Ventures LLC, each a subsidiary borrower, KeyBank National
Association, individually and as agent, and the other banks from time to time a party thereto, as affected by the Consent and Assumption Agreement and as amended, supplemented, substituted, renewed, extended or otherwise modified in whole or in part
from time to time. 
 Revolving Loan Documents. The Revolving Credit Agreement and all other documents, instruments or
agreements now or hereafter executed or delivered by or on behalf of the borrowers thereunder or in connection therewith, as any of the same may be amended, supplemented, substituted, renewed, extended or otherwise modified in whole or in part from
time to time. For the avoidance of doubt, in the event the indebtedness evidenced and/or secured by the Revolving Loan Documents is refinanced in whole or in part, from time to time, by any bond or other financing, any and all documents, instruments
or agreements now or hereafter

  

 21 








 
executed or delivered by or on behalf of the borrowers (and/or any Affiliates of Borrower or Guarantor) thereunder or in connection therewith (as any of the same may be amended, supplemented,
substituted, renewed, extended or otherwise modified in whole or in part from time to time) shall be included in the term “Revolving Loan Documents” hereunder. 
 SEC. The federal Securities and Exchange Commission. 
 Security
Documents. Collectively, the Mortgage, the Assignment of Leases and Rents, the Indemnity Agreement, the Pledge Agreement, the Assignment of Interest Rate Protection Agreement, UCC-1 financing statements and any further collateral assignments to
the Agent for the benefit of the Lenders. 
 Single Purpose Entity. As defined in §7.21. 
 S&P. Standard & Poor’s Ratings Group. 
 SPE Entity. Any Person that is an owner of an equity interest in Borrower which Agent reasonably requires be a Single Purpose
Entity. With respect to Borrower, there are currently no SPE Entities and Agent shall not require the Managing Member to be a SPE Entity. 
 Stabilized Property. A completed project that has achieved a Leased Rate of at least eighty-five percent (85%) for a period of not less than thirty (30) consecutive days, provided that a
Development Property on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenants improvements) for at least twenty-four (24) months shall constitute a Stabilized Property. Once a
project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property. 
 State. A state of
the United States of America and the District of Columbia. 
 Subordination, Attornment and Non-Disturbance Agreement.
An agreement among the Agent, Borrower and a tenant under a Lease pursuant to which such tenant agrees to subordinate its rights under the Lease to the lien or security title of the Mortgage and agrees to recognize the Agent or its successor in
interest as landlord under the Lease in the event of a foreclosure under the Mortgage, and the Agent agrees to not disturb the possession of such tenant, such agreement to be in form and substance reasonably satisfactory to Agent. 
 Subsidiary. For any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of
the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or
other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and
shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP. 
 Taking.
The taking or appropriation (including by deed in lieu of condemnation) of the Mortgaged Property, or any part thereof or interest therein, whether permanently or temporarily, for public or quasi-public use under the power of eminent domain, by
reason of any

  

 22 








 
public improvement or condemnation proceeding, or in any other manner or any damage or injury or diminution in value through condemnation, inverse condemnation or other exercise of the power of
eminent domain. 
 TD. As defined in the preamble hereto. 
 Titled Agents. The Arranger, and any co-syndication agents or documentation agent. 
 Total Commitment. The sum of the Commitments of the Lenders, as in effect from time to time. As of the date of this Agreement, the
Total Commitment is One Hundred Million and No/100 Dollars ($100,000,000.00). The Total Commitment may increase in accordance with §2.10 and §2.11. 
 Trigger Date. The first (1st) day of the calendar quarter immediately succeeding the calendar quarter for which the Debt Service Coverage
Ratio is determined to be at least 1.00:1:00. 
 Type. As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate
Loan. 
 Unconsolidated Affiliate. In respect of any Person, any other Person in whom such Person holds an Investment,
(a) which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such first Person on the
consolidated financial statements of such first Person, or (b) which is not a Subsidiary of such first Person. 
 Unrestricted Cash and Cash Equivalents. As of any date of determination, the sum of (a) the aggregate amount of Unrestricted cash and (b) the aggregate amount of Unrestricted Cash Equivalents (valued at fair market value).
As used in this definition, “Unrestricted” means the specified asset is not subject to any escrow, reserves or Liens or claims of any kind in favor of any Person. 
 Yahoo ACC4 Lease. That certain Deed of Lease by and between Grizzly Ventures LLC and Yahoo!, Inc. dated June 14, 2006, as
amended by a First Amendment thereto dated November 29, 2006, with respect to the lease of certain space within the data center facility owned by Grizzly Ventures LLC, commonly known as ACC4, and located at 44480 Hastings Drive, Ashburn
Corporate Center, Ashburn, Virginia. 
 Yahoo ACC4 Memorandum. That certain Memorandum of Right of First Refusal and
Right of First Negotiation recorded in the land records as Instrument No. 20081027-0063828. 
 §1.2 Rules of
Interpretation. 
 (a) A reference to any document or agreement shall include such document or agreement as amended,
modified or supplemented from time to time in accordance with its terms and the terms of this Agreement. 
  

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 (b) The singular includes the plural and the plural includes the singular. 
 (c) A reference to any law includes any amendment or modification of such law. 
 (d) A reference to any Person includes its permitted successors and permitted assigns. 
 (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the
accounting entity to which they refer. 
 (f) The words “include”, “includes” and “including” are
not limiting. 
 (g) The words “approval” and “approved”, as the context requires, means an approval in
writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted. 
 (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the
Commonwealth of Virginia, have the meanings assigned to them therein. 
 (i) Reference to a particular “§”,
refers to that section of this Agreement unless otherwise indicated. 
 (j) The words “herein”, “hereof”,
“hereunder” and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement. 
 (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of
any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrower or Agent, Borrower, Guarantor, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend
the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of Borrower and Guarantor as in effect prior to such accounting
change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by Borrower, Guarantor, the Agent and the Required Lenders, such financial covenants, ratio and
other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change in accounting principles or procedures had not occurred. 
 §2. THE CREDIT FACILITY. 
 §2.1 [Intentionally Omitted.] 
  

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 §2.2 Commitment to Lend. Subject to the terms and conditions set forth in this
Agreement, each of the Lenders severally agrees to lend to Borrower on the Closing Date the full amount of such Lender’s Commitment. The aggregate principal amount of the Loans shall not exceed the lesser of (a) One Hundred Million and
No/100 Dollars ($100,000,000.00) and (b) sixty percent (60%) of the Appraised Value of the Mortgaged Property as set out in the Appraisal. Notwithstanding the foregoing, the limitation as to the aggregate principal amount of the Loans set
forth in the preceding sentence shall be subject at all times to §2.10 and §2.11. 
 §2.3 [Intentionally
Omitted.]  
 §2.4 [Intentionally Omitted.] 
 §2.5 [Intentionally Omitted.] 
 §2.6 Interest on Loans. 
 (a) Each Base Rate Loan shall bear interest
for the period commencing with the Drawdown Date thereof and ending on the date on which such Base Rate Loan is repaid or is converted to a LIBOR Rate Loan at a rate per annum equal to the greater of (i) the sum of the Applicable Margin plus
the Base Rate and (ii) the sum of LIBOR plus the Applicable Margin. 
 (b) Each LIBOR Rate Loan shall bear interest for
the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus the Applicable Margin. 

(c) Borrower promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto. 
 (d) [intentionally omitted] 
 §2.7 Interest Payments from Cash Collateral Account. (a) Subject to the terms and conditions set forth in this Agreement, a portion of the Advance of the Loan to be funded on the Closing
Date in the amount of Ten Million and No/100 Dollars ($10,000,000) shall be deposited in the Cash Collateral Account and held therein subject to the terms of this §2.7 and the Pledge Agreement. 
 (b) Provided that no Default or Event of Default has occurred and is continuing, on each Interest Payment Date, to the extent there is
insufficient cash flow from the Mortgaged Property to pay the current interest due under the Loans, the Agent shall make payment of such deficiency by charging the Cash Collateral Account in the amount of such unpaid interest, unless Borrower
(i) delivers to Agent a written objection to any such payment by Agent at least two (2) Business Days prior to the applicable Interest Payment Date and (ii) Borrower pays the amounts due on such Interest Payment Date. Notwithstanding
anything to the contrary contained herein, the insufficiency or unavailability of funds in the Cash Collateral Account shall not excuse Borrower from its obligation to pay interest on any Interest Payment Date. Nothing contained herein shall
restrict Agent and/or the Lenders from exercising any rights and/or remedies under this Agreement or any of the other Loan Documents in the event of an Event of Default. 
  


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 (c) In the event that the Debt Service Coverage Ratio for the most recently ended trailing
three (3) months is at least 1.35:1:00, provided no Default or Event of Default exists, the Agent shall promptly release to Borrower the balance of the amounts on deposit in the Cash Collateral Account. 
 §2.8 Funds for Loans. 
 (a) Not later than 1:00 p.m. (Boston time) on any proposed Drawdown Date of any Loans, each of the Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available
funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.2, §2.10 or §2.11, as applicable. Upon receipt of the documents required by §10 and the
satisfaction of the other conditions set forth therein and in §2.7, §2.10 or §2.11, to the extent applicable, the Agent will make available to Borrower the aggregate amount of such Loans made available to the Agent by the Lenders by
crediting such amount to the account of Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment
Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans. In the event of any such
failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to Borrower the amount of its or their Commitment Percentage for
such Loans as provided in §12.5. 
 (b) Unless the Agent shall have been notified by any Lender prior to the applicable
Drawdown Date that such Lender will not make available to Agent such Lender’s Commitment Percentage of a proposed Loan, Agent may in its discretion assume that such Lender has made such Lender’s Commitment Percentage of such proposed Loan
available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan (including such Lender’s Commitment Percentage thereof) available to Borrower, and such
Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify Borrower, and Borrower shall promptly pay such
corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available
by the Agent to Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate.

 (c) Notwithstanding anything to the contrary contained herein, it is acknowledged and agreed that (i) only the Lenders
that are providing additional Commitments in accordance with §2.10 or §2.11 shall be required to fund the Loans attributable to the respective increases in the Total Commitment pursuant to §2.10 or §2.11, as applicable, and
(ii) with

  

 26 








 
respect to any funding of the Loan(s) attributable to the increase of the Total Commitment in accordance with §2.10, the new Lenders providing additional Commitments in accordance with
§2.10 (the “Primary Increase Lenders”) shall fund the entirety of such Loan(s) on the Primary Commitment Increase Date in the full amount of their respective Commitments irrespective of their Commitment Percentages but otherwise
subject to the terms and conditions of §2.8 and §2.10. 
 §2.9 Use of Proceeds. Borrower will use the
proceeds of the Loans solely to (a) pay closing costs in connection with this Agreement; (b) to fund the Cash Collateral Account as contemplated by §2.7 hereof; (c) refinance existing debt in the amount of $25,000,000.00
currently secured by all or a portion of the Mortgaged Property; and (d) replenish the working capital of the Borrower’s owners. 
 §2.10 Primary Increase in Total Commitment. 
 (a) Subject in all
respects to the terms and conditions set forth in this §2.10, the Total Commitment shall be increased (not more than two (2) times) to not more than $150,000,000 (less the sum of any amortization payments required to have been made by the
Primary Commitment Increase Date) on or prior to March 30, 2010, through the procurement of additional Commitments from new Lenders, provided that the amount of any such increase (the “Primary Commitment Increase”) shall be an amount
equal to at least $10,000,000 and increments of $1,000,000 in excess thereof. Agent and Arranger shall use their best efforts to procure such additional Commitments and facilitate such increase in the Total Commitment on or prior to March 30,
2010, and Borrower, Guarantor and their Affiliates shall reasonably cooperate with Agent and Arranger to obtain new Commitments to support any such increase in the Total Commitment provided that Borrower, Guarantor and their Affiliates will
coordinate all such efforts (including, without limitation, any communications (written, electronic or oral) with any prospective lending source) through the Agent and Arranger. Upon the effective date of any increase in the Total Commitment
pursuant to the terms of this §2.10, the Agent shall send a notice to all Lenders informing them of any additional Commitments obtained to increase the Total Commitment in accordance with the terms hereof and setting forth the amount of the
additional Commitment to be provided by each new Lender as well as the revised Commitment Percentages which shall be applicable from and after the effective date of the Primary Commitment Increase specified therein (the “Primary Commitment
Increase Date”), which Primary Commitment Increase Date shall be no later than March 30, 2010. In no event shall any Lender be obligated to provide an additional Commitment. 
 (b) Upon the effective date of any increase in the Total Commitment pursuant to this §2.10, the Agent may unilaterally revise
Schedule 1.1, and Borrower shall execute and deliver to the Agent new Notes for each new Lender in the principal amount of such new Lender’s Commitment. Such new Notes shall be dated as of the Primary Commitment Increase Date and shall
otherwise be in substantially the form of the existing Notes. Within five (5) days of issuance of any new Notes pursuant to this §2.10(b), Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to
the due authorization, execution and delivery of such new Notes and the enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. 
  

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 (c) Notwithstanding anything to the contrary contained herein, the obligation of the Agent
and the Lenders to increase the Total Commitment pursuant to this §2.10 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment:

 (i) No Default. On the date any such increase becomes effective, both immediately before and after the Total
Commitment is increased, there shall exist no Default or Event of Default. 
 (ii) Representations True. The
representations and warranties made by the Borrower and Guarantor in the Loan Documents or otherwise made by or on behalf of the Borrower or Guarantor in connection therewith or after the date thereof shall have been true and correct in all material
respects when made and shall also be true and correct in all material respects on the date the Total Commitment is increased, both immediately before and after the Total Commitment is increased. 
 (iii) Amendments to Loan Documents. Borrower shall execute and/or deliver (or cause to be delivered) to Agent and the Lenders such
amendments to the Loan Documents (including, without limitation, the Security Documents) upon such terms and conditions (including, without limitation, the procedures governing the disbursement of funds) as the Agent, Lenders and Borrower agree.

 (iv) Additional Documents and Expenses. Borrower shall execute and/or deliver (or cause to be delivered) to Agent and
the Lenders such additional documents, reinsurance agreements, instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute discretion, including, without limitation, a Compliance Certificate, demonstrating
compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase, and customary title affidavits and indemnities in order to obtain any mortgagee title insurance policy or any
endorsements or updates to any mortgagee’s title insurance policy, and Borrower shall pay the cost of any mortgagee’s title insurance policy or any endorsement or update thereto or any updated UCC searches, all recording costs and fees,
any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are demanded in connection with such increase, and any and all other all costs, expenses and fees incurred by
Agent (including, without limitation, reasonable attorneys’ fees and disbursements) and all appraisal costs in connection with the matters contemplated hereby. 
 (v) Loan-To-Value Test. The principal amount of the Loans immediately after giving effect to the Primary Commitment Increase under this §2.10 shall not exceed sixty percent (60%) of the
Appraised Value of the Mortgaged Property. 
 (vi) Commitments. At least one (1) Eligible Assignee, but not more
than two (2) Eligible Assignees, shall provide, in each case, a new Commitment in an amount of not less than $10,000,000. For purposes of this §2.10, an Eligible Assignee shall not be a Lender or an Affiliate of any Lender as of the date
of this Agreement. Any Eligible Assignee that desires to provide such Commitment and become a new Lender under this Agreement shall (A) provide Agent with a written commitment letter specifying the amount of the Commitment it is

  

 28 








 
willing to provide on the Primary Commitment Increase Date (but in no event shall the amount of such Commitment be less than $10,000,000) and (B) be acceptable to Agent, Arranger and
Borrower. If the requested increase is oversubscribed, then the Agent and the Arranger shall allocate the Primary Commitment Increase among the Eligible Assignees who provide such commitment letters on such basis as the Agent and the Arranger shall
determine in their sole discretion. 
 (vii) Facility Fees. Borrower shall pay the facility fees due to any Eligible
Assignee that provides the Commitment(s) set forth in (vi) above in connection with such increase in the Total Commitment (which shall be in addition to the fees paid to Agent or Arranger pursuant to the Agreement Regarding Fees). 

(viii) Other. Borrower shall satisfy such other conditions to such increase as Agent may require in its reasonable discretion.

 If all of the foregoing conditions are not fully and completely satisfied on or prior to March 30, 2010, then the terms and provisions
of this §2.10 shall become immediately null and void and of no further force or effect. 
 §2.11 Additional
Increase in Total Commitment. 
 (a) Provided that no Default or Event of Default has occurred and is continuing, subject to
the terms and conditions set forth in this §2.11, Borrower shall have the option (to be exercised no more than two (2) times) at any time after March 30, 2010 and from time to time before June 30, 2012 to request an increase in
the Total Commitment to not more than $250,000,000.00 (less the sum of any amortization payments required to have been made by the Commitment Increase Date) by giving written notice to the Agent (an “Increase Notice”; and the amount of
such requested increase is the “Commitment Increase”), provided that any such increase shall be an amount equal to at least $10,000,000.00 and increments of $1,000,000.00 in excess thereof. Upon receipt of any Increase Notice, the
Agent shall consult with Arranger and shall notify Borrower of the amount of facility fees to be paid to any Lenders who provide an additional Commitment in connection with such increase in the Total Commitment (which shall be in addition to the
fees to be paid to Agent or Arranger pursuant to the Agreement Regarding Fees). If Borrower agrees to pay the facility fees so determined, then the Agent shall send a notice to all Lenders (the “Additional Commitment Request Notice”)
informing them of Borrower’s request to increase the Total Commitment and of the facility fees to be paid with respect thereto. Each Lender who desires to provide an additional Commitment upon such terms shall provide Agent with a written
commitment letter specifying the amount of the additional Commitment by which it is willing to provide prior to such deadline as may be specified in the Additional Commitment Request Notice. If the requested increase is oversubscribed then the Agent
and the Arranger shall allocate the Commitment Increase among the Lenders who provide such commitment letters on such basis as the Agent and the Arranger shall determine in their sole discretion. If the additional Commitments so provided are not
sufficient to provide the full amount of the Commitment Increase requested by Borrower, then the Agent, Arranger or Borrower may, but shall not be obligated to, invite one or more Eligible Assignees (which Eligible Assignees shall be acceptable to
Agent, Arranger and Borrower) to become a Lender and provide an additional Commitment. The Agent shall provide all Lenders with a notice

  

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setting forth the amount, if any, of the additional Commitment to be provided by each Lender and the revised Commitment Percentages which shall be applicable after the effective date of the
Commitment Increase specified therein (the “Commitment Increase Date”). In no event shall any Lender be obligated to provide an additional Commitment. It is intended that the economics of any Commitment Increase shall be on the same terms
as those offered to the Lenders in connection with the origination of the Loan; however, in the event the economics offered to any Lenders providing additional Commitments are more favorable than those offered to the Lenders in connection with the
origination of the Loan, all of the Lenders will receive the benefit of the more favorable terms. 
 (b) Upon the effective
date of the increase in the Total Commitment pursuant to this §2.11 the Agent may unilaterally revise Schedule 1.1 and Borrower shall execute and deliver to the Agent new Notes for each Lender whose Commitment has changed so that the
principal amount of such Lender’s Note shall equal its Commitment. The Agent shall deliver such replacement Notes to the respective Lenders in exchange for the Notes replaced thereby which shall be surrendered by such Lenders. Such new Notes
shall provide that they are replacements for the surrendered Notes and that they do not constitute a novation, shall be dated as of the Commitment Increase Date and shall otherwise be in substantially the form of the replaced Notes. Within five
(5) days of issuance of any new Notes pursuant to this §2.11(b), Borrower shall deliver an opinion of counsel, addressed to the Lenders and the Agent, relating to the due authorization, execution and delivery of such new Notes and the
enforceability thereof, in form and substance substantially similar to the opinion delivered in connection with the first disbursement under this Agreement. The surrendered Notes shall be canceled and returned to Borrower. 
 (c) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders to increase the Total Commitment
pursuant to this §2.11 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment: 
 (i) No Default. On the date any Increase Notice is given and on the date such increase becomes effective, both immediately before
and after the Total Commitment is increased, there shall exist no Default or Event of Default. 
 (ii) Representations
True. The representations and warranties made by the Borrower and Guarantor in the Loan Documents or otherwise made by or on behalf of the Borrowers or Guarantor in connection therewith or after the date thereof shall have been true and correct
in all material respects when made and shall also be true and correct in all material respects on the date of such Increase Notice and on the date the Total Commitment is increased, both immediately before and after the Total Commitment is
increased. 
 (iii) Amendments to Loan Documents. Borrower shall execute and/or deliver (or cause to be delivered) to
Agent and the Lenders such amendments to the Loan Documents (including, without limitation, the Security Documents) upon such terms and conditions (including, without limitation, the procedures governing the disbursement of funds) as the Agent,
Lenders and Borrower agree. 
  

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 (iv) Additional Documents and Expenses. Borrower shall execute and/or deliver (or
cause to be delivered) to Agent and the Lenders such additional documents, reinsurance agreements, instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute discretion, including, without limitation, a
Compliance Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase, and customary title affidavits and indemnities in order to obtain any mortgagee
title insurance policy or any endorsements or updates to any mortgagee’s title insurance policy, and Borrower shall pay the cost of any mortgagee’s title insurance policy or any endorsement or update thereto or any updated UCC searches,
all recording costs and fees, any and all intangible taxes or other documentary or mortgage taxes, assessments or charges or any similar fees, taxes or expenses which are demanded in connection with such increase, and any and all other all costs,
expenses and fees incurred by Agent (including, without limitation, reasonable attorneys’ fees and disbursements) and all appraisal costs in connection with the matters contemplated hereby. 
 (v) Appraisal. The Agent shall have received a new Appraisal of the Mortgaged Property in form and substance satisfactory to
Required Lenders, and the Required Lenders shall have determined the Appraised Value for the Mortgaged Property. 
 (vi)
Loan-To-Value and Debt Service Coverage Tests. The principal amount of the Loans immediately after giving effect to the Commitment Increase under this §2.11 shall not (1) exceed fifty percent (50%) of the Appraised Value (as
determined by the Appraisal of the Mortgaged Property delivered to, and approved by, Agent as set forth in (v) above) of the Mortgaged Property and (2) exceed such amount as will result in a “Debt Service Coverage Ratio” of at
least 1.65 to 1.00. 
 (vii) Other. Borrower shall satisfy such other conditions to such increase as Agent may require
in its reasonable discretion. 
 §3. REPAYMENT OF THE LOANS. 
 §3.1 Stated Maturity. Borrower promises to pay on the Maturity Date and there shall become absolutely due and payable on the Maturity Date all of the Loans outstanding on such date, together
with any and all accrued and unpaid interest thereon. 
 §3.2 Mandatory Prepayments. (a) In the event there
shall have occurred a casualty with respect to the Mortgaged Property and Borrower is required to repay the Loans pursuant to §7.7 or a Taking and Borrower is required to repay the Loans pursuant to the Mortgage or §7.7, Borrower shall
prepay the Loans concurrently with the date of receipt by Borrower or the Agent of any Insurance Proceeds or Condemnation Proceeds in respect of such casualty or Taking, as applicable, or as soon thereafter as is reasonably practicable, in the
amount required pursuant to the relevant provisions of §7.7 or the Mortgage. 
 (b) In the event there shall have occurred,
directly or indirectly, any Change of Control (or any direct or indirect sale, transfer, exchange, assignment or pledge of or grant of any security interest in any direct or indirect ownership interests in Borrower that would result in a Change of
Control (or could result in a Change of Control if the assignee, pledgee, grantee or

  

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other such party were to exercise its rights)), Agent may, at Agent’s option (in Agent’s sole discretion), or Agent shall, upon request of the Required Lenders, require Borrower to
repay upon receipt by Borrower of a written demand therefor from Agent all of the Obligations (and the Hedge Obligations) outstanding on such date, including, without limitation, all principal and all accrued and unpaid interest thereon, and all
costs and expenses, provided, however, in the event that the REIT goes private the Obligations shall automatically be accelerated without the requirement of any demand by the Agent unless the Borrower has obtained the prior written consent to such
change in the status of the REIT from all of the Lenders. 
 §3.3 Optional Prepayments. 
 (a) Borrower may not voluntarily prepay the Notes in whole or in part at any time prior to the expiration of the Lock-Out Period, nor shall
the Lenders be obligated to accept any such prepayment tendered by Borrower. After the expiration of the Lock-Out Period, Borrower shall have the right, at its election, to prepay the outstanding amount of the Loans, as a whole or in part, at any
time without penalty or premium. In connection with any prepayment of the Loan permitted hereunder (but not including any payments as a result of the application of casualty and condemnation proceeds so long as no Event of Default exists), Borrower
shall pay Agent for the account of the Lenders any sums that may be due under §4.8. 
 (b) Borrower shall give the Agent,
no later than 10:00 a.m. (Boston time) at least three (3) days prior written notice of any prepayment pursuant to this §3.3, in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid
(provided that any such notice may be revoked or modified upon one (1) Business Day’s prior notice to the Agent). 
 §3.4 Partial Prepayments. Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof, shall be accompanied by the payment of
accrued interest on the principal prepaid to the date of payment and shall be applied first to the principal of Base Rate Loans, and then to the principal of LIBOR Rate Loans. 
 §3.5 Additional Principal Payments. Commencing on the earlier of (i) the Trigger Date and
(ii) June 30, 2011, and on the first (1st) day of each calendar quarter thereafter, Borrower shall pay to Agent for the account of the Lenders as a prepayment of principal of the Loans an amount equal to $1,300,000.00, together with any amounts due pursuant to §4.8.

 §3.6 Effect of Prepayments. Any portion of the Loans that is prepaid may not be reborrowed. 
 §4. CERTAIN GENERAL PROVISIONS. 
 §4.1 Conversion Options. 
 (a) Except as set forth in this §4.1, §4.6 and §4.7 hereof, all
of the outstanding Loans shall bear interest as a LIBOR Rate Loan and Borrower shall not have the option to convert any of its outstanding Loans to a Loan of another Type. 
  


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 (b) [intentionally omitted] 
 (c) Each LIBOR Rate Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan for a full
Interest Period unless such Interest Period shall be greater than the time remaining until the Maturity Date, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable Interest Period; provided,
however, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending
during the continuance of any Default or Event of Default. 
 §4.2 Fees. Borrower agrees to pay to TD and Agent for
their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to a fee letter dated December 2, 2009 between Borrower, TD and Arranger (the “Agreement Regarding Fees”). Any
annual agency fee payable under the Agreement Regarding Fees shall be paid annually in advance and all such fees shall be fully earned when paid and nonrefundable under any circumstances. 
 §4.3 [Intentionally Omitted.] 
 §4.4 Funds for Payments. 
 (a) All payments of principal, interest,
closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00
p.m. (Boston time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of Borrower with TD, on the dates when the amount thereof shall become
due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders under the Loan Documents. Subject to the foregoing, all payments made to Agent on
behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by Agent. 
 (b) All payments by Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes (other than income
or franchise taxes imposed on any Lender), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political
subdivision thereof or taxing or other authority therein unless Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon Borrower with respect to any amount payable by it hereunder or under any of
the other Loan Documents, Borrower will pay to the Agent, for the account of the Lenders or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in
Dollars as shall be necessary to enable the Lenders or the Agent to receive the same net amount which the Lenders or the Agent would have received on such due date had no such obligation been imposed upon Borrower. Borrower will deliver promptly to
the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by Borrower hereunder or under any other Loan Document. 
  

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 (c) Each Lender organized under the laws of a jurisdiction outside the United States, if
requested in writing by Borrower (but only so long as such Lender remains lawfully able to do so), shall provide Borrower with such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and, which, pursuant to
applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Lender, (ii) the Code, or (iii) any applicable rules or regulations in effect under (i) or (ii) above,
indicates the withholding status of such Lender; provided that nothing herein (including without limitation the failure or inability to provide such form or statement) shall relieve Borrower of its obligations under §4.4(b). In the event
that Borrower shall have delivered the certificates or vouchers described above for any payments made by Borrower and such Lender receives a refund of any taxes paid by Borrower pursuant to §4.4(b), such Lender will pay to Borrower the amount
of such refund promptly upon receipt thereof; provided that if at any time thereafter such Lender is required to return such refund, Borrower shall promptly repay to such Lender the amount of such refund. 
 §4.5 Computations. All computations of interest on the Loans and of other fees to the extent applicable shall be based on a
360-day year (or a 365 day year in the case of Base Rate Loans) and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term “Interest Period” with respect to LIBOR Rate Loans, whenever a
payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The
Outstanding Loans as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount absent manifest error. 
 §4.6 Suspension of LIBOR Rate Loans. In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable
methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period,
the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on Borrower and the Lenders absent manifest error) to Borrower and the Lenders. In such event each LIBOR Rate Loan will automatically, on the last day
of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no
longer exist, whereupon the Agent shall so notify Borrower and the Lenders. 
 §4.7 Illegality. Notwithstanding any
other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or any central bank or other governmental authority having jurisdiction over a Lender or its
LIBOR Lending Office shall assert that it is unlawful, for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances to the Agent

  

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and Borrower and thereupon (a) the commitment of the Lenders to make LIBOR Rate Loans shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted
automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law. Notwithstanding the foregoing, before giving such notice, the applicable Lender
shall designate a different lending office if such designation will void the need for giving such notice and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by Borrower
hereunder. 
 §4.8 Additional Interest. If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a
Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in §12.1, Borrower will pay to the Agent upon demand
for the account of the applicable Lenders in accordance with their respective Commitment Percentages, in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs. Borrower understands, agrees and acknowledges the
following: (i) no Lender has any obligation to purchase, sell and/or match funds in connection with the use of LIBOR as a basis for calculating the rate of interest on a LIBOR Rate Loan; (ii) LIBOR is used merely as a reference in
determining such rate; and (iii) Borrower has accepted LIBOR as a reasonable and fair basis for calculating such rate and any Breakage Costs. Borrower further agrees to pay the Breakage Costs, if any, whether or not a Lender elects to purchase,
sell and/or match funds. 
 §4.9 Additional Costs, Etc. Notwithstanding anything herein to the contrary, if any
present or future applicable law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or
other authority (whether or not having the force of law), shall: 
 (a) subject any Lender or the Agent to any tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, or the Loans (other than taxes based upon or measured by the gross receipts, income or profits
of such Lender or the Agent or its franchise tax), or 
 (b) materially change the basis of taxation (except for changes in
taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or 

(c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law and which are not already reflected in any amounts payable by Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any
Lender, or 
  

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

(i) to increase the cost to any Lender of making, funding, issuing, renewing, extending or maintaining any of the Loans or such
Lender’s Commitment, or 
 (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the
Agent hereunder on account of such Lender’s Commitment or any of the Loans, or 
 (iii) to require any Lender or the Agent
to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the
Agent from Borrower hereunder, then, and in each such case, Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may
arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or
other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent. 
 §4.10 Capital Adequacy. If after the date hereof any Lender determines that (a) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for
banks or bank holding companies or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding company with any
guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such
Lender’s commitment to make Loans hereunder to a level below that which such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s
then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify Borrower. Borrower agrees to pay to such Lender
the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such
Lender may use any reasonable averaging and attribution methods generally applied by such Lender. 
 §4.11 Breakage
Costs. Borrower shall pay all Breakage Costs required to be paid by it pursuant to this Agreement and incurred from time to time by any Lender upon demand within fifteen (15) days from receipt of written notice from Agent, or such earlier
date as may be required by this Agreement. 
  

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 §4.12 Default Interest; Late Charge. Following the occurrence and during the
continuance of any Event of Default, and regardless of whether or not the Agent or the Lenders shall have accelerated the maturity of the Loans, all Loans shall bear interest payable on demand at a rate per annum equal to four percent
(4.0%) over the then current rate of interest on the Outstanding Loans (the “Default Rate”), until such amount shall be paid in full (after as well as before judgment), or if any of such amounts shall exceed the maximum rate permitted
by law, then at the maximum rate permitted by law. In addition, Borrower shall pay a late charge equal to four percent (4.0%) of the amount of any interest and/or principal payable on the Loans or any other amounts payable hereunder or under
the other Loan Documents, which is not paid by Borrower within ten (10) days of the date when due, provided that no such late charge shall apply to the final payment of principal of the Loans on the Maturity Date. 
 §4.13 Certificate. A certificate setting forth any amounts payable pursuant to §4.8, §4.9, §4.10, §4.11 or
§4.12 and a reasonably detailed explanation of such amounts which are due, submitted by any Lender or the Agent to Borrower, shall be conclusive in the absence of manifest error. 
 §4.14 Limitation on Interest. Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all
agreements between or among Borrower, Guarantor, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any
of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the
Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest
by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds
the unpaid balance of principal of the Obligations, such excess shall be refunded to Borrower. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full period until payment in full of the principal of the Obligations (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by
applicable law. This Section shall control all agreements between or among Borrower, Guarantor, the Lenders and the Agent. 
 §4.15 Certain Provisions Relating to Increased Costs and Non-Funding Lenders. If a Lender gives notice of the existence of the circumstances set forth in §4.7 or any Lender requests compensation for any losses or costs to
be reimbursed pursuant to any one or more of the provisions of §4.4(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.9 or §4.10, then, upon request of Borrower, such
Lender, as applicable, shall use reasonable efforts in a manner consistent with such institution’s practice in connection with loans like the Loan of such Lender to eliminate, mitigate or reduce amounts that would otherwise be payable by
Borrower under the foregoing provisions, provided that such action would not be otherwise prejudicial to such Lender, including, without limitation, by designating another of such Lender’s offices, branches or affiliates; Borrower
agreeing to pay

  

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all reasonably incurred costs and expenses incurred by such Lender in connection with any such action. Notwithstanding anything to the contrary contained herein, if no Default or Event of Default
shall have occurred and be continuing, and if any Lender (a) has given notice of the existence of the circumstances set forth in §4.7 or has requested payment or compensation for any losses or costs to be reimbursed pursuant to any one or
more of the provisions of §4.4(b) (as a result of the imposition of U.S. withholding taxes on amounts paid to such Lender under this Agreement), §4.9 or §4.10 and following the request of Borrower has been unable to take the steps
described above to mitigate such amounts (each, an “Affected Lender”) or (b) has failed to make available to Agent its pro rata share of any Loan and such failure has not been cured (a “Non-Funding Lender”), then, within
thirty (30) days after such notice or request for payment or compensation or failure to fund, as applicable, Borrower shall have the one-time right as to such Affected Lender or Non-Funding Lender, as applicable, to be exercised by delivery of
written notice delivered to the Agent and the Affected Lender or Non-Funding Lender, as applicable, within thirty (30) days of receipt of such notice or failure to fund, as applicable, to elect to cause the Affected Lender or Non-Funding
Lender, as applicable, to transfer its Commitment. The Agent shall promptly notify the remaining Lenders that each of such Lenders shall have the right, but not the obligation, to acquire a portion of the Commitment, pro rata based upon their
relevant Commitment Percentages, of the Affected Lender or Non-Funding Lender, as applicable (or if any of such Lenders does not elect to purchase its pro rata share, then to such remaining Lenders in such proportion as approved by the Agent). In
the event that the Lenders do not elect to acquire all of the Affected Lender’s or Non-Funding Lender’s Commitment, then the Agent shall endeavor to obtain a new Lender to acquire such remaining Commitment. Upon any such purchase of the
Commitment of the Affected Lender or Non-Funding Lender, as applicable, the Affected Lender’s or Non-Funding Lender’s interest in the Obligations and its rights hereunder and under the Loan Documents shall terminate at the date of
purchase, and the Affected Lender or Non-Funding Lender, as applicable, shall promptly execute all documents reasonably requested to surrender and transfer such interest. The purchase price for the Affected Lender’s or Non-Funding Lender’s
Commitment shall equal any and all amounts outstanding and owed by Borrower to the Affected Lender or Non-Funding Lender, as applicable, including principal, and all accrued and unpaid interest or fees. 
 §5. COLLATERAL SECURITY; GUARANTY. 
 §5.1 Collateral; Guaranty. The Obligations shall be secured by a perfected first priority lien and security interest to be held by the Agent for the benefit of the Lenders on the Collateral, pursuant to the terms of the Security
Documents. The Obligations shall be guaranteed by Guarantor pursuant to the Guaranty and the Indemnity and Guaranty Agreement. 
 §5.2 Appraisals; Adjusted Value. 
 (a) Upon Borrower’s request (and at Borrower’s sole expense),
which request may not be made more often than one (1) time in any period of 365 days, Agent shall obtain current Appraisals of each of the Mortgaged Property and the Stabilized Properties. At Agent’s option (or upon request of Required
Lenders), at any time and from time to time, the Agent may on behalf of the Lenders obtain a current Appraisal or an update to an existing Appraisal with respect to the Mortgaged Property and/or any other Real Estate (including, without limitation,
any Stabilized Properties), as applicable. In any such case, said Appraisals will be ordered by

  

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Agent and reviewed and approved by each of the Required Lenders, in order to determine the current Appraised Value of the Mortgaged Property and other Real Estate, as applicable. Notwithstanding
the foregoing, provided an Event of Default has not occurred, to the extent an existing Appraisal has been conducted or updated under the terms of this §5.2 within the preceding forty-five (45) days, Agent agrees to utilize such existing
Appraisal for the purposes required under this Agreement; provided, however, in the event Borrower requests an increase in the Total Commitment pursuant to §2.11 hereof or a release of a Release Property in accordance with §34 hereof,
Agent shall be entitled to a new Appraisal in connection therewith and shall not be required to utilize any existing Appraisal. 
 (b) The expense of such Appraisals and/or updates performed pursuant to this §5.2 shall be borne by Borrower and payable to Agent within ten (10) days of demand; provided Borrower shall not be obligated to pay for an
Appraisal of a property obtained pursuant to the second sentence of §5.2(a) more often than once in any period of twelve (12) months (unless an Event of Default exists in which case Borrower shall bear the expense of any Appraisal (or
update) obtained during the continuance of such Event of Default). Notwithstanding the foregoing, in the event Borrower requests an increase in the Total Commitment pursuant to §2.11 hereof or a release of a Release Property in accordance with
§34 hereof, the cost and expense of any Appraisal and/or updates obtained in connection therewith shall be borne solely by Borrower irrespective of whether Borrower has paid for any prior Appraisal (and/or any prior update to any Appraisal).

 (c) Borrower acknowledges that the Required Lenders have the right to approve any Appraisal performed pursuant to this
Agreement. Borrower further agrees that the Lenders and Agent do not make any representations or warranties with respect to any such Appraisal and shall have no liability as a result of or in connection with any such Appraisal for statements
contained in such Appraisal, including without limitation, the accuracy and completeness of information, estimates, conclusions and opinions contained in such Appraisal, or variance of such Appraisal from the fair value of such property that is the
subject of such Appraisal given by the local tax assessor’s office, or Borrower’s idea of the value of such property. 
 §5.3 Release of Collateral. Upon the refinancing or repayment of the Obligations in full, the Agent shall be entitled to release the Collateral from the lien and security interest of the Security Documents and to release the
Borrower, provided that Agent has not received a notice from the “Representative” (as defined in §14.17) or the holder of the Hedge Obligations that any Hedge Obligation is then due and payable to the holder thereof. 
 §6. REPRESENTATIONS AND WARRANTIES. 
 Borrower and Guarantor represent and warrant to the Agent and the Lenders as follows. 
 §6.1 Corporate
Authority, Etc. 
 (a) Incorporation; Good Standing. Borrower is a Delaware limited liability company duly organized
pursuant to its articles of organization or formation filed with the Delaware Secretary of State, and is validly existing and in good standing under the laws of

  

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Delaware. Borrower (i) has all requisite power to own its property and conduct its business as now conducted and as presently contemplated, and (ii) is in good standing and is duly
authorized to do business in the jurisdictions where the Mortgaged Property is located and in each other jurisdiction where a failure to be so qualified in such other jurisdiction could have a Material Adverse Effect. Guarantor is a Maryland limited
partnership duly organized pursuant to its certificate of limited partnership filed with the Maryland Secretary of State, and is validly existing and in good standing under the laws of Maryland. Guarantor (i) has all requisite power to own its
property and conduct its business as now conducted and as presently contemplated, and (ii) is in good standing and is duly authorized to do business in the jurisdiction of its organization and in each other jurisdiction where a failure to be so
qualified in such other jurisdiction has had or could reasonably be expected to have a Material Adverse Effect. 
 (b)
[Intentionally Omitted.] 
 (c) Authorization. The execution, delivery and performance of this Agreement and the
other Loan Documents to which either Borrower or Guarantor is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings on the part
of such Person, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which such Person is subject or any judgment, order, writ, injunction, license or permit
applicable to such Person, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the limited liability company agreement, partnership agreement,
articles of incorporation or other charter documents or bylaws of, or any agreement or other instrument binding upon, such Person or any of its properties, (v) do not and will not result in or require the imposition of any lien or other
encumbrance on any of the properties, assets or rights of such Person other than the liens and encumbrances in favor of Agent contemplated by this Agreement and the other Loan Documents, and (vi) do not require the approval or consent of any
Person other than those already obtained and delivered to Agent. 
 (d) Enforceability. The execution and delivery of
this Agreement and the other Loan Documents to which any of Borrower or Guarantor is a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and general principles of equity. 
 §6.2 Governmental Approvals. The execution, delivery and performance of this Agreement and the other Loan Documents to which
Borrower or Guarantor is a party and the transactions contemplated hereby and thereby do not require the approval or consent of, or filing or registration with, or the giving of any notice to, any court, department, board, governmental agency or
authority other than those already obtained and the filing of the Security Documents in the appropriate records office with respect thereto. 
 §6.3 Title to Properties. Except as indicated on Schedule 6.3 hereto or other adjustments that are not material in amount, Guarantor and its Subsidiaries own or lease all of the
assets reflected in the consolidated balance sheet of Guarantor as of the Balance Sheet Date

  

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or acquired or leased since that date (except property and assets sold or otherwise disposed of in the ordinary course since that date) subject to no rights of others, including any mortgages,
leases pursuant to which Guarantor or any of its Subsidiaries or any of their Affiliates is the lessee, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens. 
 §6.4 Financial Statements. Borrower has furnished to Agent: (i) the consolidated balance sheet of REIT and its Subsidiaries
as of the Balance Sheet Date and the related consolidated statement of income and cash flow for applicable period certified by the chief financial or accounting officer of REIT, (ii) the balance sheet of Borrower as of the Balance Sheet Date
and the related statement of income for the applicable period certified by the chief financial or accounting officer of REIT, (iii) [intentionally omitted], and (iv) certain other financial information relating to Guarantor, Borrower and
the Mortgaged Property. Such balance sheet and statements have been prepared in accordance with GAAP and fairly present the financial condition of Borrower (but do not include footnotes required by generally accepted accounting principles) and the
consolidated financial condition of REIT and its Subsidiaries as of such dates and the consolidated results of the operations of REIT and its Subsidiaries and the results of operations of Borrower, as applicable, for such periods. There are no
liabilities, contingent or otherwise, of REIT or its Subsidiaries involving material amounts not disclosed in said financial statements or the related notes thereto. 
 §6.5 No Material Changes. Since the Balance Sheet Date or the date of the most recent financial statements delivered pursuant to §7.4, as applicable, there has occurred no materially
adverse change in the financial condition, prospects or business of Borrower or REIT and its Subsidiaries taken as a whole as shown on or reflected in the consolidated balance sheet of REIT or the balance sheet of Borrower, as applicable, as of the
Balance Sheet Date, or its consolidated statement of income or cash flows for the calendar year then ended, other than changes in the ordinary course of business that have not and could not reasonably be expected to have a Material Adverse Effect.
As of the date hereof, except as set forth on Schedule 6.5 hereto, there has occurred no materially adverse change in the financial condition, prospects, operations or business activities of the Mortgaged Property from the condition
shown on the statements of income delivered to the Agent pursuant to §6.4 other than changes in the ordinary course of business that have not had any materially adverse effect either individually or in the aggregate on the business, prospects,
operation or financial condition of the Mortgaged Property. 
 §6.6 Franchises, Patents, Copyrights, Etc. Borrower
and Guarantor possess all franchises, patents, copyrights, trademarks, trade names, service marks, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of their business substantially as now conducted without known
conflict with any rights of others. The Mortgaged Property is not owned or operated under or by reference to any registered or protected trademark, trade name, service mark or logo. 
 §6.7 Litigation. Except as stated on Schedule 6.7, there are no actions, suits, proceedings or investigations of any
kind pending or, to the knowledge of Borrower or Guarantor, threatened against Borrower or Guarantor or any of its Subsidiaries before any court, tribunal, arbitrator, mediator or administrative agency or board which question the validity of this
Agreement or any of the other Loan Documents, any action taken or to be taken pursuant

  

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hereto or thereto or any lien, security title or security interest created or intended to be created pursuant hereto or thereto, or which if adversely determined could reasonably be expected to
have a Material Adverse Effect. Except as set forth on Schedule 6.7, there are no judgments, final orders or awards outstanding against or affecting Borrower, Guarantor or any of its Subsidiaries or the Mortgaged Property individually or
in the aggregate in excess of $10,000,000.00. 
 §6.8 No Material Adverse Contracts, Etc. Neither Borrower nor
Guarantor is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation that has or is expected in the future to have a Material Adverse Effect. Neither Borrower nor Guarantor is a party to any
contract or agreement that has or could reasonably be expected to have a Material Adverse Effect. 
 §6.9 Compliance
with Other Instruments, Laws, Etc. Neither Borrower nor Guarantor is in violation of any provision of its charter or other organizational documents, bylaws, or any agreement or instrument to which it is subject or by which it or any of its
properties is bound or any decree, order, judgment, statute, license, rule or regulation, in any of the foregoing cases in a manner that has had or could reasonably be expected to have a Material Adverse Effect. 
 §6.10 Tax Status. Each of Borrower and Guarantor (a) has made or filed all federal and state income and all other tax
returns, reports and declarations required by any jurisdiction to which it is subject or has obtained an extension for filing, (b) has paid prior to delinquency all taxes and other governmental assessments and charges shown or determined to be
due on such returns, reports and declarations, except those being contested in good faith and by appropriate proceedings in accordance with the terms of this Agreement and (c) has set aside on its books provisions reasonably adequate for the
payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers or
partners of such Person know of no basis for any such claim. There are no audits pending or, to the knowledge of Borrower or Guarantor, threatened with respect to any tax returns filed by Borrower or Guarantor. The taxpayer identification number for
Borrower is 26-1277267 and for Guarantor is 26-0559473. 
 §6.11 No Event of Default. No Default or Event of Default
has occurred and is continuing. 
 §6.12 Investment Company Act. None of Borrower or Guarantor or any of its
Subsidiaries is an “investment company”, or an “affiliated company” or a “principal underwriter” of an “investment company”, as such terms are defined in the Investment Company Act of 1940. 
 §6.13 Absence of UCC Financing Statements, Etc. Except with respect to Permitted Liens or as disclosed on the lien search
reports delivered to and approved by the Agent, there is no financing statement (but excluding any financing statements that may be filed against Borrower without the consent or agreement of Borrower), security agreement, chattel mortgage, real
estate mortgage or other document filed or recorded with any applicable filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest or security title
in, any property of Borrower or rights thereunder. 
  

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 §6.14 Setoff, Etc. The Collateral and the rights of the Agent and the Lenders
with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses by Borrower or Guarantor or, to the best knowledge of Borrower or Guarantor, any other Person other than Permitted Liens described in
§8.2(i)(A), (ii) and (iii). 
 §6.15 Certain Transactions. Except as disclosed on
Schedule 6.15 hereto, none of the partners, officers, trustees, managers, members, directors, or employees of Borrower or Guarantor or any of its Subsidiaries is, nor shall any such Person become, a party to any transaction with Borrower
or Guarantor or any of its Subsidiaries or Affiliates (other than for services as such partners, managers, members, employees, officers and directors), including any agreement or other arrangement providing for the furnishing of services to or by,
providing for rental of real or personal property to or from, or otherwise requiring payments to or from any partner, officer, trustee, director or such employee or, to the knowledge of Borrower, any corporation, partnership, trust or other entity
in which any partner, officer, trustee, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, which are on terms less favorable to Borrower or Guarantor or any of its Subsidiaries than those that
would be obtained in a comparable arms-length transaction. 
 §6.16 Employee Benefit Plans. Borrower, Guarantor and
each ERISA Affiliate has fulfilled its obligation, if any, under the minimum funding standards of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all material
respects with the presently applicable provisions of ERISA and the Code with respect to each Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan. Neither Borrower, Guarantor nor any ERISA Affiliate has (a) sought a waiver of
the minimum funding standard under §412 of the Code in respect of any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, (b) failed to make any contribution or payment to any Employee Benefit Plan, Multiemployer Plan or
Guaranteed Pension Plan, or made any amendment to any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, which has resulted or could result in the imposition of a Lien or the posting of a bond or other security under ERISA or the
Code, or (c) incurred any liability under Title IV of ERISA other than a liability to the PBGC for premiums under §4007 of ERISA. The Mortgaged Property does not constitute a “plan asset” of any Employee Plan, Multiemployer Plan
or Guaranteed Pension Plan. 
 §6.17 Disclosure. All of the representations and warranties made by or on behalf of
Borrower and Guarantor in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to or in connection with any of such Loan Documents are true and correct in all material respects. All
information contained in this Agreement, the other Loan Documents or otherwise furnished to or made available to the Agent or the Lenders by or on behalf of Borrower and Guarantor is and will be true and correct in all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading. The written information, reports and other papers and data with respect to Borrower, Guarantor or any
of its

  

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Subsidiaries or the Mortgaged Property (other than projections and estimates) furnished to the Agent or the Lenders in connection with this Agreement or the obtaining of the Commitments of the
Lenders hereunder was, at the time so furnished, complete and correct in all material respects, or has been subsequently supplemented by other written information, reports or other papers or data, to the extent necessary to give in all material
respects a true and accurate knowledge of the subject matter in all material respects; provided that such representation shall not apply to (a) the accuracy of any appraisal, title commitment, survey, or engineering and environmental
reports prepared by third parties or legal conclusions or analysis provided by Borrower’s and/or Guarantor’s counsel (although Borrower and Guarantor have no reason to believe that the Agent and the Lenders may not rely on the accuracy
thereof) or (b) budgets, projections or other forward-looking information prepared in good faith by Borrower and/or Guarantor (except to the extent the related assumptions were when made manifestly unreasonable). 
 §6.18 Trade Name; Place of Business. Neither Borrower nor Guarantor uses any trade name and conducts business under any name
other than its actual name set forth in the Loan Documents. The principal place of business of Borrower and Guarantor is 1212 New York Avenue, N.W., Suite 900, Washington, DC 20005. 
 §6.19 Regulations T, U and X. No portion of any Loan is to be used for the purpose of purchasing or carrying any “margin
security” or “margin stock” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. Neither Borrower nor Guarantor is engaged, nor will it engage,
principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin security” or “margin stock” as such terms are used in Regulations T, U and X of the
Board of Governors of the Federal Reserve System, 12 C.F.R. Parts 220, 221 and 224. 
 §6.20 Environmental
Compliance. Borrower has taken all commercially reasonable steps to investigate the past and present conditions and usage of the Mortgaged Property and the operations conducted thereon and, except as specifically set forth in the written
environmental site assessment reports of the Environmental Engineer provided to the Agent on or before the date hereof, makes the following representations and warranties except as set forth on Schedule 6.20(c) or (d): 
 (a) Neither Borrower nor, to the best knowledge and belief of Borrower, any operator of the Mortgaged Property, nor any tenant or
operations thereon, is in violation, or alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under any Environmental Law, which violation
involves the Mortgaged Property. 
 (b) None of Borrower or Guarantor has received notice from any third party including,
without limitation, any federal, state or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a
site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any Hazardous Substance(s) which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or

  

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other third party has conducted or has ordered that Borrower or Guarantor conduct a remedial investigation, removal or other response action pursuant to any Environmental Law; or (iii) that
it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of
any kind whatsoever in connection with the release of Hazardous Substances, which in any case involves the Mortgaged Property. 
 (c)(i) No portion of the Mortgaged Property has been used for the handling, processing, storage or disposal of Hazardous Substances except in accordance with applicable Environmental Laws, and no underground tank or other underground
storage receptacle for Hazardous Substances is located on any portion of the Mortgaged Property except those which are being operated and maintained in compliance with Environmental Laws; (ii) in the course of any activities conducted by
Borrower, to the best knowledge and belief of Borrower, the tenants and operators of their properties, no Hazardous Substances have been generated or are being used on the Mortgaged Property except in the ordinary course of Borrower’s business
and in accordance with applicable Environmental Laws; (iii) there has been no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (other than the storing of
materials in reasonable quantities to the extent necessary for the operation of data centers of the type and size of those owned by Borrower in the ordinary course of its business, and in any event in compliance with all Environmental Laws) (a
“Release”) or threatened Release of Hazardous Substances on, upon, into or from the Mortgaged Property, which Release would have a material adverse effect on the value of such Mortgaged Property or adjacent properties, or from any other
Real Estate, which Release has had or could reasonably be expected to have a Material Adverse Effect; (iv) to Borrower’s actual knowledge, there have been no Releases on, upon, from or into any real property in the vicinity of any of the
Mortgaged Property which, through soil or groundwater contamination, may have come to be located on, and which could be reasonably anticipated to have a material adverse effect on the value of, the Mortgaged Property; and (v) any Hazardous
Substances that have been generated on any of the Mortgaged Property have been transported off-site in accordance with all applicable Environmental Laws. 
 (d) Neither Borrower nor the Mortgaged Property is subject to any applicable Environmental Law requiring the performance of Hazardous Substances site assessments, or the removal or remediation of
Hazardous Substances, or the giving of notice to any governmental agency or the recording or delivery to other Persons of an environmental disclosure document or statement in each case by virtue of the transactions set forth herein and contemplated
hereby, or as a condition to the recording of the Mortgage or to the effectiveness of any other transactions contemplated hereby except for such matters that shall be complied with as of the Closing Date. 
 (e) There are no existing or closed sanitary landfills, solid waste disposal sites, or hazardous waste treatment, storage or disposal
facilities on or, to Borrower’s actual knowledge, affecting the Mortgaged Property. 
 (f) Neither Borrower nor Guarantor
has received any written notice of any claim by any party that any use, operation, or condition of the Mortgaged Property has caused any nuisance or any other liability or adverse condition on any other property, nor is there any actual knowledge of
any basis for such a claim. 
  

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 §6.21 Subsidiaries; Organizational Structure. Schedule 6.21(a) sets
forth, as of the date hereof, all of the Subsidiaries of Guarantor, the form and jurisdiction of organization of each of the Subsidiaries, and the owners of the direct and indirect ownership interests therein. Schedule 6.21(b) sets
forth, as of the date hereof, all of the Unconsolidated Affiliates of Guarantor and its Subsidiaries, the form and jurisdiction of organization of each of the Unconsolidated Affiliates, Guarantor’s or its Subsidiary’s ownership interest
therein and the other owners of the applicable Unconsolidated Affiliate. No Person owns any legal, equitable or beneficial interest in any of the Persons set forth on Schedules 6.21(a) and 6.21(b) except as set forth on such
Schedules. REIT is the sole managing member of Managing Member, which is the sole managing member of Borrower. REIT is the sole general partner of Guarantor. Managing Member owns one hundred percent (100%) of each of the economic, voting and
beneficial interest in Borrower, free and clear of all Liens. REIT owns (indirectly) not less than fifty percent (50%) of each of the economic, voting and beneficial interest in Borrower, free and clear of all Liens. REIT owns one percent
(1%) of each of the economic, voting and beneficial interests in Managing Member, free and clear of all Liens. Guarantor owns ninety-nine percent (99%) of each of the economic, voting and beneficial interests in Managing Member, free and
clear of all Liens. 
 §6.22 Leases. Borrower has delivered to the Agent true copies of the Leases and any
amendments thereto relating to the Mortgaged Property. An accurate and complete Rent Roll as of the date of inclusion of the Mortgaged Property in the Collateral with respect to all Leases of any portion of the Mortgaged Property has been provided
to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements between Borrower or any predecessor of Borrower and the tenants relating to leasing or licensing of
space at the Mortgaged Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support
payments or lease buy-outs, except as reflected in such Leases or such Rent Roll. Except as set forth in Schedule 6.22, the Leases reflected therein are, as of the date hereof, in full force and effect in accordance with their respective
terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, Borrower has
not given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrower, there is no basis for any such
claim or notice of default by any tenant. No property other than the Mortgaged Property is necessary to comply with the requirements (including, without limitation, parking requirements) contained in any Lease. 
 §6.23 Property. The Mortgaged Property, and all major building systems located thereon, are structurally sound, in good
condition and working order and free from material defects, subject to ordinary wear and tear, except for such portion of the Mortgaged Property which is not occupied by any tenant and which may not be in final working order pending final build-out
of such space. The Mortgaged Property, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation,
laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental

  

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Laws. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Mortgaged Property are installed to the property lines of the Mortgaged Property
through dedicated public rights of way or through perpetual private easements approved by the Agent with respect to which the Mortgage creates a valid and enforceable first lien and, except in the case of drainage facilities, are connected to the
Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law. The streets abutting the Mortgaged Property are dedicated and accepted public roads, to which the Mortgaged Property has direct
access by trucks and other motor vehicles and by foot, or are perpetual private ways (with direct access by trucks and other motor vehicles and by foot to public roads) to which the Mortgaged Property has direct access approved by the Agent and with
respect to which the Mortgage creates a valid and enforceable first lien. All private ways providing access to the Mortgaged Property are zoned in a manner which will permit access to the Building over such ways by trucks and other commercial and
industrial vehicles. There are no unpaid or outstanding real estate or other taxes or assessments on or against the Mortgaged Property which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent
or are being protested as permitted by this Agreement). The Mortgaged Property is separately assessed for purposes of real estate tax assessment and payment. There are no unpaid or outstanding real estate or other taxes or assessments on or against
any other property of Guarantor which are payable by Guarantor in any material amount (except only real estate or other taxes or assessments that are not yet delinquent or are being protested as permitted by this Agreement). There are no pending, or
to the knowledge of Borrower threatened or contemplated, eminent domain proceedings against the Mortgaged Property. The Mortgaged Property is not now damaged as a result of any fire, explosion, accident, flood or other casualty. Borrower has not
received any outstanding notice from any insurer or its agent requiring performance of any work with respect to the Mortgaged Property or canceling or threatening to cancel any policy of insurance, and the Mortgaged Property complies with the
material requirements of all of Borrower’s insurance carriers. Except as listed on Schedule 6.23, Borrower has no Management Agreements for the Mortgaged Property. To the best knowledge of Borrower, there are no material claims or
any bases for material claims in respect of the Mortgaged Property or its operation by any party to any service agreement or Management Agreement. No person or entity has any right or option to acquire the Mortgaged Property or the Building or any
portion thereof or interest therein, except Yahoo!, Inc. pursuant to the terms of Article 27 of the Yahoo ACC4 Lease, as publicized in the Yahoo ACC4 Memorandum. True, accurate and complete copies of Article 27 of the Yahoo ACC4 Lease (and any
relevant provisions, exhibits and schedules to the Yahoo ACC4 Lease with respect to the aforementioned rights of Yahoo!, Inc.) have been previously furnished to the Agent (collectively, the “Yahoo ROFR Provisions”). 
 §6.24 Brokers. Neither Guarantor nor Borrower has engaged or otherwise dealt with any broker, finder or similar entity in
connection with this Agreement or the Loans contemplated hereunder, except that Borrower has been advised by Property Capital LLC (and any fees and/or expenses payable to Property Capital LLC shall be paid by Borrower). 
 §6.25 Other Debt. None of Guarantor nor any of its Subsidiaries is in default of the payment of any Indebtedness or the
performance of any material obligation under any related agreement, mortgage, deed of trust, security agreement, financing agreement or indenture to which any of them is a party which, in the case of the Guarantor and its Subsidiaries other than

  

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the Borrower, involves Indebtedness individually or in the aggregate in excess of $25,000,000.00. Neither Borrower nor Guarantor is a party to or bound by any agreement, instrument or indenture
that may require the subordination in right or time or payment of any of the Obligations to any other indebtedness or obligation of Borrower or Guarantor. Schedule 6.25 hereto sets forth all agreements, mortgages, deeds of trust,
financing agreements or other material agreements binding upon Borrower, Guarantor or their respective properties and entered into by Borrower and/or Guarantor as of the date of this Agreement with respect to any Indebtedness of Borrower or
Guarantor in an amount greater than $1,000,000.00, and Borrower has provided the Agent with true, correct and complete copies thereof. 
 §6.26 Solvency. As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, neither Borrower nor Guarantor is
insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, each of Borrower and Guarantor is able to pay its debts as they become due, and Borrower and Guarantor has
sufficient capital to carry on its business. 
 §6.27 No Bankruptcy Filing. Neither Borrower nor Guarantor is
contemplating either the filing of a petition by it under any state or federal bankruptcy or insolvency laws or the liquidation of its assets or property, and neither Borrower nor Guarantor has any knowledge of any Person contemplating the filing of
any such petition against it. 
 §6.28 No Fraudulent Intent. Neither the execution and delivery of this Agreement or
any of the other Loan Documents nor the performance of any actions required hereunder or thereunder is being undertaken by Guarantor or Borrower with or as a result of any actual intent by any of such Persons to hinder, delay or defraud any entity
to which any of such Persons is now or will hereafter become indebted. 
 §6.29 Transaction in Best Interests of
Borrower and Guarantor; Consideration. The transaction evidenced by this Agreement and the other Loan Documents is in the best interests of Borrower and Guarantor. The direct and indirect benefits to inure to Borrower and Guarantor pursuant to
this Agreement and the other Loan Documents constitute substantially more than “reasonably equivalent value” (as such term is used in §548 of the Bankruptcy Code) and “valuable consideration,” “fair value,” and
“fair consideration,” (as such terms are used in any applicable state fraudulent conveyance law), in exchange for the benefits to be provided by Borrower and Guarantor pursuant to this Agreement and the other Loan Documents, and but for
the willingness of Guarantor to guaranty the Loan, Borrower would be unable to obtain the financing contemplated hereunder which financing will enable Guarantor and Borrower to have available financing to conduct and expand their business.

 §6.30 Tenant Improvements. Except as otherwise disclosed to Agent in writing prior to the Closing, Borrower has
no obligation to construct any tenant improvements or provide construction allowances under any Leases with respect to the Mortgaged Property and all costs and expenses for any tenant improvements or construction allowances required to be paid by
Borrower on or prior to the date hereof (if any) have been paid in full. 
  

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 §6.31 OFAC. None of Borrower or Guarantor is (or will be) a person with whom any
Lender is restricted from doing business under OFAC (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking
Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In
addition, Borrower and Guarantor hereby agree to provide to the Lenders any additional information that a Lender deems necessary from time to time in order to ensure compliance with all applicable laws concerning money laundering and similar
activities. 
 §7. AFFIRMATIVE COVENANTS. 
 Borrower and Guarantor covenant and agree that, so long as any Loan or Note is Outstanding: 
 §7.1 Punctual Payment. Borrower will duly and punctually pay or cause to be paid the principal and interest on the Loans and all interest and fees provided for in this Agreement, all in
accordance with the terms of this Agreement and the Notes, as well as all other sums owing pursuant to the Loan Documents. 
 §7.2 Maintenance of Office. Borrower and Guarantor will maintain their respective chief executive office at 1212 New York Avenue, N.W., Suite 900, Washington, DC 20005, or at such other place in the United States of America as
Borrower or Guarantor shall designate upon thirty (30) days prior written notice to the Agent and the Lenders, where notices, presentations and demands to or upon Borrower or Guarantor in respect of the Loan Documents may be given or made.

 §7.3 Records and Accounts. Guarantor will (a) keep, and cause each of its Subsidiaries to keep true and
accurate records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes (including income taxes), depreciation and amortization of its
properties and the properties of its Subsidiaries, contingencies and other reserves. Neither Guarantor nor any of its Subsidiaries shall, without the prior written consent of the Agent, (x) make any material change to the accounting
policies/principles used by such Person in preparing the financial statements and other information described in §6.4 or §7.4 (unless such a change is required by GAAP, in which case Agent’s prior written consent shall not be
required), or (y) change its fiscal year. Agent and the Lenders acknowledge that Borrower’s and Guarantor’s fiscal year is a calendar year. 
  

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 §7.4 Financial Statements, Certificates and Information. Borrower will deliver
or cause to be delivered to the Agent with sufficient copies for each of the Lenders: 
 (a) within five (5) days of the
filing of REIT’s Form 10-K with the SEC, if applicable, but in any event not later than one hundred fifty (150) days after the end of each calendar year, copies of: 
 (i) the audited Consolidated balance sheet of REIT and its Subsidiaries at the end of such year, and the related audited consolidated
statements of income, cash flow and changes in capital for such year, setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, together with a
certification by the chief financial officer or accounting officer of REIT that the information contained in such financial statements fairly presents the financial position of REIT and its Subsidiaries, and accompanied by an auditor’s report
prepared without qualification as to the scope of the audit by a nationally recognized accounting firm reasonably approved by Agent, and any other information the Lenders may reasonably request to complete a financial analysis of REIT and its
Subsidiaries; 
 (ii) the unaudited balance sheet of Borrower at the end of such year, and the related unaudited statements of
income for such year, setting forth in comparative form the figures for the previous fiscal year and all such statements to be in reasonable detail, prepared in accordance with GAAP, (but not including footnotes required by GAAP) together with a
certification by the chief financial officer or accounting officer of REIT that the information contained in such financial statements fairly presents the financial position of Borrower on the date thereof, and any other information the Lenders may
reasonably request to complete a financial analysis of Borrower; 
 (b) within five (5) days of the filing of REIT’s
Form 10-Q with the SEC, if applicable, but in any event not later than forty-five (45) days after the end of each calendar quarter of each year, copies of: 
 (i) the unaudited consolidated balance sheet of REIT and its Subsidiaries, as at the end of such quarter, and the related unaudited consolidated statements of income and cash flows for the portion of
REIT’s fiscal year then elapsed, all in reasonable detail and prepared in accordance with GAAP, together with a certification by the chief financial officer or accounting officer of REIT that the information contained in such financial
statements fairly presents the financial position of REIT and its Subsidiaries on the date thereof (subject to year-end adjustments); 
 (ii) the unaudited balance sheet of Borrower, as at the end of such quarter, and the related unaudited statements of income for the portion of Borrower’s fiscal year then elapsed, all in reasonable detail and prepared in accordance
with GAAP, (but not including footnotes required by GAAP), together with a certification by the chief financial officer or accounting officer of REIT that the information contained in such financial statements fairly presents the financial position
of Borrower on the date thereof (subject to year-end adjustments); 
 (c) simultaneously with the delivery of the financial
statements referred to in subsections (a) and (b) above, a statement (a “Compliance Certificate”) certified by the chief financial officer or chief accounting officer of REIT in the form of Exhibit B hereto (or in
such other form as the Agent may approve from time to time) setting forth in reasonable detail computations evidencing compliance or non-compliance (as the case may be) with the covenants contained in §9 and the other covenants described in
such certificate and (if applicable) setting forth reconciliations to reflect changes in GAAP since the Balance Sheet Date. All income, expense and value associated with the Mortgaged Property or other Investments disposed of

  

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during any quarter will be eliminated from calculations, where applicable. The Compliance Certificate shall be accompanied by copies of the statements of Net Operating Income for such calendar
quarter for the Mortgaged Property, prepared on a basis consistent with the statements furnished to the Agent prior to the date hereof and otherwise in form and substance reasonably satisfactory to the Agent, together with a certification by the
chief financial officer or chief accounting officer of REIT that the information contained in such statement fairly presents the Net Operating Income of the Mortgaged Property for such periods; 
 (d) simultaneously with the delivery of the financial statements referred to in clause (a) above, the statement of all contingent
liabilities involving amounts of $1,000,000.00 or more of Guarantor and its Subsidiaries which are not reflected in such financial statements or referred to in the notes thereto (including, without limitation, all guaranties, endorsements and other
contingent obligations in respect of the indebtedness of others, and obligations to reimburse the issuer in respect of any letters of credit); 
 (e) simultaneously with the delivery of the financial statements referred to in subsections (a) and (b) above, (i) a Rent Roll for the Mortgaged Property and a summary thereof in form
satisfactory to Agent as of the end of each calendar quarter (including the fourth calendar quarter in each year), together with a listing of each tenant that has taken occupancy of Mortgaged Property during each calendar quarter (including the
fourth calendar quarter in each year), (ii) a statement of Net Operating Income in the form of an operating statement for the Mortgaged Property for each such calendar quarter and year to date (such statements to be in form reasonably
satisfactory to Agent), and (iii) a copy of each Lease or amendment to any Lease entered into with respect to the Mortgaged Property during such calendar quarter (including the fourth calendar quarter in each year), if not previously provided
pursuant to the terms hereof; 
 (f) within fifteen (15) days of the filing thereof, but in any event not later than
fifteen (15) days after the filing deadline including extensions, executed copies of all federal income tax returns (inclusive of schedules excluding Schedule K-1), reports and declarations of Borrower and Guarantor (provided, however, in the
event Guarantor’s tax returns are prepared on a consolidated basis (including the Borrower and other Subsidiaries), such consolidated tax returns shall suffice for purposes of the delivery of any Borrower tax returns hereunder); 
 (g) [Intentionally Omitted]; 
 (h) [Intentionally Omitted]; 
 (i) [Intentionally Omitted]; 
 (j) [Intentionally Omitted]; 
 (k) not later than February 28th, a budget for the Mortgaged Property for the calendar year; and 
 (l) from time
to time such other financial data and information in the possession of Guarantor or Borrower (including, without limitation, auditors’ management letters, status of litigation or investigations against Borrower or Guarantor and any settlement
discussions relating thereto, property inspection and environmental reports and information as to zoning and other legal and regulatory changes affecting Borrower or Guarantor) as the Agent may reasonably request. 
  

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 Any material to be delivered pursuant to this §7.4 may be delivered electronically directly to Agent
and the Lenders provided that such material is in a format reasonably acceptable to Agent, and such material shall be deemed to have been delivered to Agent and the Lenders upon Agent’s receipt thereof. Upon the request of Agent, Borrower and
Guarantor shall deliver paper copies thereof to Agent and the Lenders. Borrower and Guarantor authorize Agent and Arranger to disseminate any such materials through the use of Intralinks, SyndTrak or any other electronic information dissemination
system, and Borrower and Guarantor release Agent and the Lenders from any liability in connection therewith. 
 §7.5
Notices. 
 (a) Defaults. Borrower and Guarantor will promptly upon becoming aware of same notify the Agent in
writing of the occurrence of any Default or Event of Default, which notice shall describe such occurrence with reasonable specificity and shall state that such notice is a “notice of default”. If any Person shall give any notice or take
any other action in respect of a claimed default (whether or not constituting an Event of Default) under this Agreement or under any note, evidence of indebtedness, indenture or other obligation to which or with respect to which Guarantor or any of
its Subsidiaries is a party or obligor, whether as principal or surety, and such default would permit the holder of such note or obligation or other evidence of indebtedness to accelerate the maturity thereof, which acceleration would either cause a
Default or have a Material Adverse Effect, Borrower shall forthwith give written notice thereof to the Agent and each of the Lenders, describing the notice or action and the nature of the claimed default. 
 (b) Environmental Events. Borrower will give notice to the Agent within three (3) Business Days of becoming aware of
(i) any potential or known Release, or threat of Release, of any Hazardous Substances in violation of any applicable Environmental Law; (ii) any violation of any Environmental Law that Borrower reports in writing or is reportable by
Borrower in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency or (iii) any inquiry, proceeding, investigation, or other action, including a notice from any
agency of potential environmental liability, of any federal, state or local environmental agency or board, that in any case involves (A) the Mortgaged Property, or (B) or the Agent’s liens or security title on the Collateral pursuant
to the Security Documents. 
 (c) Notification of Claims Against Collateral. Borrower will give notice to the Agent in
writing within three (3) Business Days of becoming aware of any material setoff, claims (including, with respect to the Mortgaged Property, environmental claims), withholdings or other defenses to which any of the Collateral, or the rights of
the Agent or the Lenders with respect to the Collateral, are subject. 
  

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 (d) Notice of Litigation and Judgments. Borrower and Guarantor will give notice to
the Agent in writing within three (3) Business Days of becoming aware of any litigation or proceedings threatened in writing or any pending litigation and proceedings affecting Borrower or Guarantor or any of its Subsidiaries or to which
Borrower or Guarantor or any of its Subsidiaries is or is to become a party involving an uninsured claim against Borrower or Guarantor or any of its Subsidiaries that could either cause a Default or could reasonably be expected to have a Material
Adverse Effect and stating the nature and status of such litigation or proceedings. Borrower and Guarantor will give notice to the Agent, in writing, in form and detail reasonably satisfactory to the Agent and each of the Lenders, within ten
(10) days of any judgment not covered by insurance, whether final or otherwise, against Borrower or Guarantor or any of its Subsidiaries in an amount in excess of $10,000,000.00. 
 (e) Notice of Change of Control. Borrower and Guarantor will immediately notify the Agent in writing of the occurrence of a Change
of Control or of any direct or indirect sale, transfer, exchange, assignment or pledge of or grant of any security interest in any direct or indirect ownership interests in Borrower that would result in a Change of Control (or could result in a
Change of Control if the assignee, pledgee, grantee or other such party were to exercise its rights), which notice shall describe such transaction with reasonable specificity and shall state that such notice is a notice of a “Change of
Control”. 
 (f) ERISA. Borrower will give notice to the Agent within ten (10) Business Days after Guarantor
or any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any “reportable event” (as defined in §4043 of ERISA) with respect to any Guaranteed Pension Plan, Multiemployer Plan or Employee Benefit Plan, or
knows that the plan administrator of any such plan has given or is required to give notice of any such reportable event; (ii) gives a copy of any notice of complete or partial withdrawal liability under Title IV of ERISA; or (iii) receives
any notice from the PBGC under Title IV or ERISA of an intent to terminate or appoint a trustee to administer any such plan. 
 (g) Notification of Lenders. Within three (3) Business Days after receiving any notice under this §7.5, the Agent will forward a copy thereof to each of the Lenders, together with copies of any certificates or other written
information that accompanied such notice. 
 §7.6 Existence; Maintenance of Properties. 
 (a) Borrower will preserve and keep in full force and effect its legal existence in the jurisdiction of its incorporation or formation as
well as in the jurisdiction where the Mortgaged Property is located. Guarantor will preserve and keep in full force and effect its legal existence in the jurisdiction of its incorporation and formation. Guarantor will preserve and keep in full force
all of its rights and franchises, the preservation of which is necessary to the conduct of its business.  
 (b)
Borrower (i) will cause all of its properties used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, and
(ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof in all cases in which the failure so to do would have a material adverse effect on the condition of the Mortgaged Property or would
cause a Material Adverse Effect. Without limitation of the obligations of Borrower under this Agreement with respect to the maintenance of the Mortgaged

  

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Property, Borrower shall promptly and diligently comply with the recommendations of the Environmental Engineer concerning the maintenance, operation or upkeep of the Mortgaged Property contained
in the building inspection and environmental reports delivered to the Agent or otherwise obtained by Borrower with respect to the Mortgaged Property. 
 §7.7 Insurance; Condemnation. 
 (a) Borrower will, at its expense,
procure and maintain for the benefit of Borrower and the Agent, insurance policies issued by such insurance companies, in such amounts, in such form and substance, and with such coverages, endorsements, deductibles and expiration dates as are
acceptable to the Agent, providing the following types of insurance covering the Mortgaged Property: 
 (i) “All
Risks” property insurance (including broad form earthquake (if the Mortgaged Property is in a high earthquake hazard area as reasonably determined by Agent); however, Agent acknowledges that, as of the Closing Date, the Mortgaged Property is
not located in such an area), coverage from loss or damage arising from acts of terrorism (with such coverage satisfactory to Agent), and comprehensive boiler and machinery coverages) on the Building and the contents therein of Borrower in an amount
not less than one hundred percent (100%) of the full replacement cost of the Building and the contents therein of Borrower or such other amount as the Required Lenders may approve, with deductibles not to exceed $10,000.00 (or $50,000.00 with
respect to flood) for any one occurrence, with a replacement cost coverage endorsement, an agreed amount endorsement, and, if requested by the Agent, a contingent liability from operation of building laws endorsement in such amounts as the Agent may
require. Full replacement cost as used herein means the cost of replacing the Building (exclusive of the cost of excavations, foundations and footings below the lowest basement floor) and the contents therein of Borrower without deduction for
physical depreciation thereof; 
 (ii) During the course of construction or repair of the Building, the insurance required by
clause (i) above shall be written on a builders risk, completed value, non-reporting form, meeting all of the terms required by clause (i) above, covering the total value of work performed, materials, equipment, machinery and supplies
furnished, existing structures, and temporary structures being erected on or near the Mortgaged Property, including coverage against collapse and damage during transit or while being stored off-site, and containing a soft costs (including loss of
rents) coverage endorsement and a permission to occupy endorsement; 
 (iii) Flood insurance if at any time any Building is
located in any federally designated “special hazard area” (including any area having special flood, mudslide and/or flood-related erosion hazards, and shown on a Flood Hazard Boundary Map or a Flood Insurance Rate Map published by the
Federal Emergency Management Agency as Zone A, AO, Al-30, AE, A99, AH, VO, V1-30, VE, V, M or E) and the broad form flood coverage required by clause (i) above is not available, in an amount equal to the full replacement cost or the maximum
amount then available under the National Flood Insurance Program; 
 (iv) Rent loss insurance in an amount sufficient to
recover at least the total estimated gross receipts from all sources of income, including without limitation, rental income, for the Mortgaged Property for a twelve (12) month period; 
  

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 (v) Commercial general liability insurance against claims for personal injury (to include,
without limitation, bodily injury and personal and advertising injury) and property damage liability, all on an occurrence basis, if commercially available, with such coverages as the Agent may reasonably request (including, without limitation,
contractual liability coverage, completed operations coverage for a period of two (2) years following completion of construction of any improvements on the Mortgaged Property, and coverages equivalent to an ISO broad form endorsement), with a
general aggregate limit of not less than $2,000,000.00, a completed operations aggregate limit of not less than $2,000,000.00, and a combined single “per occurrence” limit of not less than $1,000,000.00 for bodily injury, property damage
and medical payments; 
 (vi) During the course of construction or repair of any improvements on the Mortgaged Property,
owner’s contingent or protective liability insurance covering claims not covered by or under the terms or provisions of the insurance required by clause (v) above; 
 (vii) Employer’s liability insurance with respect to Borrower’s employees (or if Borrower has no employees, with respect to the
employees of the management Company under the Management Agreement); 
 (viii) Umbrella liability insurance with limits of not
less than $10,000,000.00 to be in excess of the limits of the insurance required by clauses (v), (vi) and (vii) above, with coverage at least as broad as the primary coverages of the insurance required by clauses (v), (vi) and
(vii) above, with any excess liability insurance to be at least as broad as the coverages of the lead umbrella policy. All such policies shall be endorsed to provide defense coverage obligations; 
 (ix) Workers’ compensation insurance for all employees of Borrower engaged on or with respect to the Mortgaged Property with limits as
required by applicable law (or if Borrower has no employees, for all employees of the management company under the Management Agreement); and 
 (x) Such other insurance in such form and in such amounts as may from time to time be reasonably required by the Agent against other insurable hazards and casualties which at the time are commonly insured
against in the case of properties of similar character and location to the Mortgaged Property. 
 Borrower shall pay all
premiums on insurance policies. The insurance policies with respect to Mortgaged Property provided for in clauses (v), (vi) and (viii) above shall name the Agent and each Lender as an additional insured and shall contain a cross
liability/severability endorsement. The insurance policies provided for in clauses (i), (ii), (iii) and (iv) above shall name the Agent as mortgagee and loss payee, shall be first payable in case of loss to the Agent, and shall contain
mortgage clauses and lender’s loss payable endorsements in form and substance acceptable to the Agent. Borrower shall deliver duplicate originals or certified copies of all such policies to the Agent, and Borrower shall promptly furnish to the
Agent all renewal notices and evidence that all premiums or portions thereof then due and payable have been paid. At least thirty (30) days prior to the expiration date of the policies, Borrower shall deliver to the Agent evidence of continued
coverage, including a certificate of insurance, as may be

  

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satisfactory to the Agent; provided, however, if Borrower is continuing insurance renewal negotiations at such date, then Borrower shall inform Agent in writing of the status of such insurance
renewal negotiations and any anticipated or potential material changes in coverages, deductibles or limits at least thirty (30) days prior to the expiration date of such policies, and shall in any event provide evidence of extension, renewal or
replacement prior to the expiration date of the current policies. 
 (b) All policies of insurance required by this Agreement
shall contain clauses or endorsements to the effect that (i) no act or omission of Borrower or Guarantor or any of its Subsidiaries or anyone acting for Borrower or Guarantor or any of its Subsidiaries (including, without limitation, any
representations made in the procurement of such insurance), which might otherwise result in a forfeiture of such insurance or any part thereof, no occupancy or use of the Mortgaged Property for purposes more hazardous then permitted by the terms of
the policy, and no foreclosure or any other change in title to the Mortgaged Property or any part thereof, shall affect the validity or enforceability of such insurance insofar as the Agent is concerned, (ii) the insurer waives any right of set
off, counterclaim, subrogation, or any deduction in respect of any liability of Borrower or Guarantor or any of its Subsidiaries and the Agent, (iii) such insurance is primary and without right of contribution from any other insurance which may
be available, (iv) such policies shall not be modified, canceled or terminated prior to the scheduled expiration date thereof without the insurer thereunder giving at least thirty (30) days prior written notice to the Agent by certified or
registered mail, and (v) that the Agent or the Lenders shall not be liable for any premiums thereon or subject to any assessments thereunder, and shall in all events be in amounts sufficient to avoid any coinsurance liability. 
 (c) The insurance required by this Agreement may be effected through a blanket policy or policies covering additional locations and
property of Borrower, Guarantor and its Subsidiaries and other Persons not included in the Mortgaged Property, provided that such blanket policy or policies comply with all of the terms and provisions of this §7.7 and contain
endorsements or clauses assuring that any claim recovery will not be less than that which a separate policy would provide, including, without limitation, a priority claim provision with respect to property insurance and an aggregate limits of
insurance endorsement in the case of liability insurance. 
 (d) All policies of insurance required by this Agreement shall be
issued by companies licensed to do business in the State where the policy is issued and also in the State where the Mortgaged Property is located and having a rating in Best’s Key Rating Guide of at least “A” and a financial size
category of at least “X.” 
 (e) Borrower shall not carry separate insurance, concurrent in kind or form or
contributing in the event of loss, with any insurance required under this Agreement unless such insurance complies with the terms and provisions of this §7.7. 
 (f) In the event of any loss or damage to the Mortgaged Property, Borrower shall give prompt written notice to the insurance carrier and the Agent. Borrower hereby irrevocably authorizes and empowers the
Agent, at the Agent’s option and in the Agent’s sole discretion or at the request of the Required Lenders in their sole discretion, as its attorney in fact, to make proof of such loss, to adjust and compromise any claim under insurance
policies, to

  

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appear in and prosecute any action arising from such insurance policies, to collect and receive Insurance Proceeds and Condemnation Proceeds, and to deduct therefrom the Agent’s reasonable
expenses incurred in the collection of such Insurance Proceeds; provided, however, that so long as no Default or Event of Default has occurred and is continuing and so long as Borrower shall in good faith diligently pursue such claim,
Borrower may make proof of loss and appear in any proceedings or negotiations with respect to the adjustment of such claim, except that Borrower may not settle, adjust or compromise any such claim without the prior written consent of the Agent,
which consent shall not be unreasonably withheld or delayed; provided, further, that Borrower may make proof of loss and adjust and compromise any claim under casualty insurance policies which is in an amount less than $1,000,000.00 so
long as no Default or Event of Default has occurred and is continuing and so long as Borrower shall in good faith diligently pursue such claim. Borrower further authorizes the Agent, at the Agent’s option, to (i) apply the balance of such
Insurance Proceeds and Condemnation Proceeds to the payment of the Obligations whether or not then due, or (ii) if the Agent shall require the reconstruction or repair of the Mortgaged Property, to hold the balance of such proceeds as trustee
to be used to pay taxes, charges, sewer use fees, water rates and assessments which may be imposed on the Mortgaged Property and the Obligations as they become due during the course of reconstruction or repair of the Mortgaged Property and to
reimburse Borrower, in accordance with such terms and conditions as the Agent may prescribe, for the costs of reconstruction or repair of the Mortgaged Property, and upon completion of such reconstruction or repair to apply any excess to the payment
of the Obligations. 
 (g) Notwithstanding the foregoing or anything to the contrary contained in the Mortgage, the Agent shall
make net Insurance Proceeds and Condemnation Proceeds available to Borrower to reconstruct and repair the Mortgaged Property, in accordance with such terms and conditions as the Agent may prescribe in the Agent’s discretion for the disbursement
of the proceeds, provided that (i) the cost of such reconstruction or repair is estimated by the Agent not to exceed twenty-five percent (25%) of the replacement cost of the damaged Building (as reasonably estimated by the Agent),
(ii) no Default or Event of Default shall have occurred and be continuing, (iii) Borrower shall have provided to the Agent additional cash security in an amount equal to the amount reasonably estimated by the Agent to be the amount in
excess of such proceeds which will be required to complete such repair or restoration, (iv) the Agent shall have approved the plans and specifications, construction budget, construction contracts, and construction schedule for such repair or
restoration and reasonably determined that the repaired or restored Mortgaged Property will provide the Agent with adequate security for the Obligations (provided that the Agent shall not disapprove such plans and specifications if the
Building is to be restored to substantially its condition immediately prior to such damage), (v) Borrower shall have delivered to the Agent written agreements binding upon not less than eighty-five percent (85%) of the tenants or other
parties having present or future rights to possession of any portion of the Mortgaged Property or having any right to require repair, restoration or completion of the Mortgaged Property or any portion thereof, (determined by referenced to those
tenants in the aggregate Leases covering not less than eighty-five percent (85%) of the total mega volt amps of critical load power available to the Building), agreeing upon a date for delivery of possession of the Mortgaged Property or their
respective portions thereof, to permit time which is sufficient in the judgment of the Agent for such repair or restoration and approving the plans and specifications for such repair or restoration, or other evidence satisfactory to the Agent that
none of such tenants or other parties may terminate their Leases as a result of such casualty or as a

  

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result of having a right to approve the plans and specifications for such repair or restoration, (vi) the Agent shall reasonably determine that such repair or reconstruction can be completed
prior to the Maturity Date and prior to the exhaustion or expiration of any rental loss insurance coverage, (vii) the Agent shall receive evidence reasonably satisfactory to it that any such restoration, repair or rebuilding complies in all
respects with any and all applicable state, federal and local laws, ordinances and regulations, including without limitation, zoning laws, ordinances and regulations, and that all required permits, licenses and approvals relative thereto have been
or will be issued in a manner so as not to materially impede the progress of restoration, (viii) the Agent shall receive evidence reasonably satisfactory to it that the insurer under such policies of fire or other casualty insurance does not
assert any defense to payment under such policies against Borrower or the Agent, and (ix) the Agent shall receive evidence reasonably satisfactory to it that once the Mortgaged Property has been reconstructed or repaired, and each of the other
conditions set forth in this clause (g) have been satisfied, the Borrower will be in compliance, on a pro forma basis, with the applicable Debt Service Coverage Ratio. Any excess Insurance Proceeds shall be paid to the Agent to be applied to
the payment of the Obligations, unless (x) by the terms of the applicable insurance policy the excess proceeds are required to be returned to such insurer, in which case such excess proceeds shall be paid to such insurer or (y) there is no
obligation under any document, agreement or instrument evidencing or securing any Indebtedness (other than the Obligations) of REIT or Guarantor or any of its Subsidiaries to turn over or pay such excess proceeds to the holder(s) of such
Indebtedness, in which case such excess proceeds shall be paid to Borrower. Any excess Condemnation Proceeds shall be applied to the payment of the Obligations. In no event shall the provisions of this section be construed to extend the Maturity
Date or to limit in any way any right or remedy of the Agent upon the occurrence of an Event of Default hereunder. If the Mortgaged Property is sold or the Mortgaged Property is acquired by the Agent, all right, title and interest of Borrower in and
to any insurance policies and unearned premiums thereon and in and to the proceeds thereof resulting from loss or damage to the Mortgaged Property prior to the sale or acquisition shall pass to the Agent or any other successor in interest to
Borrower or purchaser of the Mortgaged Property. 
 §7.8 Taxes; Liens. Borrower and Guarantor will duly pay and
discharge, or cause to be paid and discharged, before the same shall become delinquent, all taxes, assessments and other governmental charges imposed upon them or upon the Mortgaged Property, sales and activities, or any part thereof, or upon the
income or profits therefrom as well as all claims for labor, materials or supplies that if unpaid might by law become a lien or charge upon any of its property or other Liens affecting any of the Collateral or other property of Borrower or
Guarantor, provided that any such tax, assessment, charge or levy or claim need not be paid if (a) the validity or amount thereof shall currently be contested in good faith by appropriate proceedings which shall suspend the collection
thereof with respect to such property, (b) neither such property nor any portion thereof or interest therein would be in any danger of sale, forfeiture or loss by reason of such proceeding and (c) Guarantor or Borrower shall have set aside
on its books adequate reserves in accordance with GAAP, except that if such contest is by Borrower, Borrower has or has caused to be deposited security in form and amount satisfactory to Agent, in its sole discretion, and has increased the amount of
such security so deposited promptly after Agent’s request therefor; and provided, further, that forthwith upon the commencement of proceedings to foreclose any lien that may have attached as security therefor, Borrower or
Guarantor either (i) will provide a bond issued by a surety reasonably acceptable to

  

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the Agent and sufficient to stay all such proceedings or (ii) if no such bond is provided, will pay each such tax, assessment, charge or levy. If Borrower or Guarantor fails to commence such
contest or, having commenced to contest the same, fails to deposit such security required by Agent or, having commenced to contest the same, and having deposited such security required by Agent for its full amount (if required), shall thereafter
fail to prosecute such contest in good faith or with due diligence, or, upon adverse conclusion of any such contest, shall fail to pay such tax, assessment or charge, Agent may, at its election (but shall not be required to), pay and discharge any
such tax, assessment or charge, and any interest or penalty thereon, and any amounts so expended by Agent shall be deemed to constitute disbursements of the Loan proceeds hereunder (even if the total amount of disbursements would exceed the face
amount of the Notes). Borrower shall furnish to Agent evidence that taxes are paid at least five (5) days prior to the last date for payment of such taxes and before imposition of any penalty or accrual of interest. Upon Agent’s written
request, Borrower shall provide evidence reasonably satisfactory to Agent of the timely payment of all real estate taxes for the Mortgaged Property. 
 §7.9 Inspection of Properties and Books. Guarantor and Borrower will permit the Agent and the Lenders, at Guarantor’s or Borrower’s expense, as applicable, and upon reasonable prior
notice, to visit and inspect any of its properties (subject to the rights of tenants under their Leases), to examine the books of account of Guarantor and its Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the
affairs, finances and accounts of Guarantor and its Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request,
provided that so long as no Default or Event of Default shall have occurred and be continuing, Borrower and Guarantor shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The
Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the normal business operations of Guarantor and its Subsidiaries. 
 §7.10 Compliance with Laws, Contracts, Licenses, and Permits. Borrower and Guarantor will each comply in all respects with
(i) all applicable laws and regulations now or hereafter in effect wherever its business is conducted, including all Environmental Laws, (ii) the provisions of its corporate charter, partnership agreement, limited liability company
agreement or declaration of trust, as the case may be, and other charter documents and bylaws, (iii) all agreements and instruments to which it is a party or by which it or any of its properties may be bound, (iv) all applicable decrees,
orders, and judgments, and (v) all licenses and permits required by applicable laws and regulations for the conduct of its business or the ownership, use or operation of its properties, except, with respect to Guarantor where a failure to so
comply with any of clauses (i) through (v) could not reasonably be expected to have a Material Adverse Effect. If any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall
become necessary or required in order that Borrower or Guarantor may fulfill any of its obligations hereunder, Borrower or Guarantor will immediately take or cause to be taken all steps necessary to obtain such authorization, consent, approval,
permit or license and furnish the Agent and the Lenders with evidence thereof. Borrower and Guarantor shall develop and implement such programs, policies and procedures as are necessary to comply with the Patriot Act and shall promptly advise Agent
in writing in the event that Borrower or Guarantor shall determine that any investors in Borrower or Guarantor are in violation of such act. 
  

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 §7.11 Further Assurances. Borrower and Guarantor will cooperate with the Agent
and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably request to carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents. 
 §7.12 Management. Borrower shall not enter into any Management Agreement with a third party manager for the Mortgaged Property
without the prior written consent of the Agent (which shall not be unreasonably withheld), and after such approval, no such Management Agreement shall be modified in any material respect or terminated without Agent’s prior written approval,
such approval not to be unreasonably withheld. Agent may condition any approval of a new manager upon the execution and delivery to Agent of collateral assignment of such Management Agreement to Agent and a subordination of the manager’s rights
thereunder to the rights of the Agent and the Lenders under the Loan Documents. The Management Agreement described on Schedule 7.12 hereto relating to the Mortgaged Property is approved by Agent. 
 §7.13 Leases of the Mortgaged Property. (a) Borrower will give notice to the Agent of any proposed new Lease at the
Mortgaged Property for the lease of space therein and shall provide to the Agent a copy of the proposed Lease and any and all agreements or documents related thereto, current financial information for the proposed tenant and any guarantor of the
proposed Lease and such other information as the Agent may reasonably request. Borrower will not lease all or any portion of the Mortgaged Property or amend, supplement or otherwise modify, or consent to the assignment or subletting of, or grant any
concessions to or waive the performance of any obligations of any tenant, lessee or licensee under, any now existing or future Lease at the Mortgaged Property without the prior written consent of the Agent (which consent shall not be unreasonably
withheld). Borrower will not terminate or cancel, or accept the surrender of, any tenant, lessee or licensee under, any now existing or future Lease at the Mortgaged Property without the prior written consent of the Required Lenders (which consent
shall not be unreasonably withheld), unless there is a monetary default (beyond applicable notice and cure periods) on the part of the tenant under such existing or future Lease or if there is another tenant approved by the Agent in the manner
required herein for new Leases who shall take the to be vacated space immediately upon termination of the Lease at a base rent and then-remaining term equal to or greater than the rent and term in the Lease to be terminated, for which no consent
shall be required. It is understood and agreed that if a tenant’s Lease approved by Agent in accordance with the terms hereof permits the tenant to assign its Lease, sublease any portion of the premises leased thereunder or enter into license
agreements without the prior written consent of Borrower, then any such action taken by such tenant shall not violate the provisions of this §7.13. Except for requests for approval of any termination, cancellation, or surrender of a Lease which
is not subject to a monetary default, Borrower submits to Agent a written request for approval with respect to a proposed Lease which requires Agent’s approval hereunder and Agent fails to approve or disapprove any such action within ten
(10) days after Agent receives from Borrower such request together with a copy of the final version of such proposed Lease, such action shall be deemed approved, provided that Agent will only be deemed to have given such approval if, and only
if, such request includes all of the supporting documentation reasonably necessary for Agent to make a decision regarding such request, as determined by Agent, and includes the following in all capital, bolded, block letters on the first page
thereof: 
 “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) DAYS OF RECEIPT. FAILURE TO DO SO WILL BE
DEEMED AN APPROVAL OF THE REQUEST.” 
  

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 The parties agree that there shall not be any deemed approval for any request relating to a termination,
cancellation or surrender of a Lease requiring Required Lenders’ consent. 
 §7.14 Business Operations.
Borrower and Guarantor and its Subsidiaries shall operate their respective businesses in substantially the same manner and in substantially the same fields and lines of business as such business is now conducted and in compliance with the terms and
conditions of this Agreement and the Loan Documents. Borrower will not, directly or indirectly, engage in any line of business other than the ownership, operation and development of the Mortgaged Property as a Data Center Property. Guarantor will
not, and Guarantor will not permit any of its Subsidiaries to, directly or indirectly, engage in any line of business other than the ownership, operation and development of Data Center Properties or businesses incidental thereto; provided, however,
Subsidiaries of Guarantor (other than Borrower and Managing Member) may engage in business ancillary (but not essential) to the ownership, operation and development of Data Center Properties (e.g., office and industrial) so long as investments of
Guarantor and such Subsidiaries in such businesses shall be limited to the lesser of (x) ten percent (10%) of annual gross revenues of Guarantor reflected on its most recent financial statements furnished in accordance with §7.4 or
(y) ten percent (10%) of total assets of Guarantor reflected on its most recent financial statements furnished in accordance with §7.4. 
 §7.15 Registered Servicemark. Without prior written notice to the Agent, the Mortgaged Property shall not be owned or operated by Borrower under any registered or protected trademark,
tradename, servicemark or logo. In the event the Mortgaged Property shall be owned or operated under any registered or protected tradename, trademark, servicemark or logo, Borrower shall enter into an agreement with Agent, in form and substance
satisfactory to Agent, granting to Agent, any successful bidder at a foreclosure sale of the Mortgaged Property and any subsequent transferee the right and/or license to continue operating the Mortgaged Property under such tradename, trademark,
servicemark or logo. 
 §7.16 ACC5 Phase II. On or before June 30, 2010, Borrower shall provide to Agent
evidence reasonably satisfactory to Agent of the expenditure by Borrower after the date hereof of at least $30,000,000 towards the completion of ACC5 Phase II. Borrower shall complete ACC5 Phase II in a commercially expedient manner and in any event
prior to January 1, 2011, which completion shall be evidenced by a certificate of substantial completion from the ACC5 Phase II architect in a form materially similar to the certificate provided with respect to ACC5 Phase I and reasonably
acceptable to Agent in form and substance, a commissioning letter in a form materially similar to the commissioning letter provided with respect to ACC5 Phase I and such other evidence as reasonably required by Agent including evidence that all
appropriate governmental requirements have been satisfied. 
 §7.17 [Intentionally Omitted.] 
 §7.18 Interest Rate Protection Agreement. Borrower will enter into the Interest Rate Protection Agreement within one hundred
twenty (120) days of the date of this Agreement. Contemporaneously with the execution of the Interest Rate Protection Agreement, Borrower shall execute and deliver to Agent the Assignment of Interest Rate Protection Agreement. 
  

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 §7.19 Plan Assets. Borrower will do, or cause to be done, all things necessary
to ensure that the Mortgaged Property will not be deemed to be Plan Assets at any time. 
 §7.20 [Intentionally Omitted.]

 §7.21 Single Purpose Entity Requirements. Borrower hereby represents, warrants and covenants as follows:

 (a) Obligation to be a Single Purpose Entity. 
 (i) Borrower has been a Single Purpose Entity at all times since its formation and, notwithstanding anything in this Agreement or any other
Loan Document to the contrary, will continue to be a Single Purpose Entity at all times until the Loans have been paid in full. 
 (ii) [Intentionally Omitted.] 
 (iii) The “single purpose entity” provisions included in the organizational
documents of Borrower shall not, without Required Lenders’ prior written consent, be amended, rescinded or otherwise revoked until the Loans have been paid in full. 
 (iv) [Intentionally Omitted.] 
 (b) Definition of Single Purpose Entity.

 (i) Borrower Criteria. With respect to Borrower, a “Single Purpose Entity” means a corporation, limited
partnership or limited liability company which, at all times since the date of this Agreement and thereafter: 
 (A) shall not
engage in any business or activity, other than the ownership, operation and maintenance of the Mortgaged Property and activities incidental thereto; 
 (B) shall not acquire or own any assets other than the Mortgaged Property and such incidental personal property as may be necessary for the operation of the Mortgaged Property; 
 (C) if such entity is (1) a limited liability company (other than a single member limited liability company which satisfies the
requirements of clause (D) below, in which case satisfaction of the provisions of §7.21(b)(ii) is not required), has had and shall have at least one (1) member that satisfies the requirements of §7.21(b)(ii) below and such member
is its managing member, or (2) a limited partnership, all of its general partners have satisfied and shall satisfy the requirements of §7.21(b)(ii) below; 
  

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 (D) if such entity is a single member limited liability company, (1) such entity shall
be formed and organized under Delaware law and otherwise comply with all other S&P criteria for single member limited liability companies (including, without limitation, the inclusion of a “springing member” and delivery of Delaware
single member limited liability company opinions acceptable in all respects to the Agent); and (2) such entity shall have at least one (1) Independent Director/Manager on its board of directors/managers; 
 (E) if such entity is a corporation, has had and shall have at least one (1) Independent Director on its board of directors;

 (F) shall preserve its existence as an entity duly organized, validly existing and in good standing (if applicable) under
the laws of the jurisdiction of its formation or organization as well as in the jurisdiction where the Mortgaged Property is located; 
 (G) shall not merge or consolidate with any other Person; 
 (H) shall not (i) take any action to dissolve,
wind-up, terminate or liquidate in whole or in part; (ii) sell, transfer or otherwise dispose of all or substantially all of its assets; to change its legal structure; (iii) transfer or permit the direct or indirect transfer of any
partnership, membership or other equity interests, as applicable; (iv) issue additional partnership, membership or other equity interests, as applicable; or (v) seek to accomplish any of the foregoing; 
 (I) shall not, without the unanimous written consent of all Borrower’s partners, members, or shareholders, as applicable, and the
written consent of the Independent Director(s)/Manager(s): (1) file or consent to the filing of any petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute;
(2) seek or consent to the appointment of a receiver, liquidator or any similar official; or (3) make an assignment for the benefit of creditors; 
 (J) shall not amend or restate its organizational documents if such change would adversely impact the requirements set forth in this §7.21; 
 (K) notwithstanding anything in this Agreement or any other Loan Document to the contrary, shall not own any subsidiary or make any
investment in, any other Person; 
 (L) shall not commingle its assets with the assets of any other Person; 
 (M) shall not, incur any debt, secured or unsecured, direct or contingent (including, without limitation, guaranteeing any obligation),
other than the Obligations and Hedge Obligations and customary unsecured trade payables incurred in the ordinary course of owning and operating the Mortgaged Property; provided the same are not evidenced by a promissory note, do not exceed, in the
aggregate, at any time a maximum amount of two percent (2%) of the outstanding principal amount of the Loan and are paid within sixty (60) days of the date incurred; 
  

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 (N) shall maintain its records, books of account, bank accounts, financial statements,
accounting records and other entity documents separate and apart from those of any other Person; 
 (O) shall only enter into
any contract or agreement with any general partner, member, shareholder, principal or Affiliate of Borrower, or any general partner, member, principal or Affiliate thereof, upon terms and conditions that are intrinsically fair and substantially
similar to those that would be available on an arms-length basis with third parties; 
 (P) shall not maintain its assets in
such a manner that it will be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person; 
 (Q) shall not assume or guaranty the debts of any other Person, hold itself out to be responsible for the debts of another Person, or otherwise pledge its assets for the benefit of any other Person or
hold out its credit as being available to satisfy the obligations of any other Person; 
 (R) shall not make any loans or
advances to any other Person; 
 (S) shall file its own tax returns separate from those of any other Person unless it is a tax
disregarded entity not required to file tax returns under applicable law; 
 (T) shall hold itself out to the public as a legal
entity separate and distinct from any other Person and conduct its business solely in its own name and shall correct any known misunderstanding regarding its separate identity; 
 (U) shall 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; 
 (V) shall allocate shared expenses (including, without limitation, shared office
space) and to use separate stationery, invoices and checks; 
 (W) shall pay (or cause the property manager to pay on behalf of
Borrower from Borrower’s funds) its own liabilities (including, without limitation, salaries of its own employees) from its own funds; and 
 (X) shall not acquire obligations or securities of its partners, members or shareholders, as applicable. 
 (ii) SPE Entity Criteria. With respect to any SPE Entity, a “Single Purpose Entity” means a corporation or a Delaware single member limited liability company which, at all times since its
formation and thereafter complies in its own right with each of the requirements contained in §7.21(b)(i)(A)-(X) except that: 
 (A) with respect to §7.21(b)(i)(A) the SPE Entity shall not engage in any business or activity other than being the sole managing member or general partner, as the case may be, of Borrower and owning
its Equity Interest in Borrower; 
  

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 (B) with respect to §7.21(b)(i)(B), the SPE Entity has not and shall not acquire or
own any assets other than its Equity Interest in Borrower; and 
 (C) with respect to §7.21(b)(i)(M) the SPE Entity has
not and shall not incur any debt, secured or unsecured, direct or contingent (including, without limitation, guaranteeing any obligation) other than the Obligations and Hedge Obligations; 
 §7.22 Facebook Expansion. Borrower shall keep Agent reasonably apprised of the build-out and delivery of the Expansion Premises
(as defined in the Facebook Lease) contemplated by the Facebook Lease. In the event Borrower desires to substitute any Substitute Pod (as defined in the Facebook Lease) for any “Pod(s)” comprising all or any portion of the Expansion
Premises in accordance with the terms of the Facebook Lease, Borrower shall provide written notice to Agent of its intent to do so at least ninety (90) days prior to any such substitution. 
 §7.23 [Intentionally Omitted.] 
 §8. NEGATIVE COVENANTS. 
 Borrower and Guarantor covenant and agree that, so
long as any Loan or Note is outstanding: 
 §8.1 Restrictions on Indebtedness. Borrower will not create, incur,
assume, guarantee or be or remain liable, contingently or otherwise, with respect to any Indebtedness other than: 
 (a)
Indebtedness to the Lenders arising under any of the Loan Documents; 
 (b) Indebtedness to the Lender Hedge Providers in
respect of any Hedge Obligations; 
 (c) subject to §7.21, current liabilities of Borrower incurred in the ordinary course
of business but not incurred through (i) the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and
services; 
 (d) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials
and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of §7.8; 
 (e) Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in a Default; and 
  


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 (f) endorsements for collection, deposit or negotiation and warranties of products or
services, in each case incurred in the ordinary course of business. 
 §8.2 Restrictions on Liens, Etc. Borrower
will not (a) create or incur or suffer to be created or incurred or to exist any lien, security title, encumbrance, mortgage, pledge, negative pledge, charge, restriction or other security interest of any kind upon any of its property or assets
of any character whether now owned or hereafter acquired, or upon the income or profits therefrom; (b) transfer any of its property or assets or the income or profits therefrom for the purpose of subjecting the same to the payment of
Indebtedness or performance of any other obligation in priority to payment of its general creditors; (c) acquire, or agree or have an option to acquire, any property or assets upon conditional sale or other title retention or purchase money
security agreement, device or arrangement; (d) suffer to exist for a period of more than thirty (30) days after the same shall have been incurred any Indebtedness or claim or demand against Borrower that if unpaid could by law or upon
bankruptcy or insolvency, or otherwise, be given any priority whatsoever over any of their general creditors; (e) sell, assign, pledge or otherwise transfer any accounts, contract rights, general intangibles, chattel paper or instruments, with
or without recourse; or (f) incur or maintain any obligation to any holder of Indebtedness which prohibits the creation or maintenance of any lien securing the Obligations (collectively, “Liens”); provided that notwithstanding
anything to the contrary contained herein, Borrower may create or incur or suffer to be created or incurred or to exist: 
 (i)(A) Liens on properties to secure taxes, assessments and other governmental charges (excluding any Lien imposed pursuant to any of the provisions of ERISA or pursuant to any Environmental Laws) or claims for labor, material or
supplies incurred in the ordinary course of business in respect of obligations not then delinquent or not otherwise required to be paid or discharged under the terms of this Agreement or any of the other Loan Documents and (B) Liens on assets
other than (I) the Collateral and (II) any direct or indirect interest of Borrower in respect of judgments permitted by §8.1(e); 
 (ii) Deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance, old age pensions or other social security obligations; 
 (iii) Liens in favor of the Agent and the Lenders under the Loan Documents to secure the Obligations and the Hedge Obligations; and

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

 §8.3 Restrictions on Investments. Borrower will not make or permit to exist or to remain outstanding any
Investment except Investments in: 
 (a) marketable direct or guaranteed obligations of the United States of America that
mature within one (1) year from the date of purchase by Borrower; 
 (b) marketable direct obligations of any of the
following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit
Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or instrumentality of the United States of America; 
  

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 (c) demand deposits, certificates of deposit, bankers acceptances and time deposits of the
Agent or United States banks having total assets in excess of $100,000,000.00; provided, however, that the aggregate amount at any time so invested with any single bank having total assets of less than $1,000,000,000.00 will not exceed
$200,000.00; 
 (d) securities commonly known as “commercial paper” issued by a corporation organized and existing
under the laws of the United States of America or any State which at the time of purchase are rated by Moody’s Investors Service, Inc. or by Standard & Poor’s Corporation at not less than “P 1” if then rated by
Moody’s Investors Service, Inc., and not less than “A 1”, if then rated by Standard & Poor’s Corporation; 
 (e) mortgage-backed securities guaranteed by the Government National Mortgage Association, the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation and other mortgage-backed
bonds which at the time of purchase are rated by Moody’s Investors Service, Inc. or by Standard & Poor’s Corporation at not less than “Aa” if then rated by Moody’s Investors Service, Inc. and not less than
“AA” if then rated by Standard & Poor’s Corporation; 
 (f) repurchase agreements having a term not
greater than ninety (90) days and fully secured by securities described in the foregoing subsection (a), (b) or (e) with banks described in the foregoing subsection (c) or with financial institutions or other corporations having
total assets in excess of $500,000,000.00; 
 (g) shares of so-called “money market funds” registered with the SEC
under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in investments described in the foregoing subsections (a) through (f) and have total assets in excess of $50,000,000.00; and 
 (h) Investments (i) in equipment which will be incorporated into the development of the Mortgaged Property, (ii) with utility
companies to bring critical power to the Mortgaged Property, and (iii) with fiber optic companies to bring fiber optics to the Mortgaged Property. 
 §8.4 Merger, Consolidation. Borrower will not become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization,
consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing. Guarantor will not, and
Borrower and Guarantor will not permit REIT or Managing Member to, become a party to any dissolution, liquidation, disposition of all or substantially all of its assets or business, merger, reorganization, consolidation or other business combination
or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required
Lenders except for

  

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the merger or consolidation of one or more of the Subsidiaries of Guarantor (other than Borrower) with and into Guarantor (it being understood and agreed that in any such event Guarantor will be
the surviving Person); provided that no such merger or consolidation shall be permitted in the event Borrower or Guarantor is in default of any of its obligations under this Agreement or any other Loan Document immediately before or would be
after giving effect thereto. 
 §8.5 Yahoo ACC4 Lease. Borrower shall not enter into, nor shall Borrower permit, any
amendment, supplement or other modification to the Yahoo ACC4 Memorandum without the consent of Agent. Borrower shall not enter into, nor shall Borrower permit, any amendment, supplement or other modification to the Yahoo ACC4 Lease that in any way,
directly or indirectly, affects the Yahoo ROFR Provisions (including, without limitation, any renewal, substitution, expansion or replacement of the rights of Yahoo!, Inc. set forth therein) without the consent of the Agent. Notwithstanding anything
to the contrary contained herein, Borrower shall have the right to terminate the Yahoo ROFR Provisions and the Yahoo ACC4 Memorandum in their entirety. 
 §8.6 Compliance with Environmental Laws. Borrower will not, and will not permit any other Person to, do any of the following: (a) use the Mortgaged Property or any portion thereof as a
facility for the handling, processing, storage or disposal of Hazardous Substances, except for quantities of Hazardous Substances used in the ordinary course of operating large-scale data centers and in material compliance with all applicable
Environmental Laws, (b) cause or permit to be located on the Mortgaged Property any underground tank or other underground storage receptacle for Hazardous Substances except in full compliance with Environmental Laws, (c) generate any
Hazardous Substances on the Mortgaged Property except in full compliance with Environmental Laws, (d) conduct any activity at the Mortgaged Property or use the Mortgaged Property in any manner that could reasonably be contemplated to cause a
Release of Hazardous Substances on, upon or into the Mortgaged Property or any surrounding properties or any threatened Release of Hazardous Substances which might give rise to liability under CERCLA or any other Environmental Law, or
(e) directly or indirectly transport or arrange for the transport of any Hazardous Substances (except in compliance with all Environmental Laws). 
 Borrower shall: 
 (i) in the event of any change in Environmental Laws governing
the assessment, release or removal of Hazardous Substances, take all reasonable action (including, without limitation, the conducting of engineering tests at the sole expense of Borrower) to confirm that no Hazardous Substances are or ever were
Released or disposed of on the Mortgaged Property in violation of applicable Environmental Laws; and 
 (ii) if any Release or
disposal of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which may otherwise expose it to liability shall occur or shall have occurred on the Mortgaged Property (including without
limitation any such Release or disposal occurring prior to the acquisition or leasing of the Mortgaged Property by Borrower), Borrower shall, after obtaining knowledge thereof, cause the prompt containment and removal of such Hazardous Substances
and

  

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remediation of the Mortgaged Property in full compliance with all applicable Environmental Laws; provided, that Borrower shall be deemed to be in compliance with Environmental Laws for the
purpose of this clause (ii) so long as it or a responsible third party with sufficient financial resources is taking reasonable action to remediate or manage any event of noncompliance to the satisfaction of the Agent and no action shall have
been commenced by any enforcement agency. The Agent may engage its own Environmental Engineer to review the environmental assessments and the compliance with the covenants contained herein. 
 At any time after an Event of Default shall have occurred hereunder the Agent may at its election (and will at the request of the Required
Lenders) obtain such environmental assessments of the Mortgaged Property prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous Substances are present in the
soil or water at or adjacent to the Mortgaged Property and (ii) whether the use and operation of the Mortgaged Property complies with all Environmental Laws to the extent required by the Loan Documents. Additionally, at any time that the Agent
or the Required Lenders shall have reasonable and objective grounds to believe that a Release or threatened Release of Hazardous Substances which any Person may be legally obligated to contain, correct or otherwise remediate or which otherwise may
expose such Person to liability may have occurred, relating to the Mortgaged Property, or that the Mortgaged Property is not in compliance with Environmental Laws to the extent required by the Loan Documents, Borrower shall promptly upon the request
of Agent obtain and deliver to Agent such environmental assessments of the Mortgaged Property prepared by an Environmental Engineer as may be necessary or advisable for the purpose of evaluating or confirming (i) whether any Hazardous
Substances are present in the soil or water at or adjacent to the Mortgaged Property and (ii) whether the use and operation of the Mortgaged Property comply with all Environmental Laws to the extent required by the Loan Documents. Environmental
assessments may include detailed visual inspections of the Mortgaged Property including, without limitation, any and all storage areas, storage tanks, drains, dry wells and leaching areas, and the taking of soil samples, as well as such other
investigations or analyses as are reasonably necessary or appropriate for a complete determination of the compliance of the Mortgaged Property and the use and operation thereof with all applicable Environmental Laws. All environmental assessments
contemplated by this §8.6 shall be at the sole cost and expense of Borrower. 
 §8.7 Distributions. Except as
contemplated by §2.9 above, unless and until the amounts on deposit in the Cash Collateral Account have been fully released to Borrower in accordance with §2.7 hereof, Borrower shall make no Distributions other than disbursements into a
master disbursement account in the name of the Guarantor to pay Borrower’s obligations incurred in the ordinary course of Borrower’s business. From and after the complete release of such amounts, Borrower shall make no Distributions except
for amounts not needed to pay amounts payable under the Loan Documents and other expenses of the Mortgaged Property. Notwithstanding anything to the contrary contained herein, in the event that a Default or an Event of Default shall have occurred
and be continuing, Borrower shall make no Distributions. 
 §8.8 Asset Sales. Guarantor will not sell, transfer or
otherwise dispose of any material asset other than pursuant to a bona fide arm’s length transaction. 
  

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 §8.9 Restrictions on Transfer of Property. Notwithstanding anything to the
contrary contained herein, Borrower shall not: 
 (a) [Intentionally Omitted] 
 (b) sell, convey, transfer or exchange any of its assets (including, without limitation, the Mortgaged Property), or any portion thereof,
whether now owned or hereafter acquired; provided, however, the foregoing shall not apply to (i) sales or dispositions in the ordinary course of business of worn, obsolete or damaged items of personal property or fixtures which are suitably
replaced or (ii) any sale, conveyance, transfer or exchange of a Release Property immediately following the release of such Release Property from the lien of the Mortgage in accordance with §34 hereof. 
 §8.10 Power Agreement. Borrower shall not, nor shall Borrower permit any party to, amend, supplement, modify, terminate or
cancel the Power Agreement, without the prior written consent of Required Lenders. 
 §8.11 Zoning and Contract Changes
and Compliance. Borrower shall not initiate or consent to any zoning reclassification of the Mortgaged Property or seek any variance under any existing zoning ordinance or use or permit the use of the Mortgaged Property in any manner that could
result in such use becoming a non-conforming use under any zoning ordinance or any other applicable land use law, rule or regulation. Borrower shall not initiate any change in any laws, requirements of governmental authorities or obligations created
by private contracts and Leases which now or hereafter may materially adversely affect the ownership, occupancy, use or operation of the Mortgaged Property. 
 §8.12 Derivatives Contracts. Borrower shall not contract, create, incur, assume or suffer to exist any Derivatives Contracts except for Hedge Obligations. 
 §8.13 Transactions with Affiliates. Borrower and Guarantor will not permit to exist or enter into any transaction (including the
purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate, except (i) transactions in connection with the Management Agreement, and (ii) transactions pursuant to the reasonable requirements of
the business of such Person and upon fair and reasonable terms which are no less favorable to such Person than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate. 
 §8.14 Equity Pledges. Notwithstanding anything in this Agreement to the contrary, Managing Member will not create or incur or
suffer to be created or incurred any Lien on any of its direct or indirect legal, equitable or beneficial interest in Borrower, including, without limitation, any Distributions or rights to Distributions on account thereof. 
  

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 §8.15 Management Fees. 
 (a) Borrower shall not pay, and shall not permit to be paid, any management fees or other payments under any Management Agreement for the
Mortgaged Property to Borrower or any other manager that is an Affiliate of Borrower in the event that a Default or Event of Default shall have occurred and be continuing. 
 (b) Borrower shall not pay to Borrower or any other Affiliate of Borrower any asset management fee under the organizational agreements of
such Borrower in the event that a Default or Event of Default shall have occurred and be continuing. 
 §9. FINANCIAL COVENANTS.

 Borrower and Guarantor covenant and agree that, so long as any Loan or Note is outstanding: 
 §9.1 Maximum Loan-To-Value. The principal amount of the Loans (including, if applicable, the Primary Commitment Increase under
§2.10 and the Commitment Increase under §2.11 hereof) shall not exceed sixty percent (60%) of the Appraised Value (as determined by the Appraisal of the Mortgaged Property most recently delivered to, and approved by, the Required
Lenders in accordance with the terms of this Agreement) of the Mortgaged Property. This covenant shall be tested quarterly at the end of each calendar quarter commencing with the calendar quarter ending December 31, 2009 and continuing through
and including the Maturity Date. In the event any such quarterly test reveals that the then principal amount of the Loans exceeds sixty percent (60%) of the then Appraised Value, Borrower and Guarantor shall be required to prepay the Loans
within thirty (30) days in an amount necessary to satisfy this covenant, which prepayment shall not be prohibited during the Lock-Out Period. In connection with any such prepayment of the Loans, Borrower shall pay Agent for the account of the
Lenders any sums that may be due under §4.8. Any portion of the Loans that is prepaid may not be reborrowed. 
 §9.2
Consolidated Total Indebtedness to Gross Asset Value. Guarantor will not permit Consolidated Total Indebtedness to exceed sixty-five percent (65%) of Guarantor’s Gross Asset Value. 
 §9.3 Minimum Debt Service Coverage Ratio. The Debt Service Coverage Ratio for the calendar quarter ending March 31, 2011
shall be no less than 1.00:1.00. The Debt Service Coverage Ratio for the calendar quarter ending June 30, 2011 shall be no less than 1.00:1.00. The Debt Service Coverage Ratio for the calendar quarter ending September 30, 2011 shall be no
less than 1.15:1.00. The Debt Service Coverage Ratio for the calendar quarter ending December 31, 2011 shall be no less than 1.15:1.00. Commencing with the calendar quarter ending March 31, 2012 and continuing through and including the
Maturity Date, Borrower will not permit the Debt Service Coverage Ratio to be less than 1.50:1.00. Notwithstanding the foregoing, in the event the Total Commitment is increased in accordance with §2.11 hereof, commencing with the calendar
quarter during which the effective date of such increase in the Total Commitment occurs and continuing through and including the Maturity Date, Borrower will not permit the Debt Service Coverage Ratio to be less than 1.65:1.00. In the event the Debt


  

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Service Coverage Ratio for any calendar quarter is less than the minimum Debt Service Coverage set forth above for such quarter, Borrower and Guarantor shall be required to prepay the Loans
within thirty (30) days in an amount necessary to satisfy this covenant, which prepayment shall not be prohibited during the Lock-Out Period. 
 Without limiting the foregoing, in the event a default (beyond applicable notice and cure periods (if any)) or an event of default on the part of the tenant has occurred and is continuing under any Lease
with a tenant that leases at least twenty-five percent (25%) of the critical load power available to any Building, Agent shall have the right to test this covenant at such time and exclude the defaulted Lease from such calculation. If the Debt
Service Coverage Ratio (excluding the defaulted Lease) is less than the minimum Debt Service Coverage Ratio set forth above for the calendar quarter during which such default or event of default occurs, Borrower and Guarantor shall be required to
prepay the Loans within thirty (30) days in an amount necessary to satisfy this covenant, which prepayment shall not be prohibited during the Lock-Out Period. 
 In connection with any prepayment of the Loans under this §9.3, Borrower shall pay Agent for the account of the Lenders any sums that may be due under §4.8. Any portion of the Loans that is
prepaid may not be reborrowed. 
 §9.4 Adjusted Consolidated EBITDA to Consolidated Fixed Charges. Guarantor will
not permit the ratio of Adjusted Consolidated EBITDA determined for the most recently ended calendar quarter to Consolidated Fixed Charges for the most recently ended calendar quarter annualized, to be less than 1.45 to 1.0. 
 §9.5 Minimum Consolidated Tangible Net Worth. Guarantor will not at any time permit its Consolidated Tangible Net Worth to be
less than the sum of (i) $575,425,096.00 plus (ii) seventy-five percent (75%) of the sum of (A) any Net Offering Proceeds after the date hereof, plus (B) the value of interests in Guarantor or interests in REIT issued upon
the contribution of assets to REIT, Guarantor or its Subsidiaries after the date hereof (with such value determined at the time of contribution). 
 §9.6 Development Cost Limitation. The investments of Guarantor and its Subsidiaries in Data Center Property development projects (each, a “Development Project”) shall be limited to
$1,000,000,000.00 (the “Development Cost Limit”), which shall be calculated at the greater of (a) the total budgeted cost to complete such Development Project and (b) the actual cost of such Development Project, provided that
Guarantor and its Subsidiaries shall not at anytime have more than five (5) Development Projects ongoing. If a Development Project is being developed in multiple phases, only the phase(s) actually being constructed shall be considered a
Development Project for purposes of §9.6. Once construction of a phase is substantially complete and the phase is eighty percent (80%) leased, then such phase shall be excluded from the Development Cost Limit. 
  

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 §10. CLOSING CONDITIONS. 
 The obligation of the Lenders to make the Loans shall be subject to the satisfaction of the following conditions precedent: 
 §10.1 Loan Documents. Each of the Loan Documents (other than the Interest Rate Protection Agreement to the extent not executed at Closing) shall have been duly executed and delivered by the
respective parties thereto and shall be in full force and effect. The Agent shall have received a fully executed counterpart of each such document. 
 §10.2 Certified Copies of Organizational Documents. The Agent shall have received from Borrower and Guarantor a copy, certified as of a recent date by the appropriate officer of each State in
which such Person is organized and in which the Mortgaged Property is located and a duly authorized officer, partner or member of such Person, as applicable, to be true and complete, of the partnership agreement, corporate charter or operating
agreement and/or other organizational agreements of such Person (including good standing and legal existence certificates), as applicable, and its qualification to do business, as applicable, as in effect on such date of certification. 

§10.3 Resolutions. All action on the part of Borrower and Guarantor, as applicable, necessary for the valid execution,
delivery and performance by such Person of this Agreement and the other Loan Documents to which such Person is a party shall have been duly and effectively taken, and evidence thereof reasonably satisfactory to the Agent shall have been provided to
the Agent. 
 §10.4 Incumbency Certificate; Authorized Signers. The Agent shall have received from Borrower and
Guarantor an incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each individual who shall be authorized to sign, in the name and on behalf
of such Person, each of the Loan Documents to which such Person is or is to become a party. The Agent shall have also received from Borrower a certificate, dated as of the Closing Date, signed by a duly authorized representative of Borrower and
giving the name and specimen signature of each Authorized Officer who shall be authorized to give notices and to take other action on behalf of Borrower under the Loan Documents. 
 §10.5 Opinion of Counsel. The Agent shall have received an opinion addressed to the Lenders and the Agent and dated as of the
Closing Date from counsel to Borrower and Guarantor in form and substance reasonably satisfactory to the Agent. 
 §10.6
Payment of Fees. Borrower shall have paid to the Agent the fees payable pursuant to §4.2. 
 §10.7
Insurance. The Agent shall have received certificates evidencing that the Agent and the Lenders are named as mortgagee and additional insured, as applicable, on all policies of insurance as required by this Agreement or the other Loan
Documents. 
 §10.8 Performance; No Default. Borrower and Guarantor shall have performed and complied with all terms
and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default. 
 §10.9 Representations and Warranties. The representations and warranties made by Borrower and Guarantor in the Loan Documents or
otherwise made by or on behalf of Borrower or Guarantor in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the Closing
Date. 
  

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 §10.10 Proceedings and Documents. All proceedings in connection with the
transactions contemplated by this Agreement and the other Loan Documents shall be reasonably satisfactory to the Agent and the Agent’s counsel in form and substance, and the Agent shall have received all information and such counterpart
originals or certified copies of such documents and such other certificates, opinions, assurances, consents, approvals or documents as the Agent and the Agent’s counsel may reasonably require. 
 §10.11 Perfection of Liens. The Agent shall have received evidence reasonably satisfactory to it that the Security Documents are
effective to create in favor of the Agent a legal, valid and enforceable first lien or security title and security interest in the Collateral (including, without limitation, the Mortgaged Property) and that all filings, recordings, deliveries of
instruments and other actions necessary or desirable to protect and preserve such liens or security title or security interests have been duly effected. 
 §10.12 Compliance Certificate. The Agent shall have received a Compliance Certificate dated as of the date of the Closing Date demonstrating compliance with each of the covenants calculated
therein as of the most recent calendar quarter for which Borrower and Guarantor has provided financial statements under §6.4 adjusted in the best good faith estimate of Borrower and Guarantor as of the Closing Date. 
 §10.13 Appraisal. The Agent shall have received an Appraisal of the Mortgaged Property in form and substance satisfactory to the
Agent, and the Agent shall have determined the Appraised Value for the Mortgaged Property. 
 §10.14 Consents. The
Agent shall have received evidence reasonably satisfactory to the Agent that all necessary stockholder, partner, member or other consents required in connection with the consummation of the transactions contemplated by this Agreement and the other
Loan Documents have been obtained. 
 §10.15 Intentionally Omitted. 
 §10.16 Other Mortgaged Property Documents. Except as provided in the Post Closing Agreement, the Agent shall have received
(a) a survey of the Mortgaged Property, (b) a mortgagee’s title policy (issued by an acceptable title insurance company) with respect to the Mortgaged Property, (c) subordination, attornment and non-disturbance agreements and
estoppel certificates (such certificates to be dated not more than thirty (30) days prior to the Closing Date) from tenants of the Mortgaged Property, (d) true copies of all Leases relating to the Mortgaged Property as the Agent may
request and a Rent Roll for the Mortgaged Property certified by Borrower as accurate and complete as of a recent date, together with a form of Lease, if any, to be used by Borrower in connection with future leasing of the Mortgaged Property,
(e) Intentionally Omitted and (f) a hazardous waste site assessment report addressed to the Agent (or the subject of a reliance letter addressed to, and in a form reasonably satisfactory to, the Agent) concerning Hazardous Substances and
asbestos on such Real Estate dated or updated not more than one hundred eighty (180) days prior to the Closing Date, each in form and substance acceptable to Agent in Agent’s reasonable discretion. 
  

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 §10.17 Loan-To-Value. The principal amount of the Loan shall not exceed sixty
percent (60%) of the Appraised Value (as determined by the Appraisal of the Mortgaged Property delivered to, and approved by, Agent on the Closing Date pursuant to §10.13 hereof) of the Mortgaged Property. 
 §10.18 Tenant Improvements and Construction Allowances. The Agent shall have received a certificate setting forth the exceptions
to the representations and warranties contained in §6.30 hereof. 
 §10.19 Other. The Agent shall have reviewed
such other documents, instruments, certificates, opinions, assurances, consents and approvals as the Agent or the Agent’s Special Counsel may reasonably have requested. 
 §11. [INTENTIONALLY OMITTED.] 
 §12. EVENTS OF DEFAULT; ACCELERATION; ETC. 

§12.1 Events of Default and Acceleration. If any of the following events (“Events of Default” or, if the giving of
notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur: 
 (a) Borrower shall fail to pay any principal of the Loans when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; 
 (b) Borrower shall fail to pay any interest on the Loans, or any fees or other sums due hereunder or under any of the other Loan Documents
when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; 
 (c) [Intentionally Omitted]; 
 (d) Borrower or Guarantor shall fail to perform
any other term, covenant or agreement contained in §9.1, §9.2, §9.3, §9.4, §9.5 or §9.6; 
 (e)
Borrower or Guarantor or any of its Subsidiaries shall fail to perform, or comply with, any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified in
the other subclauses of this §12 or in the other Loan Documents); 
 (f) any representation or warranty made by or on
behalf of Borrower or Guarantor in this Agreement or any other Loan Document, or any report, certificate, financial statement, request for a Loan, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any
advance of a Loan or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; 
  

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 (g) Borrower or Guarantor shall fail to pay when due (including, without limitation, at
maturity), or within any applicable period of grace, any principal, interest or other amount on account any obligation for borrowed money or credit received or other Indebtedness, or shall fail to observe or perform any term, covenant or agreement
contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or other Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the
holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; provided that, in the case of the Guarantor, the events described in §12.1(g) shall not constitute an Event of Default unless such
failure to perform, together with other failures to perform as described in §12.1(g), involve singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $25,000,000.00; 

(h) Borrower or Guarantor or REIT, (i) shall make an assignment for the benefit of creditors, or admit in writing its general
inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver for it or any substantial part of its assets, (ii) shall
commence any case or other proceeding relating to it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or (iii) shall
take any action to authorize or in furtherance of any of the foregoing; 
 (i) a petition or application shall be filed for the
appointment of a trustee or other custodian, liquidator or receiver of Borrower or Guarantor or REIT or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against any such Person under any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, and any such Person shall indicate its approval thereof, consent thereto or acquiescence
therein or such petition, application, case or proceeding shall not have been dismissed within sixty (60) days following the filing or commencement thereof; 
 (j) a decree or order is entered appointing a trustee, custodian, liquidator or receiver for Borrower or Guarantor or REIT or adjudicating any such Person, bankrupt or insolvent, or approving a petition
in any such case or other proceeding, or a decree or order for relief is entered in respect of any such Person in an involuntary case under federal bankruptcy laws as now or hereafter constituted; 
 (k) there shall remain in force, undischarged, unsatisfied and unstayed, for more than sixty (60) days, whether or not consecutive,
one or more uninsured or unbonded final judgments against Borrower or Guarantor that, either individually or in the aggregate, exceed $10,000,000.00; 
  

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 (l) any of the Loan Documents (including, without limitation, any Liens created, or
purported to be created by, any of the Loan Documents) shall be canceled, terminated, revoked or rescinded otherwise than in accordance with the terms thereof or the express prior written agreement, consent or approval of the Lenders, or any action
at law, suit in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents (including, without limitation, any Liens created, or purported to be created by, any of the Loan Documents) shall be commenced by or on behalf
of Borrower or Guarantor or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination, or issue a judgment, order, decree or ruling, to the effect that any one or more of the Loan
Documents (including, without limitation, any Liens created, or purported to be created by, any of the Loan Documents) is illegal, invalid or unenforceable in accordance with the terms thereof; 
 (m) any dissolution, termination, partial or complete liquidation, merger or consolidation of Borrower or Guarantor shall occur or any
sale, transfer or other disposition of the assets of Borrower or Guarantor shall occur other than as permitted under the terms of this Agreement or the other Loan Documents, or any dissolution or liquidation of REIT shall occur, or if REIT shall
wind-up its business, affairs or assets; 
 (n) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall
have occurred and the Required Lenders shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of Borrower or Guarantor or any of its Subsidiaries to the PBGC or such Guaranteed
Pension Plan in an aggregate amount exceeding $1,000,000.00 and (x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the
appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such plan; or (z) the PBGC shall have instituted
proceedings to terminate such Guaranteed Pension Plan; 
 (o) Borrower or Guarantor or any shareholder, officer, director,
partner or member of any of them shall be indicted for a federal crime, a punishment for which could include the forfeiture of (i) any assets of Borrower or Guarantor or any of its Subsidiaries which in the good faith judgment of the Required
Lenders could have a Material Adverse Effect, or (ii) the Collateral; 
 (p) Borrower shall fail to comply with the
covenants set forth in §8.9(b) hereof; 
 (q) an Event of Default under any of the other Loan Documents shall occur;

 (r) Borrower shall fail to comply with the covenants set forth in §8.6 hereof; 
 (s) a default (beyond applicable notice and cure periods (if any)) or an event of default has occurred and is continuing under the Grizzly
Loan, the Revolving Credit Agreement and/or any of the other Revolving Loan Documents; or 
 (t) a default (beyond applicable
notice and cure periods (if any)) or an event of default on the part of the landlord has occurred and is continuing under any Lease with a tenant that leases at least twenty-five percent (25%) of the critical load power available to any
Building; 
  

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 then, and in any such event, the Agent may, and upon the request of the Required Lenders shall, by notice in
writing to Borrower declare all amounts owing with respect to this Agreement, the Notes, and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by Borrower; provided that in the event of any Event of Default specified in §12.1(h), §12.1(i) or §12.1(j), all such amounts shall become immediately due and payable
automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Lenders or the Agent. 
 §12.2 Certain Cure Periods; Limitation of Cure Periods. Notwithstanding anything contained in §12.1 to the contrary, (i) no Event of Default shall exist hereunder upon the occurrence
of any failure described in §12.1(b) in the event that Borrower cures such Default within five (5) Business Days after the date such payment is due, provided that no such cure period shall apply to any payments due upon the maturity
of the Notes, and (ii) no Event of Default shall exist hereunder upon the occurrence of any failure described in §12.1(e) in the event that, (x) if such Default consists of the failure to provide insurance as required by §7.7,
Borrower cures such Default within fifteen (15) days following receipt of written notice of such Default, (y) if such Default consists of the failure to provide a Compliance Certificate and other items as required by §7.4(c), Borrower
cures such Default within five (5) days thereof or (z) with respect to the occurrence of any other failure described in §12.1(e) in the event that Borrower cures such Default within thirty (30) days following receipt of written
notice of such default, provided that the provisions of this clause (ii) shall not pertain to any default consisting of a failure to comply with §7.14, §7.19, §7.21, §7.22, §8.1, §8.2, §8.3, §8.4,
§8.5, §8.7, §8.8, §8.10, §8.14, §8.15 or to any Default excluded from any provision of cure of defaults contained in any other of the Loan Documents. 
 §12.3 [Intentionally Omitted.] 
 §12.4 Remedies. In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to
§12.1, the Agent on behalf of the Lenders may, and upon the direction of the Required Lenders shall, proceed to protect and enforce their rights and remedies under this Agreement, the Notes and/or any of the other Loan Documents by suit in
equity, action at law or other appropriate proceeding, including to the full extent permitted by applicable law the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents, the obtaining of the ex
parte appointment of a receiver, and, if any amount shall have become due, by declaration or otherwise, the enforcement of the payment thereof. No remedy herein conferred upon the Agent or the holder of any Note is intended to be exclusive of any
other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law. Notwithstanding the provisions of
this Agreement providing that the Loans may be evidenced by multiple Notes in favor of the Lenders, the Lenders acknowledge and agree that only the Agent may exercise any remedies arising by reason of a Default or Event of Default. If Borrower or
Guarantor fails to perform, or comply with, any agreement or

  

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covenant contained in this Agreement or any of the other Loan Documents beyond any applicable period for notice and cure or with respect to the obligations of Borrower under §7.7 fails to
perform, or comply with, any agreement or covenant contained in §7.7 without regard to any period for notice and cure, Agent may itself perform, or cause to be performed, any agreement or covenant of such Person contained in this Agreement or
any of the other Loan Documents which such Person shall fail to perform or comply with, and the out-of-pocket costs of such performance or compliance, together with any reasonable expenses, including reasonable attorneys’ fees actually incurred
(including attorneys’ fees incurred in any appeal) by Agent in connection therewith, shall be payable by Borrower and/or Guarantor upon demand and shall constitute a part of the Obligations and shall if not paid within five (5) days after
demand bear interest at the rate for overdue amounts as set forth in this Agreement. In the event that all or any portion of the Obligations is collected by or through an attorney-at-law, Borrower shall pay all costs of collection including, but not
limited to, reasonable attorney’s fees. 
 §12.5 Distribution of Collateral Proceeds. In the event that,
following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral or other
assets of Borrower or Guarantor, such monies shall be distributed for application as follows: 
 (a) First, to the payment of,
or (as the case may be) the reimbursement of the Agent for or in respect of, all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been paid, incurred or sustained by the Agent to protect or preserve the Collateral
or in connection with the collection of such monies by the Agent, for the exercise, protection or enforcement by the Agent of all or any of the rights, remedies, powers and privileges of the Agent or the Lenders under this Agreement or any of the
other Loan Documents or in respect of the Collateral or in support of any provision of adequate indemnity to the Agent against any taxes or liens which by law shall have, or may have, priority over the rights of the Agent or the Lenders to such
monies; 
 (b) Second, to all other Obligations (including any interest, expenses or other obligations incurred after the
commencement of a bankruptcy) in such order or preference as the Required Lenders shall determine; provided, that (i) distributions in respect of such other Obligations shall include, on a pari passu basis, any of Agent’s fees
payable pursuant to §4.2; and (ii) Obligations owing to the Lenders with respect to each type of Obligation such as interest, principal, fees and expenses shall be made among the Lenders pro rata; and provided, further that
the Required Lenders may in their discretion make proper allowance to take into account any Obligations not then due and payable; 
 (c) Third, to all Hedge Obligations (including any interest, expenses or other obligations incurred after the commencement of a bankruptcy) pro rata among the Lender Hedge Providers; and 
 (d) Fourth, the excess, if any, shall be returned to Borrower or to such other Persons as are entitled thereto. 
  

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

 §14. THE AGENT. 
 §14.1 Authorization. The Agent is authorized to take such action on behalf of each of the Lenders and to exercise all such powers as are hereunder and under any of the other Loan Documents and any related documents delegated to
the Agent, together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Agent. The obligations of the Agent hereunder
are primarily administrative in nature, and nothing contained in this Agreement or any of the other Loan Documents shall be construed to constitute the Agent as a trustee for any Lender or to create an agency or fiduciary relationship. Agent shall
act as the contractual representative of the Lenders hereunder, and notwithstanding the use of the term “Agent”, it is understood and agreed that Agent shall not have any fiduciary duties or responsibilities to any Lender by reason of this
Agreement or any other Loan Document and is acting as an independent contractor, the duties and responsibilities of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Borrower and any other Person shall be
entitled to conclusively rely on a statement from the Agent that it has the authority to act for and bind the Lenders pursuant to this Agreement and the other Loan Documents. 
 §14.2 Employees and Agents. The Agent may exercise its powers and execute its duties by or through employees or agents and shall
be entitled to take, and to rely on, advice of counsel concerning all matters pertaining to its rights and duties under this Agreement and the other Loan Documents. The Agent may utilize the services of such Persons as the Agent may reasonably
determine, and all reasonable fees and expenses of any such Persons shall be paid by Borrower. 
  

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 §14.3 No Liability. Neither the Agent nor any of its shareholders, directors,
officers or employees nor any other Person assisting them in their duties nor any agent, or employee thereof, shall be liable for (a) any waiver, consent or approval given or any action taken, or omitted to be taken, in good faith by it or them
hereunder or under any of the other Loan Documents, or in connection herewith or therewith, or be responsible for the consequences of any oversight or error of judgment whatsoever, except that the Agent or such other Person, as the case may be,
shall be liable for losses due to its willful misconduct or gross negligence as finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods or (b) any action taken or not taken by Agent with the
consent or at the request of the Required Lenders. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Agent for the account of the Lenders, unless the Agent has received notice from a Lender or Borrower referring to the Loan Documents and describing with reasonable specificity such Default or Event of Default and stating
that such notice is a “notice of default”. 
 §14.4 No Representations. Upon written request of any
Lender, the Agent shall confirm to such Lender the receipt (or non-receipt) of any documents, instruments or agreements required to be delivered to Agent by Borrower or Guarantor on the Closing Date in accordance with §10 hereof. The Agent
shall not be responsible for the execution or validity or enforceability of this Agreement, the Notes, any of the other Loan Documents or any instrument at any time constituting, or intended to constitute, collateral security for the Notes, or for
the value of any such collateral security or for the validity, enforceability or collectability of any such amounts owing with respect to the Notes, or for any recitals or statements, warranties or representations made herein, or any agreement,
instrument or certificate delivered in connection therewith or in any of the other Loan Documents or in any certificate or instrument hereafter furnished to it by or on behalf of Borrower or Guarantor or any of its Subsidiaries, or be bound to
ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants or agreements herein or in any of the other Loan Documents. The Agent shall not be bound to ascertain whether any notice, consent, waiver or request
delivered to it by Borrower or any holder of any of the Notes shall have been duly authorized or is true, accurate and complete. The Agent has not made nor does it now make any representations or warranties, express or implied, nor does it assume
any liability to the Lenders, with respect to the creditworthiness or financial condition of Borrower or Guarantor or any of its Subsidiaries, or the value of the Collateral or any other assets of Borrower or Guarantor or any of its Subsidiaries.
Each Lender acknowledges that it has, independently and without reliance upon the Agent or any other Lender, and based upon such information and documents as it has deemed appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agent or any other Lender, based upon such information and documents as it deems appropriate at the time, continue to make its own credit analysis and
decisions in taking or not taking action under this Agreement and the other Loan Documents. Agent’s Special Counsel has only represented Agent and TD in connection with the Loan Documents and the only attorney client relationship or duty of
care is between Agent’s Special Counsel and Agent or TD. Each Lender has been independently represented by separate counsel on all matters regarding the Loan Documents and the granting and perfecting of liens in the Collateral. 
  

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 §14.5 Payments. 
 (a) A payment by Borrower or Guarantor to the Agent hereunder or under any of the other Loan Documents for the account of any Lender shall
constitute a payment to such Lender. The Agent agrees to distribute to each Lender not later than one (1) Business Day after the Agent’s receipt of good funds, determined in accordance with the Agent’s customary practices, such
Lender’s pro rata share of payments received by the Agent for the account of the Lenders except as otherwise expressly provided herein or in any of the other Loan Documents. In the event that the Agent fails to distribute such amounts within
one (1) Business Day as provided above, the Agent shall pay interest on such amount at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. 
 (b) If in the opinion of the Agent the distribution of any amount received by it in such capacity hereunder, under the Notes or under any
of the other Loan Documents might involve it in liability, it may refrain from making such distribution until its right to make such distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction
shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom any such distribution shall have been made shall either repay to the Agent its proportionate share of the amount so adjudged to be repaid or
shall pay over the same in such manner and to such Persons as shall be determined by such court. 
 (c) Notwithstanding
anything to the contrary contained in this Agreement or any of the other Loan Documents, any Lender that fails (i) to make available to the Agent its pro rata share of any Loan, (ii) to comply with the provisions of §13 with respect
to making dispositions and arrangements with the other Lenders, where such Lender’s share of any payment received, whether by setoff or otherwise, is in excess of its pro rata share of such payments due and payable to all of the Lenders, in
each case as, when and to the full extent required by the provisions of this Agreement, or (iii) to perform any other obligation within the time period specified for performance, or if no time period is specified, if such failure continues for
a period of five (5) Business Days after notice from the Agent shall be deemed delinquent (a “Delinquent Lender”) and shall be deemed a Delinquent Lender until such time as such delinquency is satisfied. In addition to the rights and
remedies that may be available to the Agent at law and in equity, a Delinquent Lender’s right to participate in the administration of the Loan Documents, including, without limitation, any rights to consent to or direct any action or inaction
of the Agent pursuant to this Agreement or otherwise, or to be taken into account in the calculation of Required Lenders or any matter requiring approval of all of the Lenders, shall be suspended while such Lender is a Delinquent Lender. A
Delinquent Lender shall be deemed to have assigned any and all payments due to it from Borrower, whether on account of outstanding Loans, interest, fees or otherwise, to the remaining nondelinquent Lenders for application to, and reduction of, their
respective pro rata shares of all outstanding Loans. The Delinquent Lender hereby authorizes the Agent to distribute such payments to the nondelinquent Lenders in proportion to their respective pro rata shares of all outstanding Loans. The
provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary or (ii) any instruction of
Borrower as to its desired application of payments. The Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the obligations of any Delinquent Lender any amounts to be paid to such Delinquent Lender under this
Agreement,

  

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(ii) to collect interest from such Delinquent Lender for the period from the date on which the payment was due at the rate per annum equal to the Federal Funds Effective Rate plus one
percent (1%), for each day during such period, and (iii) bring an action or suit against such Delinquent Lender in a court of competent jurisdiction to recover the defaulted obligations of such Delinquent Lender. A Delinquent Lender shall be
deemed to have satisfied in full a delinquency when and if, as a result of application of the assigned payments to all outstanding Loans of the nondelinquent Lenders or as a result of other payments by the Delinquent Lenders to the nondelinquent
Lenders, the Lenders’ respective pro rata shares of all outstanding Loans have returned to those in effect immediately prior to such delinquency and without giving effect to the nonpayment causing such delinquency. 
 §14.6 Holders of Notes. Subject to the terms of §18, the Agent may deem and treat the payee of any Note as the absolute
owner or purchaser thereof for all purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder, assignee or transferee. 
 §14.7 Indemnity. To the extent not previously paid by the Borrower (and without limiting its obligation to do so), the Lenders
ratably agree hereby to indemnify and hold harmless the Agent from and against any and all claims, actions and suits (whether groundless or otherwise), losses, damages, costs, expenses (including any expenses for which the Agent has not been
reimbursed by Borrower as required by §15), and liabilities of every nature and character arising out of or related to this Agreement, the Notes, or any of the other Loan Documents or the transactions contemplated or evidenced hereby or
thereby, or the Agent’s actions taken hereunder or thereunder, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct or gross negligence as finally determined by a court of competent
jurisdiction after the expiration of all applicable appeal periods. The agreements in this §14.7 shall survive the payment of all amounts payable under the Loan Documents. 
 §14.8 Agent as Lender. In its individual capacity, TD shall have the same obligations and the same rights, powers and privileges
in respect to its Commitment and the Loans made by it, and as the holder of any of the Notes as it would have were it not also the Agent. 
 §14.9 Resignation. The Agent may resign at any time by giving thirty (30) calendar days’ prior written notice thereof to the Lenders and Borrower. The Required Lenders may remove the
Agent from its capacity as Agent in the event of the Agent’s gross negligence or willful misconduct provided, however, the vote of the Agent shall be deemed to have voted for removal if gross negligence or willful misconduct is determined by a
court of competent jurisdiction with all appeal periods having lapsed. Upon any such resignation, or removal, the Required Lenders, subject to the terms of §18.1, shall have the right to appoint as a successor Agent, any Lender or any bank
whose senior debt obligations are rated not less than “A” or its equivalent by Moody’s or not less than “A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Unless a Default or Event
of Default shall have occurred and be continuing, such successor Agent shall be reasonably acceptable to Borrower. If no successor Agent shall have been appointed and shall have accepted such appointment within thirty (30) days after the
retiring Agent’s giving of notice of resignation or the Required Lender’s removal of the Agent, then the retiring or removed Agent may, on behalf of the Lenders, appoint a

  

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successor Agent, which shall be any Lender or any financial institution whose senior debt obligations are rated not less than “A2” or its equivalent by Moody’s or not less than
“A” or its equivalent by S&P and which has a net worth of not less than $500,000,000.00. Upon the acceptance of any appointment as Agent, hereunder by a successor Agent, such successor Agent, shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent, shall be discharged from its duties and obligations hereunder as Agent. After any retiring Agent’s resignation or
removal, the provisions of this Agreement and the other Loan Documents shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent. Upon any change in the Agent under this
Agreement, the resigning or removed Agent shall execute such assignments of and amendments to the Loan Documents as may be necessary to substitute the successor Agent for the resigning or removed Agent. 
 §14.10 Duties in the Case of Enforcement. In case one or more Events of Default have occurred and shall be continuing, and
whether or not acceleration of the Obligations shall have occurred, the Agent may and, if (a) so requested by the Required Lenders and (b) the Lenders have provided to the Agent such additional indemnities and assurances in accordance with
their respective Commitment Percentages against expenses and liabilities as the Agent may reasonably request, shall proceed to exercise all or any legal and equitable and other rights or remedies as it may have; provided, however, that
unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem to be in the best
interests of the Lenders. Without limiting the generality of the foregoing, if Agent reasonably determines payment is in the best interest of all the Lenders, Agent may without the approval of the Lenders pay taxes and insurance premiums and spend
money for maintenance, repairs or other expenses which may be necessary to be incurred, and Agent shall promptly thereafter notify the Lenders of such action. Each Lender shall, within thirty (30) days of request therefor, pay to the Agent its
Commitment Percentage of the reasonable costs incurred by the Agent in taking any such actions hereunder to the extent that such costs shall not be promptly reimbursed to the Agent by Borrower or out of the Collateral within such period with respect
to the Mortgaged Property. The Required Lenders may direct the Agent in writing as to the method and the extent of any such exercise, the Lenders hereby agreeing to indemnify and hold the Agent harmless in accordance with their respective Commitment
Percentages from all liabilities incurred in respect of all actions taken or omitted in accordance with such directions, except to the extent that any of the same shall be directly caused by the Agent’s willful misconduct or gross negligence as
finally determined by a court of competent jurisdiction after the expiration of all applicable appeal periods, provided that the Agent need not comply with any such direction to the extent that the Agent reasonably believes the Agent’s
compliance with such direction to be unlawful in any applicable jurisdiction or commercially unreasonable under the UCC as enacted in any applicable jurisdiction. 
 §14.11 Bankruptcy. In the event a bankruptcy or other insolvency proceeding is commenced by or against Borrower with respect to the Obligations, the Agent shall have the sole and exclusive
right to file and pursue a joint proof claim on behalf of all Lenders. Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Required Lenders or all of the Lenders as required by this
Agreement. Each Lender irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt of written notice from the Lenders requesting
that Agent file such proof of claim. 
  

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 §14.12 Request for Agent Action. Agent and the Lenders acknowledge that in the
ordinary course of business of Borrower, (a) Borrower will enter into leases or rental agreements covering Mortgaged Property that may require the execution of a Subordination, Attornment and Non-Disturbance Agreement in favor of the tenant
thereunder, (b) Mortgaged Property may be subject to a Taking, (c) Borrower may desire to enter into easements or other agreements affecting the Mortgaged Property, or take other actions or enter into other agreements in the ordinary
course of business which similarly require the consent, approval or agreement of the Agent. In connection with the foregoing, the Lenders hereby expressly authorize the Agent, without further review or approval of the Lenders, to (w) execute
and deliver to Borrower Subordination, Attornment and Non-Disturbance Agreements with any tenant under a Lease upon such terms as Agent in its good faith judgment determines are appropriate (Agent in the exercise of its good faith judgment may agree
to allow some or all of the casualty, condemnation, restoration or other provisions of the applicable Lease to control over the applicable provisions of the Loan Documents), (x) execute releases of liens in connection with any Taking,
(y) execute consents or subordinations in form and substance satisfactory to Agent in connection with any easements or agreements affecting the Mortgaged Property, or (z) execute consents, approvals, or other agreements in form and
substance satisfactory to the Agent in connection with such other actions or agreements as may be necessary in the ordinary course of Borrower’s business. 
 Notwithstanding anything to the contrary contained herein, in connection with any Borrower request for a Partial Release in accordance with §34 hereof, the Lenders hereby expressly authorize the
Agent, without further review or approval of the Lenders, to execute and deliver to Borrower a Partial Release for any Release Property (and any other documents in connection with such action (including, without limitation, amendments to the Loan
Documents) in form and substance satisfactory to Agent) in accordance with §34 (provided all of the conditions to the issuance of such Partial Release in §34 have been satisfied in Agent’s judgment). 
 §14.13 Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or
otherwise authenticated by an Authorized Officer. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Agent may presume that such condition is satisfactory to such Lender unless the Agent shall have
received notice to the contrary from such Lender prior to the making of such Loan. The Agent may consult with legal counsel (who may be counsel for Borrower and/or Guarantor), independent accountants and other experts selected by it, and shall not
be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
  

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 §14.14 Deemed Consent or Approval. With respect to any requested amendment,
waiver, consent or other action which requires the approval of the Required Lenders or all of the Lenders, as the case may be, in accordance with the terms of this Agreement, or if Agent is required hereunder to seek or desires to seek the approval
of the Required Lenders or all of the Lenders, as the case may be, prior to undertaking a particular action or course of conduct, Agent in each such case shall provide each Lender with written notice of any such request for amendment, waiver or
consent or any other requested or proposed action or course of conduct, accompanied by such detailed background information and explanations as may be reasonably necessary to determine whether to approve or disapprove such amendment, waiver, consent
or other action or course of conduct. Such written notice of any such request shall contain printed in capital letters or boldface type a legend substantially to the following effect: 
 “THIS COMMUNICATION REQUIRES IMMEDIATE RESPONSE, FAILURE TO RESPOND WITHIN TEN (10) CALENDAR DAYS FROM THE RECEIPT OF THIS
COMMUNICATION SHALL RESULT IN THE EXCLUSION OF THE ADDRESSEE FROM ANY VOTING RIGHTS WITH RESPECT TO THE ACTION REQUESTED BY BORROWER OR THE COURSE OF CONDUCT PROPOSED BY AGENT AND RECITED ABOVE.” 
 If (i) a Lender fails to object to such action or course of conduct by written notice to Agent within ten (10) calendar days
of such Lender’s receipt of such notice, (ii) Agent sends a second (2nd) written notice of such request to such Lender containing in such notice printed in capital letters or boldface type the legend referenced above and (iii) such Lender fails to object to such
action or course of conduct by written notice to Agent within ten (10) calendar days of such Lender’s receipt of such second (2nd) notice, then in determining the percentage of Required Lenders or all of the Lenders, as the case may be, such
Lender will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentage of such Lender. 
 §14.15 Borrower Not Beneficiary. Except for the provisions of §14.9 relating to the appointment of a successor Agent, the
provisions of this §14 are solely for the benefit of the Agent and the Lenders, may not be enforced by Borrower, and except for the provisions of §14.9, may be modified or waived without the approval or consent of Borrower. 
 §14.16 [Intentionally Omitted.] 
 §14.17 Reliance on Hedge Provider. For purposes of applying payments received in accordance with §12.5, the Agent shall be entitled to rely upon the trustee, paying agent or other similar
representative (each, a “Representative”) or, in the absence of such a Representative, upon the holder of the Hedge Obligations for a determination (which each holder of the Hedge Obligations agrees (or shall agree) to provide upon request
of the Agent) of the outstanding Hedge Obligations owed to the holder thereof. Unless it has actual knowledge (including by way of written notice from such holder) to the contrary, the Agent, in acting hereunder, shall be entitled to assume that no
Hedge Obligations are outstanding. 
  

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 §15. EXPENSES. 
 Borrower and Guarantor agree to pay (a) the reasonable costs of producing and reproducing this Agreement, the other Loan Documents and the other agreements and instruments mentioned herein,
(b) any imposed taxes (including any interest and penalties in respect thereto) payable by the Agent or any of the Lenders (other than taxes based upon the Agent’s or any Lender’s gross or net income, except that the Agent and the
Lenders shall be entitled to indemnification for any and all amounts paid by them in respect of taxes based on income or other taxes assessed by any State in which the Mortgaged Property or other Collateral is located, such indemnification to be
limited to taxes due solely on account of the granting of Collateral under the Security Documents and to be net of any credit allowed to the indemnified party from any other State on account of the payment or incurrence of such tax by such
indemnified party), including any recording, mortgage, documentary or intangibles taxes in connection with the Mortgage and other Loan Documents, or other taxes payable on or with respect to the transactions contemplated by this Agreement, including
any such taxes payable by the Agent or any of the Lenders after the Closing Date (Borrower and Guarantor hereby agreeing to indemnify the Agent and each Lender with respect thereto), (c) all title insurance premiums, engineer’s fees,
environmental reviews and the reasonable fees, expenses and disbursements of the counsel to the Agent and any local counsel to the Agent incurred in connection with the preparation, administration, or interpretation of the Loan Documents and other
instruments mentioned herein, and amendments, modifications, approvals, consents or waivers hereto or hereunder, (d) the out-of-pocket fees, costs, expenses and disbursements of Agent incurred in connection with the syndication and/or
participation of the Loans, (e) all other reasonable out of pocket fees, expenses and disbursements of the Agent incurred by the Agent in connection with the preparation or interpretation of the Loan Documents and other instruments mentioned
herein, the addition or substitution of other Collateral, the review of leases and Subordination, Attornment and Non-Disturbance Agreements, the making of each advance hereunder, and the syndication of the Commitments pursuant to §18 (without
duplication of those items addressed in subparagraph (d), above), (f) all out-of-pocket expenses (including attorneys’ fees and costs, and the fees and costs of appraisers, engineers, investment bankers or other experts retained by any
Lender or the Agent) incurred by any Lender or the Agent in connection with (i) the enforcement of or preservation of rights under any of the Loan Documents against Borrower or Guarantor or the administration thereof after the occurrence of a
Default or Event of Default and (ii) any litigation, proceeding or dispute whether arising hereunder or otherwise, in any way related to the Agent’s or any of the Lenders’ relationship with Borrower or Guarantor (provided that any
attorneys fees and costs pursuant to this clause (f) shall be limited to those incurred by the Agent and one other counsel with respect to the Lenders as a group), (g) all reasonable fees, expenses and disbursements of the Agent incurred
in connection with UCC searches, UCC filings, title rundowns, title searches or mortgage recordings, (h) all reasonable out-of-pocket fees, expenses and disbursements (including reasonable attorneys’ fees and costs) which may be incurred
by TD in connection with the execution and delivery of this Agreement and the other Loan Documents (without duplication of any of the items listed above), and (i) all expenses relating to the use of Intralinks, SyndTrak or any other similar
system for the dissemination and sharing of documents and information in connection with the Loans. The covenants of this §15 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder. 

 

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 §16. INDEMNIFICATION. 
 Borrower and Guarantor, jointly and severally, agree to indemnify and hold harmless the Agent, the Lenders and the Arranger and each director, officer, employee, agent and Affiliate thereof and Person who
controls the Agent or any Lender or the Arranger against any and all claims, actions and suits, whether groundless or otherwise, and from and against any and all liabilities, losses, damages and expenses of every nature and character arising out of
or relating to this Agreement or any of the other Loan Documents or the transactions contemplated hereby and thereby including, without limitation, (a) any and all claims for brokerage, leasing, finders or similar fees which may be made
relating to the Mortgaged Property or the Loans, (b) any condition of the Mortgaged Property, (c) any actual or proposed use by Borrower of the proceeds of any of the Loans, (d) any actual or alleged infringement of any patent,
copyright, trademark, service mark or similar right of Borrower or Guarantor or any of its Subsidiaries, (e) Borrower and Guarantor entering into or performing this Agreement or any of the other Loan Documents, (f) any actual or alleged
violation of any law, ordinance, code, order, rule, regulation, approval, consent, permit or license relating to the Mortgaged Property, (g) with respect to Borrower and its properties and assets, the violation of any Environmental Law, the
Release or threatened Release of any Hazardous Substances or any action, suit, proceeding or investigation brought or threatened with respect to any Hazardous Substances (including, but not limited to, claims with respect to wrongful death, personal
injury, nuisance or damage to property), and (h) any use of Intralinks, SyndTrak or any other system for the dissemination and sharing of documents and information, in each case including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding; provided, however, that neither Borrower nor Guarantor shall be obligated under this §16 to indemnify any Person for
liabilities arising from such Person’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods. In litigation, or the preparation therefor, the Lenders
and the Agent shall be entitled to select a single law firm as their own counsel and, in addition to the foregoing indemnity, Borrower and Guarantor agree to pay promptly the reasonable fees and expenses of such counsel. If, and to the extent that
the obligations of Borrower or Guarantor under this §16 are unenforceable for any reason, Borrower and Guarantor hereby agree to make the maximum contribution to the payment in satisfaction of such obligations which is permissible under
applicable law. The provisions of this §16 shall survive the repayment of the Loans and the termination of the obligations of the Lenders hereunder. 
 §17. SURVIVAL OF COVENANTS, ETC. 
 All covenants, agreements, representations
and warranties made herein, in the Notes, in any of the other Loan Documents or in any documents or other papers delivered by or on behalf of Borrower or Guarantor pursuant hereto or thereto shall be deemed to have been relied upon by the Lenders
and the Agent, notwithstanding any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of any of the Loans, as herein contemplated, and shall continue in full force and effect so long as any amount
due under this Agreement or the Notes or any of the other Loan Documents remains outstanding. The indemnification obligations of Borrower and Guarantor provided herein and in the other Loan Documents shall survive the full repayment of amounts due
and the termination of the obligations of the Lenders hereunder and thereunder to the extent provided herein and therein.

  

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All statements contained in any certificate delivered to any Lender or the Agent at any time by or on behalf of Borrower or Guarantor pursuant hereto or in connection with the transactions
contemplated hereby shall constitute representations and warranties by such Person hereunder. 
 §18. ASSIGNMENT AND PARTICIPATION.

 §18.1 Conditions to Assignment by Lenders. Except as provided herein, each Lender may assign to an Eligible
Assignee all or a portion of its interests, rights and obligations under this Agreement (including all or a portion of its Commitment Percentage and Commitment and the same portion of the Loans at the time owing to it and the Notes held by it);
provided that (a) the Agent and, so long as no Default or Event of Default exists hereunder, Borrower shall have each given its prior written consent to such assignment, which consent shall not be unreasonably withheld or delayed
(provided that such consent shall not be required for (i) any assignment to another Lender, to a lender or an Affiliate of a Lender which controls, is controlled by or is under common control with the assigning Lender or to a wholly-owned
Subsidiary of such Lender or (ii) any assignment by a Lender that is a party to this Agreement on the date hereof (or is a party to this Agreement on such later date as contemplated by §2.10 hereof) to an Eligible Assignee), (b) each
such assignment shall be of a constant, and not a varying, percentage of all the assigning Lender’s rights and obligations under this Agreement with respect to the Commitment, (c) the parties to such assignment shall execute and deliver to
the Agent, for recording in the Register (as hereinafter defined) an Assignment and Acceptance Agreement in the form of Exhibit C annexed hereto, together with any Notes subject to such assignment, (d) in no event shall any
assignment be to any Person controlling, controlled by or under common control with, or which is not otherwise free from influence or control by, Borrower, Guarantor or REIT, (e) such assignee shall acquire an interest in the Loans of not less
than $5,000,000.00 and integral multiples of $1,000,000.00 in excess thereof (or if less, the remaining Loans of the assignor), unless waived by the Agent, and so long as no Default or Event of Default exists hereunder, Borrower, and (f) such
assignee shall be subject to the terms of any intercreditor agreement, if any, among the Lenders and the Agent. Upon execution, delivery, acceptance and recording of such Assignment and Acceptance Agreement, (i) the assignee thereunder shall be
a party hereto and all other Loan Documents executed by the Lenders and, to the extent provided in such Assignment and Acceptance Agreement, have the rights and obligations of a Lender hereunder, (ii) the assigning Lender shall, upon payment to
the Agent of the registration fee referred to in §18.2, be released from its obligations under this Agreement arising after the effective date of such assignment with respect to the assigned portion of its interests, rights and obligations
under this Agreement (provided any indemnification rights of such assigning Lender hereunder shall survive such assignment), and (iii) the Agent may unilaterally amend Schedule 1.1 to reflect such assignment. In connection with each
assignment, the assignee shall represent and warrant to the Agent, the assignor and each other Lender as to whether such assignee is controlling, controlled by, under common control with or is not otherwise free from influence or control by,
Borrower, Guarantor and REIT. Provided no Event of Default has occurred and is continuing, in the event that, as of result of any such assignment, Agent in its capacity as a Lender retains an interest in the Loans of less than $25,000,000.00 and
such amount is less than the retained interest of any other Lender, then the Agent shall offer to resign as Agent for the Lenders. 
  

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 §18.2 Register. The Agent shall maintain on behalf of Borrower a copy of each
assignment delivered to it and a register or similar list (the “Register”) for the recordation of the names and addresses of the Lenders and the Commitment Percentages of and principal amount of the Loans owing to the Lenders from time to
time. The entries in the Register shall be conclusive, in the absence of manifest error, and Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Agreement.
The Register shall be available for inspection by Borrower and the Lenders at any reasonable time and from time to time upon reasonable prior notice. Upon each such recordation, the assigning Lender agrees to pay to the Agent a registration fee in
the sum of $3,500.00. 
 §18.3 New Notes. Upon its receipt of an Assignment and Acceptance Agreement executed by the
parties to such assignment, together with each Note subject to such assignment, the Agent shall record the information contained therein in the Register. Within five (5) Business Days after receipt of notice of such assignment from Agent,
Borrower, at its own expense, shall execute and deliver to the Agent, in exchange for each surrendered Note, a new Note to the order of such assignee in an amount equal to the amount assigned to such assignee pursuant to such Assignment and
Acceptance Agreement and, if the assigning Lender has retained some portion of its obligations hereunder, a new Note to the order of the assigning Lender in an amount equal to the amount retained by it hereunder. Such new Notes shall provide that
they are replacements for the surrendered Notes, shall be in an aggregate principal amount equal to the aggregate principal amount of the surrendered Notes, shall be dated the effective date of such Assignment and Acceptance Agreement and shall
otherwise be in substantially the form of the assigned Notes. The surrendered Notes shall be canceled and returned to Borrower. 
 §18.4 Participations. Each Lender may sell participations to one or more Lenders or other entities in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents;
provided that (a) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder, (b) such participation shall not entitle such participant to any rights or privileges under this Agreement or
any Loan Documents, including without limitation, rights granted to the Lenders under §4.8, §4.9 and §4.10, (c) such participation shall not entitle the participant to the right to approve waivers, amendments or modifications,
(d) such participant shall have no direct rights against Borrower, (e) such sale is effected in accordance with all applicable laws, and (f) such participant shall not be a Person controlling, controlled by or under common control
with, or which is not otherwise free from influence or control by any of Borrower, Guarantor or REIT; provided, however, such Lender may agree with the participant that it will not, without the consent of the participant, agree to
(i) increase, or extend the term or extend the time or waive any requirement for the reduction or termination of, such Lender’s Commitment, (ii) extend the date fixed for the payment of principal of or interest on the Loans or
portions thereof owing to such Lender, (iii) reduce the amount of any such payment of principal or (iv) reduce the rate at which interest is payable thereon. Any Lender which sells a participation shall promptly notify the Agent of such
sale and the identity of the purchaser of such interest. 
 §18.5 Pledge by Lender. Any Lender may at any time
pledge all or any portion of its interest and rights under this Agreement (including all or any portion of its Note) to any of the twelve Federal Reserve Banks organized under §4 of the Federal Reserve Act, 12 U.S.C. §341 or to such other
Person as the Agent may approve to secure obligations of such lenders. No such pledge or the enforcement thereof shall release the pledgor Lender from its obligations hereunder or under any of the other Loan Documents. 
  

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 §18.6 No Assignment by Borrower. Borrower shall not assign or transfer any of
its rights or obligations under this Agreement without the prior written consent of each of the Lenders. 
 §18.7
Disclosure. Borrower agrees to promptly cooperate with any Lender in connection with any proposed assignment or participation of all or any portion of its Commitment. Borrower agrees that in addition to disclosures made in accordance with
standard banking practices any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder. Each Lender agrees for itself that it shall use
reasonable efforts in accordance with its customary procedures to hold confidential all non-public information obtained from Borrower or Guarantor that has been identified in writing as confidential by either of them, and shall use reasonable
efforts in accordance with its customary procedures to not disclose such information to any other Person, it being understood and agreed that, notwithstanding the foregoing, a Lender may make (a) disclosures to its participants (provided such
Persons are advised of the provisions of this §18.7), (b) disclosures to its directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors of such Lender (provided that such Persons who
are not employees of such Lender are advised of the provision of this §18.7), (c) disclosures customarily provided or reasonably required by any potential or actual bona fide assignee, transferee or participant or their respective
directors, officers, employees, Affiliates, accountants, appraisers, legal counsel and other professional advisors in connection with a potential or actual assignment or transfer by such Lender of any Loans or any participations therein (provided
such Persons are advised of the provisions of this §18.7), (d) disclosures to bank regulatory authorities or self-regulatory bodies with jurisdiction over such Lender, or (e) disclosures required or requested by any other governmental
authority or representative thereof or pursuant to legal process; provided that, unless specifically prohibited by applicable law or court order, each Lender shall notify Borrower of any request by any governmental authority or representative
thereof prior to disclosure (other than any such request in connection with any examination of such Lender by such government authority) for disclosure of any such non-public information prior to disclosure of such information. In addition, each
Lender may make disclosure of such information to any contractual counterparty in swap agreements or such contractual counterparty’s professional advisors (so long as such contractual counterparty or professional advisors agree to be bound by
the provisions of this §18.7). Non-public information shall not include any information which is or subsequently becomes publicly available other than as a result of a disclosure of such information by a Lender, or prior to the delivery to such
Lender is within the possession of such Lender if such information is not known by such Lender to be subject to another confidentiality agreement with or other obligations of secrecy to Borrower or Guarantor, or is disclosed with the prior approval
of Borrower or Guarantor. Nothing herein shall prohibit the disclosure of non-public information to the extent necessary to enforce the Loan Documents. 
 §18.8 Amendments to Loan Documents. Upon any such assignment or participation, Borrower and Guarantor shall, upon the request of the Agent, enter into such documents as may be reasonably
required by the Agent to modify the Loan Documents to reflect such assignment or participation. 
  

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 §18.9 Titled Agents. The Titled Agents shall not have any additional rights or
obligations under the Loan Documents, except for those rights, if any, as a Lender. 
 §19. NOTICES. 
 Each notice, demand, election or request provided for or permitted to be given pursuant to this Agreement (hereinafter in this §19
referred to as “Notice”), but specifically excluding to the maximum extent permitted by law any notices of the institution or commencement of foreclosure proceedings, must be in writing and shall be deemed to have been properly given or
served by personal delivery or by sending same by overnight courier or by depositing same in the United States Mail, postpaid and registered or certified, return receipt requested, or as expressly permitted herein, by telegraph, telecopy, telefax or
telex, and addressed as follows: 
 If to the Agent or TD: 
 TD Bank, National Association 
 370 Main Street 
 Worcester, MA 01608 
 Attention: David Yesue 
 Telecopy No.: (508) 368-6520 
 With a copy to: 
 Goulston & Storrs, PC 
 400 Atlantic Avenue 
 Boston, MA 02110 
 Attention: James H. Lerner, Esq. 
 Telecopy No.: (617) 574-7607 
 If to Borrower or Guarantor: 
 Fox Properties LLC or DuPont Fabros Technology, L.P., as applicable 
 c/o DuPont Fabros Technology, Inc. 
 1212 New York Avenue, N.W. 
 Suite 900 
 Washington, DC 20005 
 Attn: Chief Financial Officer 
 Telecopy No.: (202) 728-0220 
 With copies to: 
 Fox Properties LLC or DuPont Fabros Technology, L.P., as applicable 
 c/o DuPont Fabros Technology, Inc. 
 1212 New York Avenue, N.W. 
  

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 Suite 900 
 Washington, DC 20005 
 Attn: General Counsel 
 Telecopy No.: (202) 728-0220

 and 
 Cooley, Godward & Kronish LLP 
 One Freedom Square

 11951 Freedom Drive 
 Reston, Virginia 20190 
 Attn: John H. Toole, Esq. 
 Telecopy No.: (703) 456-8100

 to any other Lender which is a party hereto, at the address for such Lender set forth on its signature page hereto, and to any Lender which
may hereafter become a party to this Agreement, at such address as may be designated by such Lender. Each Notice shall be effective upon being personally delivered or upon being sent by overnight courier or upon being deposited in the United States
Mail as aforesaid, or if transmitted by telegraph, telecopy, telefax or telex is permitted, upon being sent and confirmation of receipt. The time period in which a response to such Notice must be given or any action taken with respect thereto (if
any), however, shall commence to run from (i) the date of receipt if personally delivered or sent by overnight courier, (ii) if transmitted by telegraph, telecopy, telefax or telex, upon receipt as evidenced by electronic confirmation from
sender’s fax machine or successful transmission if received during normal business hours during a Business Day and otherwise on the next Business Day, or (iii) if so deposited in the United States Mail, the earlier of three
(3) Business Days following such deposit or the date of receipt as disclosed on the return receipt. Rejection or other refusal to accept or the inability to deliver because of changed address for which no notice was given shall be deemed to be
receipt of the Notice sent. By giving at least fifteen (15) days prior Notice thereof, Borrower, Guarantor, a Lender or Agent shall have the right from time to time and at any time during the term of this Agreement to change their respective
addresses and each shall have the right to specify as its address any other address within the United States of America. 
 §20.
RELATIONSHIP. 
 Neither the Agent nor any Lender has any fiduciary relationship with or fiduciary duty to Borrower or Guarantor
or any of its Subsidiaries arising out of or in connection with this Agreement or the other Loan Documents or the transactions contemplated hereunder and thereunder, and the relationship between each Lender and Agent, and Borrower is solely that of
a lender and borrower, and nothing contained herein or in any of the other Loan Documents shall in any manner be construed as making the parties hereto partners, joint venturers or any other relationship other than lender and borrower. 

 

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 §21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE. 
 THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS, EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR THEREIN, SHALL BE GOVERNED BY THE
LAWS OF THE COMMONWEALTH OF VIRGINIA. EACH OF BORROWER AND GUARANTOR AGREE THAT ANY SUIT FOR THE ENFORCEMENT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN ANY COURT OF COMPETENT JURISDICTION IN THE COMMONWEALTH OF VIRGINIA
(INCLUDING ANY FEDERAL COURT SITTING THEREIN). EACH OF BORROWER AND GUARANTOR FURTHER ACCEPT, GENERALLY AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF SUCH COURTS AND ANY RELATED APPELLATE COURT AND IRREVOCABLY (i) AGREE TO BE BOUND BY
ANY JUDGMENT RENDERED THEREBY WITH RESPECT TO THIS AGREEMENT AND ANY OF THE OTHER LOAN DOCUMENTS AND (ii) WAIVE ANY OBJECTION EITHER OF THEM MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH A
COURT IS AN INCONVENIENT FORUM. EACH OF BORROWER AND GUARANTOR FURTHER AGREE THAT SERVICE OF PROCESS IN ANY SUCH SUIT MAY BE MADE UPON BORROWER AND GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19 HEREOF. IN ADDITION TO THE COURTS OF THE
COMMONWEALTH OF VIRGINIA OR ANY FEDERAL COURT SITTING THEREIN, THE AGENT OR ANY LENDER MAY BRING ACTION(S) FOR ENFORCEMENT ON A NONEXCLUSIVE BASIS WHERE ANY COLLATERAL OR ASSETS OF BORROWER OR GUARANTOR EXIST AND BORROWER AND GUARANTOR CONSENT TO
THE NONEXCLUSIVE JURISDICTION OF SUCH COURTS AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON BORROWER OR GUARANTOR BY MAIL AT THE ADDRESS SPECIFIED IN SECTION 19 HEREOF. 
 §22. HEADINGS. 
 The captions in this Agreement are for convenience of
reference only and shall not define or limit the provisions hereof. 
 §23. COUNTERPARTS. 
 This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which
when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party against
whom enforcement is sought. 
 §24. ENTIRE AGREEMENT, ETC. 
 This Agreement and the Loan Documents is intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Agreement and the Loan Documents. All prior or
contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superseded by this Agreement and the Loan Documents, and no party is relying on any promise, agreement or understanding not set forth in this
Agreement and the Loan Documents. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated, except as provided in §27. 
  

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 §25. WAIVER OF JURY TRIAL AND CERTAIN DAMAGE CLAIMS. 
 EACH OF BORROWER, GUARANTOR, THE AGENT AND THE LENDERS HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING
OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS. BORROWER AND GUARANTOR HEREBY WAIVE ANY RIGHT
THEY MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PUNITIVE OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER AND GUARANTOR
(A) CERTIFY THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY LENDER OR THE AGENT HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH LENDER OR THE AGENT WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(B) ACKNOWLEDGE THAT THE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS §25. BORROWER AND
GUARANTOR ACKNOWLEDGE THAT THEY HAVE HAD AN OPPORTUNITY TO REVIEW THIS §25 WITH LEGAL COUNSEL AND THAT BORROWER AND GUARANTOR AGREE TO THE FOREGOING AS THEIR FREE, KNOWING AND VOLUNTARY ACT. 
 §26. DEALINGS WITH BORROWER AND GUARANTOR. 
 The Agent, the Lenders and their affiliates may accept deposits from, extend credit to, invest in, act as trustee under indentures of, serve as financial advisor of, and generally engage in any kind of
banking, trust or other business with Guarantor and its Subsidiaries or any of their Affiliates regardless of the capacity of the Agent or the Lender hereunder. The Lenders acknowledge that, pursuant to such activities, TD or its Affiliates may
receive information regarding such Persons (including information that may be subject to confidentiality obligations in favor of such Person) and acknowledge that the Agent shall be under no obligation to provide such information to them.

 §27. CONSENTS, AMENDMENTS, WAIVERS, ETC. 
 Except as otherwise expressly provided in this Agreement, any consent or approval required or permitted by this Agreement may be given, and any term of this Agreement or of any other instrument related
hereto or mentioned herein may be amended, and the performance or observance by Borrower or Guarantor of any terms of this Agreement or such other instrument or the continuance of any Default or Event of Default may be waived (either generally or in
a particular instance and either retroactively or prospectively) with, but only with, the written consent of the Required Lenders. Notwithstanding the foregoing, none of the following may occur without the written consent of each Lender directly
affected thereby: (a) a reduction in the

  

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rate of interest on any Note (other than a reduction or waiver of default interest); (b) an increase in the amount of the Commitment of any Lender (except to the extent such Lender elects to
increase its Commitment as provided in §2.10, §2.11 and §18.1); (c) a forgiveness, reduction or waiver of the principal of any unpaid Loan or any interest thereon or fee payable under the Loan Documents; (d) a change in the
amount of any fee payable to a Lender hereunder; (e) the postponement of any date fixed for any payment of principal of or interest on the Loan; (f) an extension of the Maturity Date; (g) a change in the manner of the ratable
distribution of any payments to the Lenders or the Agent; (h) the release of Borrower, Guarantor or any Collateral (except as provided in §34 hereof); (i) an amendment of the definition of Required Lenders or of any requirement for
consent by all of the Lenders; (j) any modification to require a Lender to fund a pro rata share of a request for an advance of the Loan made by Borrower other than based on its Commitment Percentage; (k) an amendment to this §27; or
(l) an amendment of any provision of this Agreement or the Loan Documents which requires the approval of all of the Lenders, or the Required Lenders to require a lesser number of Lenders to approve such action. The provisions of §14 may
not be amended without the written consent of the Agent. Borrower and Guarantor agree to enter into such modifications or amendments of this Agreement or the other Loan Documents as reasonably may be requested by TD in connection with the
syndication of the Loan, provided that no such amendment or modification materially increases any of the obligations, or materially decreases any of the rights, of Borrower hereunder. No waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon. No course of dealing or delay or omission on the part of Agent or any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or
demand upon any of Borrower or Guarantor shall entitle Borrower or Guarantor to other or further notice or demand in similar or other circumstances. 
 In the event that there two (2) or more Lenders hereunder and such Lenders are unable to reach a decision on an action requiring the consent of the Required Lenders and/or of Lenders other than the
Required Lenders (a “Consent Action”), then Agent may in its sole discretion provide written notice of such inability to each Lender (a “Deadlock Notice”). If a Deadlock Notice is delivered by Agent and a decision is not reached
on the relevant Consent Action within five (5) days thereafter, then Agent may elect, but is in no way obligated, to purchase the Note of each dissenting Lender (the “Responding Party”) upon written notice to such Responding Party.
The purchase price for the Responding Party’s Note will be the outstanding principal balance of such Responding Party’s Note as of the date of the sale, together with any accrued and unpaid interest. In the event that Agent shall elect to
purchase a Responding Party’s Note, such sale shall take place on a date and at a reasonable time and place designated by Agent, which shall be no later than fifteen (15) Business Days after Agent’s exercise of its purchase right.
Upon such sale, (i) the Responding Party shall transfer and assign to Agent, free and clear of all liens, claims, security interests, subparticipations and encumbrances, all of its rights, title and interest with respect to its Note (including,
without limitation, all of Responding Party’s Commitment with respect thereto, all Loans owing to it with respect thereto and all of its rights and obligations under this Agreement and the other Loan Documents) provided any indemnification
rights of such Responding Party hereunder shall survive such assignment; and (ii) Agent shall pay the applicable purchase price to the Responding Party by way of a wire transfer of immediately available funds to the account so designated by the
Responding Party. If the Responding Party fails to convey its Note as set forth above within the time and in the manner set forth above, then Agent shall have any and all remedies available to it at law or in equity, including specific performance.
For purposes of this §27, a Responding Party shall also include any Lender that refuses to execute any amendment, waiver or other modification that has otherwise been agreed to among the Agent, the Borrower and the Required Lenders. 

 

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 §28. SEVERABILITY. 
 The provisions of this Agreement are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any
jurisdiction. 
 §29. TIME OF THE ESSENCE. 
 Time is of the essence with respect to each and every covenant, agreement and obligation of Borrower and Guarantor under this Agreement and the other Loan Documents. 
 §30. NO UNWRITTEN AGREEMENTS. 
 THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. ANY ADDITIONAL TERMS OF THE AGREEMENT BETWEEN THE PARTIES ARE SET FORTH BELOW. 
 §31. REPLACEMENT NOTES. 
 Upon receipt of evidence reasonably satisfactory to Borrower of the loss, theft, destruction or mutilation of any Note, and in the case of
any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory to Borrower or, in the case of any such mutilation, upon surrender and cancellation of the applicable Note, Borrower will execute and deliver, in
lieu thereof, a replacement Note, identical in form and substance to the applicable Note and dated as of the date of the applicable Note and upon such execution and delivery all references in the Loan Documents to such Note shall be deemed to refer
to such replacement Note. 
 §32. NO THIRD PARTIES BENEFITED. 
 This Agreement and the other Loan Documents are made and entered into for the sole protection and legal benefit of Borrower, the Lenders, the Agent, the Lender Hedge Providers and their permitted
successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. All conditions to the
performance of the obligations of the Agent and the Lenders under this Agreement, including the obligation to make Loans are imposed solely and exclusively for the benefit of the Agent and the Lenders and no other Person shall have standing to
require satisfaction of such conditions in accordance with their terms or be entitled to assume that the Agent and the Lenders will refuse to make Loans in

  

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the absence of strict compliance with any or all thereof and no other Person shall, under any circumstances, be deemed to be a beneficiary of such conditions, any and all of which may be freely
waived in whole or in part by the Agent and the Lenders at any time if in their sole discretion they deem it desirable to do so. In particular, the Agent and the Lenders make no representations and assume no obligations as to third parties
concerning the quality of the construction by Borrower of any development or the absence therefrom of defects. 
 §33. PATRIOT ACT.

 Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies Borrower and Guarantor that, pursuant
to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrower and Guarantor, which information includes names and addresses and other information that will allow such Lender or the Agent, as
applicable, to identify Borrower and Guarantor in accordance with the Patriot Act. 
 §34. PARTIAL RELEASE(S) OF COLLATERAL. 
 Upon the Borrower giving not less than thirty (30) and not more than sixty (60) days’ advance written notice to Agent of
Borrower’s desire to release the Release Property expressly identified in such notice (each, a “Release Notice”) from the lien of the Mortgage, Borrower may obtain a Partial Release (hereinafter defined) from Agent with respect
to such Release Property expressly identified in its Release Notice and Agent shall, at Borrower’s expense, deliver a partial release of the Release Property from the lien of the Mortgage and the other Loan Documents in form and substance
satisfactory to Agent (a, “Partial Release”), so long as each of the following conditions precedent are satisfied prior to the effectiveness of any proposed release: 
 (a) no Default or Event of Default shall have occurred and be continuing on the date of the Release Notice or at the time of the release of
the Release Property (and the release of such Release Property shall not result in a Default or Event of Default under the Loan Documents); 
 (b) the Agent shall have received a new Appraisal of the Mortgaged Property that will remain encumbered by the Mortgage immediately following the proposed release of the Release Property in form and
substance satisfactory to the Required Lenders, and the Required Lenders shall have determined the Appraised Value for such remaining Mortgaged Property; 
 (c) the principal amount of the Loans shall not exceed fifty percent (50%) of the Appraised Value (as determined by the Appraisal of the remaining Mortgaged Property delivered to, and approved by,
Required Lenders as set forth in (b) above) of the remaining Mortgaged Property; provided, however, Borrower shall have the right to prepay the Loans prior to the effective date of the proposed release in an amount necessary to satisfy this
condition, which prepayment shall not be prohibited during the Lock-Out Period (it being understood and agreed that any portion of the Loans that is prepaid may not be reborrowed and, in connection with any such prepayment of the Loans, Borrower
shall pay Agent for the account of the Lenders any sums that may be due under §4.8); 
  

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 (d) the Debt Service Coverage Ratio shall not be less than 1.65 : 1.00 after giving effect
to the release of the Release Property (based, for purposes of this calculation, on the Net Operating Income of only the remaining Mortgaged Property); provided, however, Borrower shall have the right to prepay the Loans prior to the effective date
of the proposed release in an amount necessary to satisfy this condition, which prepayment shall not be prohibited during the Lock-Out Period (it being understood and agreed that any portion of the Loans that is prepaid may not be reborrowed and, in
connection with any such prepayment of the Loans, Borrower shall pay Agent for the account of the Lenders any sums that may be due under §4.8); 
 (e) the Release Property and the remainder of the Mortgaged Property still encumbered by the Mortgage immediately following the release shall be and constitute separate subdivided lots or condominium
units in accordance with all applicable laws, rules, regulations and ordinances and such subdivision shall not violate any Lease or instrument binding on the Borrower or affecting the remaining Mortgaged Property; 
 (f) To the extent Borrower desires to create condominium units in order to satisfy (e) above, Agent shall have approved the condominium
documents (and all related documents and/or instruments); 
 (g) each of the Release Property and the remainder of the Mortgaged
Property still encumbered by the Mortgage immediately following such release shall be a separate tax lot; 
 (h) after giving
effect to such proposed release of the Release Property, there shall be adequate vehicular and pedestrian access from the Mortgaged Property remaining encumbered by the Mortgage to public roads, and all utility and municipal services required for
the occupancy and operation of the remaining Mortgaged Property, including, but not limited to, water supply, storm and sanitary sewage disposal systems, cable services, gas, electric and telephone facilities, are available for tap-on at the
boundaries of the remaining Mortgaged Property (or through perpetual easements benefitting such remaining Mortgaged Property); 
 (i) after giving effect to such proposed release of the Release Property, the remainder of the Mortgaged Property still encumbered by the Mortgage shall not violate any zoning, land use or other applicable laws, rules, regulations or
ordinances and there shall be adequate parking (both for the Release Property and the remainder of the Mortgaged Property still so encumbered); 
 (j) Borrower shall have provided to Agent evidence reasonably satisfactory to Agent (including, without limitation, opinions of counsel and endorsements or updates to mortgagee title insurance policies)
that the provisions of this §34 have been complied with and that the portion of the Mortgaged Property which shall remain subject to the lien of the Mortgage and the other Loan Documents after the release of the Release Property shall comply
with all applicable laws, rules, regulations and ordinances and all Permitted Exceptions and that the lien of the Mortgage shall not be affected by such release (except that the Release Property shall no longer be encumbered by the Mortgage);

  

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 (k) Borrower shall have provided to Agent and the Lenders such amendments to the Loan
Documents as Agent deems reasonably necessary in connection with the proposed release of the Release Property and in furtherance thereof; 
 (l) the Borrower shall have paid or reimbursed Agent for all costs, expenses and fees incurred by Agent (including, without limitation, reasonable attorneys’ fees and disbursements) and all appraisal
costs in connection with the preparation and issuance of the requested release and the other matters contemplated hereby and the performance of Agent hereunder; and 
 (m) Agent shall have reasonably determined that the proposed release will not result in a Material Adverse Effect. 
 [signatures continued on next page] 
  

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

							
	BORROWER:
	
	FOX PROPERTIES LLC, a Delaware limited liability company
		
	By:	 	Safari Ventures LLC, a Delaware limited liability company, its Managing Member
			
		 	By:	 	DuPont Fabros Technology, Inc., a Maryland corporation, its Managing Member
				
		 		 	By:	 	 /s/ Lammot J. du Pont

		 		 	Name:	 	Lammot J. du Pont
		 		 	Title:	 	Executive Chairman of the Board
				
		 		 		 	(SEAL)
	
	GUARANTOR:
	
	DUPONT FABROS TECHNOLOGY, L.P., a Maryland limited partnership
		
	By:	 	DuPont Fabros Technology, Inc., a Maryland corporation, its Sole General Partner
			
		 	By:	 	 /s/ Lammot J. du Pont

		 		 	Name:	 	Lammot J. du Pont
		 		 	Title:	 	Executive Chairman of the Board
				
		 		 		 	(SEAL)


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 








			
	AGENT AND LENDERS:
	
	TD BANK, NATIONAL ASSOCIATION, individually as a Lender and as Agent
		
	By:	 	 /s/ David Yesue

	Name:	 	David Yesue
	Title:	 	Assistant Vice President










			
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Craig Malloy

	Name:	 	Craig Malloy
	Title:	 	Director










			
	JEFFERIES GROUP, INC.
		
	By:	 	 /s/ Charles J. Hendrickson

	Name:	 	Charles J. Hendrickson
	Title:	 	MD/Treasurer










			
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Dan LePage

	Name:	 	Dan LePage
	Title:	 	Authorized Signatory










			
	MIHI LLC
		
	By:	 	 /s/ Tim Bishop

	Name:	 	Tim Bishop
	Title:	 	President


  

	
	
	 /s/ Christine R. Rivera

	Christine R. Rivera
	Authorized Signatory, Secretary









			
	MACQUARIE BANK LIMITED
		
	By:	 	 /s/ Andrew Dainton

	Name:	 	Andrew Dainton
	Title:	 	Associate Director
		
	By:	 	 /s/ Gena Cerny

	Name:	 	Gena Cerny
	Title:	 	Manager









 EXHIBIT A 
 FORM OF NOTE 
             , 20     
 $         
 FOR VALUE RECEIVED, the undersigned (collectively,
“Maker”), hereby promise to pay to                     
                     (“Payee”), or order, in accordance with the terms of that certain Credit Agreement, dated as of
            , 20    , as from time to time in effect, among Fox Properties LLC, DuPont Fabros Technology, L.P., TD Bank, National Association, for itself
and as Agent, and such other Lenders as may be from time to time named therein (the “Credit Agreement”), to the extent not sooner paid, on or before the Maturity Date, the principal sum of
                     ($        ), or such amount as may be advanced by the Payee under the
Credit Agreement as a Loan with daily interest from the date thereof, computed as provided in the Credit Agreement, on the principal amount hereof from time to time unpaid, at a rate per annum on each portion of the principal amount which shall at
all times be equal to the rate of interest applicable to such portion in accordance with the Credit Agreement, and with interest on overdue principal and, to the extent permitted by applicable law, on overdue installments of interest and late
charges at the rates provided in the Credit Agreement. Interest shall be payable on the dates specified in the Credit Agreement, except that all accrued interest shall be paid at the stated or accelerated maturity hereof or upon the prepayment in
full hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. 
 Payments hereunder shall be made to the Agent for the Payee at c/o Investor Processing, Mail Code 02-206-01-35, 6000 Atrium Way, Mt. Laurel, New Jersey 08054, or at such other address as Agent may designate from time to time. 
 This Note is one of one or more Notes evidencing borrowings under and is entitled to the benefits and subject to the provisions of the
Credit Agreement. The principal of this Note may be due and payable in whole or in part prior to the Maturity Date and is subject to mandatory prepayment in the amounts and under the circumstances set forth in the Credit Agreement, and may be
prepaid in whole or from time to time in part, all as set forth in the Credit Agreement. 
 Notwithstanding anything in this
Note to the contrary, all agreements between the undersigned Maker and the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration
of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise
be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of
value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations of the undersigned Maker and to the payment of
interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations of the undersigned Maker, such excess shall be refunded to the undersigned

  

 A-1 








 
Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until
payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable
law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent. 
 In case an
Event of Default shall occur, the entire principal amount of this Note may become or be declared due and payable in the manner and with the effect provided in said Credit Agreement. 
 This Note shall be governed by the laws of the Commonwealth of Virginia. 
 The undersigned Maker and all guarantors and endorsers hereby waive presentment, demand, notice, protest, notice of intention to accelerate
the indebtedness evidenced hereby, notice of acceleration of the indebtedness evidenced hereby and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note, except as specifically otherwise
provided in the Credit Agreement, and assent to extensions of time of payment or forbearance or other indulgence without notice. 
 IN WITNESS WHEREOF, the undersigned has by its duly authorized officer executed this Note on the day and year first above written. 
  

							
	MAKER:
	
	FOX PROPERTIES LLC, a Delaware limited liability company
		
	By:	 	Safari Ventures LLC, a Delaware limited liability company, its Managing Member
			
		 	By:	 	DuPont Fabros Technology, Inc., a Maryland corporation, its Managing Member
				
		 		 	By:	 	  

		 		 	Name:	 	Lammot J. du Pont
		 		 	Title:	 	Executive Chairman of the Board
				
		 		 		 	(SEAL)


  

 A-2 








 EXHIBIT B 
 FORM OF COMPLIANCE CERTIFICATE 
 TD Bank, National Association, as Agent

 370 Main Street 
 Worcester, MA 01608

 Attn:                     

 Ladies and Gentlemen: 
 Reference is made to the Credit Agreement dated as of             , 20     (as the same may hereafter be amended, the “Credit
Agreement”) by and among Fox Properties LLC (“Borrower”), DuPont Fabros Technology, L.P. (“Guarantor”), TD Bank, National Association for itself and as Agent, and the other Lenders from time to time party thereto. Terms
defined in the Credit Agreement and not otherwise defined herein are used herein as defined in the Credit Agreement. 
 Pursuant
to the Credit Agreement, Borrower is furnishing to you herewith (or have most recently furnished to you) the consolidated financial statements of Guarantor for the fiscal period ended
                     (the “Balance Sheet Date”). Such financial statements have been prepared in accordance with GAAP and present
fairly the consolidated financial position of Guarantor at the date thereof and the results of its operations for the periods covered thereby. 
 This certificate is submitted in compliance with requirements of §7.4(c) or §10.12 of the Credit Agreement. If this certificate is provided under a provision other than §7.4(c), the
calculations provided below are made using the consolidated financial statements of Guarantor as of the Balance Sheet Date adjusted in the best good faith estimate of Guarantor to give effect to the making of a Loan, acquisition or disposition of
property or other event that occasions the preparation of this certificate; and the nature of such event and the estimate of Guarantor of its effects are set forth in reasonable detail in an attachment hereto. The undersigned officer is the chief
financial officer or chief accounting officer of Guarantor. 
 The undersigned representative has caused the provisions of the
Loan Documents to be reviewed and have no knowledge of any Default or Event of Default. (Note: If the signer does have knowledge of any Default or Event of Default, the form of certificate should be revised to specify the Default or Event of
Default, the nature thereof and the actions taken, being taken or proposed to be taken by Borrower with respect thereto.) 
 The
undersigned is providing the attached information to demonstrate compliance as of the date hereof with the covenants described in the attachment hereto. 
  

 B-1 








 IN WITNESS WHEREOF, the undersigned have duly executed this Compliance Certificate this
     day of         , 200  . 
  

							
	FOX PROPERTIES LLC, a Delaware limited liability company
		
	By:	 	Safari Ventures LLC, a Delaware limited liability company, its Managing Member
			
		 	By:	 	DuPont Fabros Technology, Inc., a Maryland corporation, its Managing Member
				
		 		 	By:	 	  

		 		 	Name:	 	Lammot J. du Pont
		 		 	Title:	 	Executive Chairman of the Board
				
		 		 		 	(SEAL)


  

 B-2 








 APPENDIX TO COMPLIANCE CERTIFICATE 
  

 B-3 








 WORKSHEET 
 GROSS ASSET VALUE 
  

						
	A.	  	Appraised Value of Stabilized Properties	  	$	 
			
	B.	  	Book Value of Development Properties, until the earlier of (x) the 1 year anniversary of the date of issuance of a certificate of occupancy for such Real Estate and
(y) the last day of the calendar quarter during which such Real Estate first achieves 85% occupancy:	  	$	 
			
	C.	  	Book Value of Land Assets:	  	$	 
			
	D.	  	Aggregate of Unrestricted Cash and Cash Equivalents:	  	$	 
			
	E.	  	Pro rata share of Gross Asset Value attributable to such assets owned by Unconsolidated Affiliates:	  	$	 
			
		  	Gross Assets Value equals sum of A plus B plus C plus D plus E	  	$	 

  

	*	Development Properties that have just become Stabilized Properties or newly acquired Real Estate may be included at book value determined in accordance with GAAP for up
to 90 days pending completion of a determination of the Appraised Value. 

  

 B-4 








 EXHIBIT C 
 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT 
 THIS
ASSIGNMENT AND ACCEPTANCE AGREEMENT (this “Agreement”) dated
                            , by and between
                             (“Assignor”), and
                             (“Assignee”). 
 W I T N E S S E T H: 
 WHEREAS, Assignor is a party to that certain Credit Agreement, dated             , 20    , by and among FOX PROPERTIES LLC
(“Borrower”), DuPont Fabros Technology, L.P. (“Guarantor”), the other lenders that are or may become a party thereto, and TD BANK, NATIONAL ASSOCIATION, individually and as Agent (the “Loan Agreement”); and

 WHEREAS, Assignor desires to transfer to Assignee [Describe assigned Commitment] under the Loan Agreement and
its rights with respect to the Commitment assigned and its Outstanding Loans with respect thereto; 
 NOW, THEREFORE, for
and in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable considerations, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows: 
 1. Definitions. Terms defined in the Loan Agreement and used herein without definition shall have the respective meanings assigned to
such terms in the Loan Agreement. 
 2. Assignment. 
 (a) Subject to the terms and conditions of this Agreement and in consideration of the payment to be made by Assignee to Assignor pursuant to
Paragraph 5 of this Agreement, effective as of the “Assignment Date” (as defined in Paragraph 7 below), Assignor hereby irrevocably sells, transfers and assigns to Assignee, without recourse, a portion of its Note in the amount of
$         representing a $         Commitment, and a
                     percent (    %) Commitment Percentage, and a corresponding interest in and to all of the
other rights and obligations under the Loan Agreement and the other Loan Documents relating thereto (the assigned interests being hereinafter referred to as the “Assigned Interests”), including Assignor’s share of all outstanding
Loans with respect to the Assigned Interests and the right to receive interest and principal on and all other fees and amounts with respect to the Assigned Interests, all from and after the Assignment Date, all as if Assignee were an original Lender
under and signatory to the Loan Agreement having a Commitment Percentage equal to the amount of the respective Assigned Interests. 
 (b) Assignee, subject to the terms and conditions hereof, hereby assumes all obligations of Assignor with respect to the Assigned Interests from and after the Assignment Date as if Assignee were an original Lender under and signatory to the
Loan Agreement and the “Intercreditor Agreement” (as hereinafter defined), which obligations shall include, but shall not be limited to, the obligation to indemnify the Agent as provided therein (such obligations, together with all other
obligations set forth in the Loan Agreement and the other Loan

  

 C-1 








 
Documents are hereinafter collectively referred to as the “Assigned Obligations”). Assignor shall have no further duties or obligations with respect to, and shall have no further
interest in, the Assigned Obligations or the Assigned Interests. 
 3. Representations and Requests of Assignor.

 (a) Assignor represents and warrants to Assignee (i) that it is legally authorized to, and has full power and authority
to, enter into this Agreement and perform its obligations under this Agreement; (ii) that as of the date hereof, before giving effect to the assignment contemplated hereby the principal face amount of Assignor’s Note is
$         and the aggregate outstanding principal balance of the Loans made by it equals $        , and (iii) that it has forwarded to the Agent the
Note held by Assignor. Assignor makes no representation or warranty, express or implied, and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution,
legality, validity, enforceability, genuineness or sufficiency of any Loan Document or any other instrument or document furnished pursuant thereto or in connection with the Loan, the collectability of the Loans, the continued solvency of Borrower or
Guarantor or the continued existence, sufficiency or value of the Collateral or any assets of Borrower or Guarantor which may be realized upon for the repayment of the Loans, or the performance or observance by Borrower or Guarantor of any of their
respective obligations under the Loan Documents to which it is a party or any other instrument or document delivered or executed pursuant thereto or in connection with the Loan; other than that it is the legal and beneficial owner of, or has the
right to assign, the interests being assigned by it hereunder and that such interests are free and clear of any adverse claim. 
 (b) Assignor requests that the Agent obtain replacement notes for each of Assignor and Assignee as provided in the Loan Agreement. 
 4. Representations of Assignee. Assignee makes and confirms to the Agent, Assignor and the other Lenders all of the representations, warranties and covenants of a Lender under Articles 14 and 18 of
the Loan Agreement. Without limiting the foregoing, Assignee (a) represents and warrants that it is legally authorized to, and has full power and authority to, enter into this Agreement and perform its obligations under this Agreement;
(b) confirms that it has received copies of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement; (c) agrees that it has and will, independently and without
reliance upon Assignor, any other Lender or the Agent and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in evaluating the Loans, the Loan Documents, the creditworthiness
of Borrower or Guarantor and the value of the assets of Borrower or Guarantor, and taking or not taking action under the Loan Documents and any intercreditor agreement among the Lenders and the Agent (the “Intercreditor Agreement”);
(d) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers as are reasonably incidental thereto pursuant to the terms of the Loan Documents and the Intercreditor Agreement; (e) agrees that,
by this Assignment, Assignee has become a party to and will perform in accordance with their terms all the obligations which by the terms of the Loan Documents and the Intercreditor Agreement are required to be performed by it as a Lender;
(f) represents and warrants that Assignee does not control, is not controlled by, is not under common control with and is otherwise free from

  

 C-2 








 
influence or control by, Borrower, Guarantor or REIT, (g) represents and warrants that Assignee is an Eligible Assignee (as defined in the Loan Agreement), and (h) agrees that if
Assignee is not incorporated under the laws of the United States of America or any State, it has on or prior to the date hereof delivered to Borrower and Agent certification as to its exemption (or lack thereof) from deduction or withholding of any
United States federal income taxes. Assignee agrees that Borrower may rely on the representation contained in Section 4(h). 
 5. Payments to Assignor. In consideration of the assignment made pursuant to Paragraph 1 of this Agreement, Assignee agrees to pay to Assignor on the Assignment Date, an amount equal to
$         representing the aggregate principal amount outstanding of the Loans owing to Assignor under the Loan Agreement and the other Loan Documents with respect to the Assigned Interests. 

6. Payments by Assignor. Assignor agrees to pay the Agent on the Assignment Date the registration fee required by §18.2 of
the Loan Agreement. 
 7. Effectiveness. 
 (a) The effective date for this Agreement shall be                      (the “Assignment
Date”). Following the execution of this Agreement, each party hereto shall deliver its duly executed counterpart hereof to the Agent for acceptance and recording in the Register by the Agent. 
 (b) Upon such acceptance and recording and from and after the Assignment Date, (i) Assignee shall be a party to the Loan Agreement and
the Intercreditor Agreement and, to the extent of the Assigned Interests, have the rights and obligations of a Lender thereunder, and (ii) Assignor shall, with respect to the Assigned Interests, relinquish its rights and be released from its
obligations under the Loan Agreement and the Intercreditor Agreement. 
 (c) Upon such acceptance and recording and from and
after the Assignment Date, the Agent shall make all payments in respect of the rights and interests assigned hereby accruing after the Assignment Date (including payments of principal, interest, fees and other amounts) to Assignee. 
 (d) All outstanding LIBOR Rate Loans shall continue in effect for the remainder of their applicable Interest Periods and Assignee shall
accept the currently effective interest rates on its Assigned Interest of each LIBOR Rate Loan. 
 8. Notices. Assignee
specifies as its address for notices and its Lending Office for all assigned Loans, the offices set forth below: 
  

									
	Notice Address:	 		 	  
	  	
		 		 	  
	  	
		 		 	  
	  	
		 		 	  
	  	
		 		 	Attn:	 	  
	  	
		 		 	Facsimile:	  	

  

 C-3 









			
	Domestic Lending Office:	 	Same as above
		
	Eurodollar Lending Office:	 	Same as above

 9. Payment Instructions. All payments to Assignee under the Loan Agreement
shall be made as provided in the Loan Agreement in accordance with the separate instructions delivered to Agent. 
 10.
Governing Law. THIS AGREEMENT IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT FOR ALL PURPOSES AND TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF VIRGINIA (WITHOUT REFERENCE TO CONFLICT OF LAWS).

 11. Counterparts. This Agreement may be executed in any number of counterparts which shall together constitute but one
and the same agreement. 
 12. Amendments. This Agreement may not be amended, modified or terminated except by an
agreement in writing signed by Assignor and Assignee, and consented to by Agent. 
 13. Successors. This Agreement shall
inure to the benefit of the parties hereto and their respective successors and assigns as permitted by the terms of Loan Agreement and the Intercreditor Agreement. 
 [signatures on following page] 
  

 C-4 








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

			
	 ASSIGNEE:

		
	By:	 	  

	Title:	 	
	
	ASSIGNOR:
		
	By:	 	  

	Title:	 	


  

							
	RECEIPT ACKNOWLEDGED AND ASSIGNMENT CONSENTED TO BY:
	
	TD BANK, NATIONAL ASSOCIATION, as Agent
		
	By:	 	  

	Title:	 	
	
	CONSENTED TO BY:1
	
	 FOX PROPERTIES LLC,
 a Delaware limited liability company

		
	By:	 	Safari Ventures LLC, a Delaware
limited liability company, its Managing Member
			
		 	 By:
  
  
	 	 DuPont Fabros Technology, Inc., a Maryland
 corporation, its Managing Member

				
		 		 	By:	 	  

		 		 	Name:	 	Lammot J. du Pont
		 		 	Title:	 	Executive Chairman of the Board
		 		 		 	(SEAL)

  
  

	1	 Insert to extent required by Credit Agreement. 


  

 C-5 








 EXHIBIT D-1 
 ACC5 PHASE I 
 [ATTACHED] 
 [MAP OF ACC5 PHASE I] 







 EXHIBIT D-2 
 ACC5 PHASE II 
 [ATTACHED] 
 [MAP OF ACC5 PHASE II] 







 EXHIBIT D-3 
 ACC6 
 [ATTACHED] 
 [MAP OF UNDEVELOPED SITE] 







 SCHEDULE 1.1 
 LENDERS AND COMMITMENTS 
  

							
	 Name and Address
	  	Commitment	  	Commitment Percentage	 
	 TD Bank, National Association
 370 Main Street
 Worcester, MA 01608
 Attention: David Yesue
 Telephone: 508-368-6921
 Facsimile:
	  	$	50,000,000	  	33 1/3	% 
			
	 LIBOR Lending Office
 Same as Above
	  			  		
			
	 Barclays Bank PLC
 745 7th Avenue, 26th Floor
 New York, NY 10019
 Attention: Craig Malloy
 Telephone: 212-526-7150
 Facsimile: 646-758-4617
	  	$	12,500,000	  	8 1/3	% 
			
	 LIBOR Lending Office
 Same as Above
	  			  		
			
	 Jeffries Group, Inc.
 520 Madison Avenue
 New York, NY 10022
 Attention: Alexander Kelloff
 Telephone: 212-284-8123
 Facsimile: 646-514-0436
	  	$	12,500,000	  	8 1/3	% 
			
	 LIBOR Lending Office
 Same as Above
	  			  		
			
	 Royal Bank of Canada
 One Liberty Plaza, 3rd Floor’165
 Broadway
 New York, NY 10006-1404
 Attn: GLA
Administrator
 Tel: 212- 428-6369
 Fax: 212-428-2372
	  	$	25,000,000	  	16 2/3	% 









							
	 Name and Address
	  	Commitment	  	Commitment Percentage	 
	 LIBOR Lending Office
 Same as Above
	  			  		
			
	 Macquarie Bank Limited
 125 W. 55th Street
 New York, NY 10019
 Attention: Sean Miller
 Telephone: 212-231-6535
 Facsimile: 212-231-1870
	  	$	25,000,000	  	16 2/3	% 
			
	 LIBOR Lending Office
 Same as Above
	  			  		
			
	 MIHI LLC
 125 W. 55th Street
 New York, NY 10019
 Attention: Sean Miller
 Telephone: 212-231-6535
 Facsimile: 212-231-1870
	  	$	25,000,000	  	16 2/3	% 
			
	 LIBOR Lending Office
 Same as Above
	  			  		
			
	 TOTAL
	  	$	150,000,000.00	  	100.0	% 








 SCHEDULE 6.3 
 LIST OF ALL ENCUMBRANCES ON ASSETS 
 1. $475,000,000 revolving credit
and term loan facility (“KeyBank Revolver”), evidenced by that certain Credit Agreement dated as of August 7, 2007 (the “Revolver Credit Agreement”) by and among Safari Ventures LLC, Rhino Equity
LLC, Quill Equity LLC, Lemur Properties LLC, Porpoise Ventures LLC (collectively, the “Original Borrowers”), KeyBank National Association (“Agent”), as lender and administrative agent for itself and
other lending institutions party thereto (collectively, the “Safari Lenders”), as affected by that certain Consent and Assumption Agreement dated October 24, 2007 by and among REIT, Original Borrowers, Guarantor and
Agent, as amended by that certain First Amendment to Credit Agreement dated as of February 28, 2008 among Agent, Guarantor, Original Borrowers and the Lenders party thereto, and as further amended by that certain Second Amendment to Credit
Agreement dated as of May 13, 2008 among Agent, Guarantor, Original Borrowers and the Lenders party thereto. The KeyBank Revolver is secured by the following real property collateral owned by the listed subsidiaries of Guarantor, which real
property collateral is more particularly described in the Revolver Credit Agreement: 
  

	 	•	 	 Land and data center known as ACC2, which is owned by Rhino Equity LLC 


  

	 	•	 	 Land and data center known as ACC3, which is owned by Quill Equity LLC 


  

	 	•	 	 Land and data center known as VA3, which is owned by Lemur Properties LLC 


  

	 	•	 	 Land and data center known as VA4, which is owned Porpoise Ventures LLC 


 Each of the listed properties is subject to a deed of trust lien in connection with the KeyBank Revolver. 
 2. $250,000,000 term loan (“ACC4 Loan”), evidenced by that certain Credit Agreement dated as of October 24, 2008 (the
“ACC4 Credit Agreement”) by and among Grizzly Ventures LLC (“Grizzly”), Guarantor and KeyBank National Association (“Agent”), as lender and administrative agent for itself and
other lending institutions party thereto, as amended by that certain First Amendment to Credit Agreement and Other Loan Documents dated as of February 10, 2009 by and among Grizzly, Guarantor, Tarantula Ventures LLC, Agent and the Lenders party
thereto. The ACC4 Loan is secured by the real property collateral owned by the listed subsidiaries of Guarantor, which real property collateral is more particularly described in the ACC4 Credit Agreement: 
  

	 	•	 	 Land and a data center known as ACC4, which is owned by Grizzly Ventures LLC 


  

	 	•	 	 Land and a data center known as CH1, which is owned by Tarantula Ventures LLC 


 3. $5,000,000 term loan (“SC1 Loan”), evidenced by that certain Deed of Trust dated as of February 3, 2009 (the “SC1
Deed of Trust”) made by Xeres Ventures LLC, a Delaware limited liability company (“Xeres”) in favor of Commonwealth Land Title Insurance Company, a California corporation, as Trustee, for the benefit of First
Credit Bank, a California banking corporation (“SC1 Lender”). The SC1 Loan is secured by the real property collateral consisting of land and a data center known as SC1 (and more particularly described in the SC1 Deed of
Trust), which is owned by Xeres, a Subsidiary of Guarantor. 
 Schedule 6.3 – Page 1 







 SCHEDULE 6.5 
 NO MATERIAL CHANGES 
 None. 
 Schedule 6.5 – Page 1 







 SCHEDULE 6.7 
 PENDING LITIGATION 
 None. 
 Schedule 6.7 – Page 1 







 SCHEDULE 6.15 
 CERTAIN TRANSACTIONS 
 None. 
 Schedule 6.15 – Page 1 







 SCHEDULE 6.20(c) 
 ENVIRONMENTAL RELEASES 
 At the property located in Piscataway, New
Jersey, and owned by Whale Ventures LLC (a Subsidiary of Guarantor), there exist certain environmental conditions which have been previously disclosed to Agent. Currently, there are remediation and monitoring plans in place at the property, which
plans have been provided to Agent, and with which Whale Ventures LLC is required to comply. Notwithstanding the foregoing, there is no indication that these environmental conditions will have a Material Adverse Effect. 
 Schedule 6.20(c) – Page 1 







 SCHEDULE 6.20(d) 
 REQUIRED ENVIRONMENTAL ACTIONS 
 None. 
 Schedule 6.20(d) – Page 1 







 SCHEDULE 6.21(a) 
 SUBSIDIARIES OF GUARANTOR 
  

					
	 Name of Entity
	  	Jurisdiction of
Formation	  	 Direct and Indirect Ownership
Interests

	 Safari Ventures LLC
	  	Delaware	  	99% owned by Guarantor, 1% owned by REIT
	 Rhino Equity LLC
	  	Delaware	  	100% owned by Safari Ventures LLC
	 Quill Equity LLC
	  	Delaware	  	100% owned by Safari Ventures LLC
	 Porpoise Ventures LLC
	  	Delaware	  	100% owned by Safari Ventures LLC
	 Lemur Properties LLC
	  	Delaware	  	100% owned by Safari Ventures LLC
	 Fox Properties LLC
	  	Delaware	  	100% owned by Safari Ventures LLC
	 Tarantula Interests LLC
	  	Delaware	  	100% owned by Safari Ventures LLC
	 Tarantula Ventures LLC
	  	Delaware	  	100% owned by Tarantula Interests LLC
	 Grizzly Equity LLC
	  	Delaware	  	100% owned by Guarantor
	 Grizzly Ventures LLC
	  	Delaware	  	100% owned by Grizzly Equity LLC
	 Whale Holdings LLC
	  	Delaware	  	100% owned by Guarantor
	 Whale Interests LLC
	  	Delaware	  	100% owned by Whale Holdings LLC
	 Whale Ventures LLC
	  	Delaware	  	100% owned by Whale Interests LLC
	 Yak Management LLC
	  	Delaware	  	100% owned by Guarantor
	 Yak Interests LLC
	  	Delaware	  	100% owned by Yak Management LLC
	 Yak Ventures LLC
	  	Delaware	  	100% owned by Yak Interests LLC
	 Xeres Management LLC
	  	Delaware	  	100% owned by Guarantor
	 Xeres Interests LLC
	  	Delaware	  	100% owned by Xeres Management LLC
	 Xeres Ventures LLC
	  	Delaware	  	100% owned by Xeres Interests LLC
	 DFD Technical Services TRS, LLC
	  	Delaware	  	100% owned by Guarantor
	 DF Property Management LLC
	  	Delaware	  	99% owned by Guarantor, 1% owned by Safari Ventures LLC

 Schedule 6.21(a) – Page 1 







 SCHEDULE 6.21(b) 
 UNCONSOLIDATED AFFILIATES OF GUARANTOR AND ITS SUBSIDIARIES 
 None.

 Schedule 6.21(b) – Page 1 







 SCHEDULE 6.22 
 EXCEPTIONS TO RENT ROLL 
 None. 
 Schedule 6.22 – Page 1 







 SCHEDULE 6.23 
 MANAGEMENT AGREEMENTS 
 Management Agreement dated as of
September 1, 2009, by and between Borrower (“Owner”) and Guarantor (“Property Manager”). 
 Schedule 6.23 – Page 1 







 SCHEDULE 6.25 
 MATERIAL LOAN AGREEMENTS 
 Borrower: 
 None. 
 Guarantor: 
  

	1.	KeyBank Revolver Loan Documents. 

  

	 	•	 	 Credit Agreement dated as of August 7, 2007 by and among Safari Ventures LLC, Rhino Equity LLC, Quill Equity LLC, Lemur Properties LLC, Porpoise
Ventures LLC (collectively, the “Original Borrowers”), KeyBank National Association (“Agent”), as lender and administrative agent for itself and other lending institutions party thereto (collectively,
the “Safari Lenders”), as affected by that certain Consent and Assumption Agreement dated October 24, 2007 by and among REIT, Original Borrowers, Guarantor and Agent, as amended by that certain First Amendment to Credit
Agreement dated as of February 28, 2008 among REIT, Agent, Guarantor, Original Borrowers and the Lenders party thereto, and as further amended by that certain Second Amendment to Credit Agreement dated as of May 13, 2008 among REIT, Agent,
Guarantor, Original Borrowers and the Lenders party thereto; 


  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of KeyBank National Association;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of UBS Loan Finance LLC;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of Lehman Brothers Commercial Bank;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of Bank of America, N.A.;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of Citicorp North America, Inc.;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of Wachovia Bank, National Association;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of Charter One Bank, N.A.;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of Raymond James Bank, FSB;



 Schedule 6.25 – Page 1 








	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of Sovereign Bank;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of National City Bank;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of Allied Irish Banks, p.l.c.;



  

	 	•	 	 Amended and Restated Revolving Credit Note made as of August 7, 2007 by Original Borrowers in favor of Midfirst Bank;



  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of KeyBank National Association;



  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of UBS Loan Finance LLC; 


  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of Lehman Brothers Commercial Bank;



  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of Bank of America, N.A.; 


  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of Citicorp North America, Inc.;



  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of Wachovia Bank, National Association;



  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of Charter One Bank, N.A.; 



 

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of Raymond James Bank, FSB; 



 

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of Sovereign Bank; 


  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of National City Bank; 


  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of Midfirst Bank; 


  

	 	•	 	 Amended and Restated Term Note made as of August 7, 2007 by Original Borrowers in favor of AIB Debt Management, Limited;











	 	•	 	 Swing Loan Note made as of August 7, 2007 by Original Borrowers in favor of KeyBank National Association; and 


  

	 	•	 	 Indemnity Agreement Regarding Hazardous Materials made as of August 7, 2007 by Original Borrowers in favor of Safari Lenders.



  

	2.	KeyBank ACC4 Loan 

  

	 	•	 	 Credit Agreement dated as of October 24, 2008 by and among Grizzly Ventures LLC (“Grizzly”), Guarantor and KeyBank
National Association (“Agent”), as lender and administrative agent for itself and other lending institutions party thereto (collectively, the “Grizzly Lenders”), as amended by that certain First
Amendment to Credit Agreement and Other Loan Documents dated as of February 10, 2009 by and among Grizzly, Guarantor, Tarantula Ventures LLC (“Additional Guarantor”), Agent and the other lending institutions party
thereto (collectively, the “Additional Grizzly Lenders”); 


  

	 	•	 	 Term Note made as of October 24, 2008 by Grizzly in favor of Lake Forest Bank and Trust Company; 


  

	 	•	 	 Term Note made as of October 24, 2008 by Grizzly in favor of Caterpillar Financial Services Corporation; 


  

	 	•	 	 Term Note made as of October 24, 2008 by Grizzly in favor of UBS Loan Finance LLC; 


  

	 	•	 	 Indemnity Agreement Regarding Hazardous Materials made as of October 24, 2008 by Grizzly and Guarantor in favor of Grizzly Lenders;



  

	 	•	 	 Guaranty made as of October 24, 2008 by Guarantor in favor of Grizzly Lenders; and 


  

	 	•	 	 Indemnity and Guaranty Agreement made as of October 24, 2008 by Guarantor in favor of Grizzly Lenders. 


  

	 	•	 	 Replacement Term Note made as of February 10, 2009 by Grizzly in favor of KeyBank National Association; 


  

	 	•	 	 Term Note made as of February 10, 2009 by Grizzly in favor of TD Bank, National Association; 


  

	 	•	 	 Term Note made as of February 10, 2009 by Grizzly in favor of National City Bank; 


  

	 	•	 	 Term Note made as of February 10, 2009 by Grizzly in favor of Sovereign Bank; 


  

	 	•	 	 Term Note made as of February 10, 2009 by Grizzly in favor of Raymond James, FSB; 


  

	 	•	 	 Term Note made as of February 10, 2009 by Grizzly in favor of Mercantile Bank; 


  

	 	•	 	 Term Note made as of February 10, 2009 by Grizzly in favor of Tristate Capital Bank; 










	 	•	 	 Contribution Agreement dated as of February 10, 2009 by and among Grizzly, Guarantor and Additional Guarantor; 


  

	 	•	 	 Indemnity Agreement Regarding Hazardous Materials made as of February 10, 2009 by Guarantor and Additional Guarantor in favor of the Additional
Grizzly Lenders; and 


  

	 	•	 	 Indemnity and Guaranty Agreement made as of February 10, 2009 by Guarantor in favor of the Additional Grizzly Lenders.



  

	3.	First Credit Bank SC1 Loan (Xeres Ventures LLC) 

  

	 	•	 	 Guaranty of Payment made as of February 3, 2009 by Guarantor in favor of First Credit Bank, a California banking corporation.










 SCHEDULE 7.12 
 MANAGEMENT AGREEMENT 
 Management Agreement dated as of
September 1, 2009, by and between Borrower (“Owner”) and Guarantor (“Property Manager”). 
  

 Schedule 7.12 – Page 1