CONSTRUCTION LOAN AGREEMENT

Exhibit 10.1

CONSTRUCTION LOAN AGREEMENT

for a loan in the amount of

$148,864,335

MADE BY AND BETWEEN

TARANTULA VENTURES LLC,

a Delaware limited liability company,

As Borrower

AND

KEYBANK NATIONAL ASSOCIATION,

a national banking association,

127 Public Square,

Cleveland, Ohio 44114

as a Lender and as Administrative Agent

AND

KEYBANC CAPITAL MARKETS

as sole lead arranger and book manager

Dated as of December 20, 2007

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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TABLE OF CONTENTS

(continued)

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LIST OF EXHIBITS TO LOAN AGREEMENT

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CONSTRUCTION LOAN AGREEMENT

Project Commonly Known as

“Data Center Facility, CH1, Elk Grove Village, Illinois”

THIS CONSTRUCTION LOAN AGREEMENT (“ Agreement ”) is made as of December 20, 2007, by and among TARANTULA VENTURES LLC, a Delaware limited liability company (“ Borrower ”), and KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), its successors and assigns, individually and as a lender and administrative agent (referred to in such capacity as “Agent” in this Agreement), and each of the undersigned lending institutions (KeyBank, as a lender, and each such lending institution, and their respective successors and assigns, referred to individually or collectively, as the context shall infer, as the “Lender”).

WITNESSETH :

RECITALS

A. Borrower is the owner in fee simple of the land located in the Elk Grove Village, County of Cook, State of Illinois, and is legally described in Exhibit A attached hereto (the “ Land ”). Borrower proposes to construct on the Land the first phase of a data center facility to consist when fully completed of approximately 485,000 gross square feet and 211,140 raised square feet with a critical load of 36.4 megawatts. The first phase will consist of approximately 121,223 raised square feet with a critical load of 18.2 megawatts. As of the date hereof, a substantial amount of the construction of this first phase has been completed.

B. Borrower has applied to Lender for a loan in the amount of up to One Hundred Forty-Eight Million Eight Hundred Sixty-Four Thousand Three Hundred Thirty-Five and No/100 Dollars ($148,864,335.00) (the “ Loan ”) to reimburse Borrower for construction and development of the Project, and Lender is willing to make the Loan on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE 1

INCORPORATION OF RECITALS AND EXHIBITS

The foregoing preambles and all other recitals set forth herein are made a part hereof by this reference.

Exhibits A through M, to this Agreement, attached hereto are incorporated in this Agreement and expressly made a part hereof by this reference.

ARTICLE 2

DEFINITIONS

The following terms as used herein shall have the following meanings:

Adjusted LIBOR Rate : For any LIBOR Rate Interest Period, an interest rate per annum equal to the sum of (A) the rate obtained by dividing (x) the LIBOR Rate for such LIBOR Rate Interest Period by (y) a percentage equal to one hundred percent (100%) minus the Reserve Percentage for such LIBOR Rate Interest Period and (B) the LIBOR Rate Margin.

Adjusted Base Rate : A rate per annum equal to the greater of (a) the Prime Rate and (b) one-half of one percent (0.5%) in excess of the Federal Funds Effective Rate. Any change in the Adjusted Base Rate shall be effective immediately from and after a change in the Adjusted Base Rate (or the Federal Funds Effective Rate, as applicable).

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 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 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 more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person.

Agent’s Head Office : The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Lenders.

Agent’s Special Counsel : McKenna Long & Aldridge LLP or such other counsel as selected by Agent.

Agreement : This Construction Loan Agreement.

Applicable Rate : As such term is defined in Section 5.1(a) .

Appraisal : An MAI appraisal of the value of the Project, determined on a “going concern” value basis, performed by an independent appraiser with experience appraising data center properties selected by the Agent who is not an employee of Guarantor or 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.

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Appraised Value : The “going concern” value of the Project determined by the most recent Appraisal of the Project, obtained pursuant to this Agreement; subject, however, 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 Lease : Any Lease that meets the following criteria shall not require Agent’s or Lenders’ prior written approval: (i) the rental rate thereunder is at least ninety percent (90%) of the rental rate in the Pro Forma Projection; (ii) the lease term is for a minimum of five (5) consecutive years; (iii) the Lease does not contain any early termination rights in favor of Tenant other than those contained in customary casualty and condemnation provisions; (iv) the proposed Tenant has been operating and profitable for a minimum of five (5) consecutive years, or such Tenant’s long-term senior debt rating is rated at least BBB- by S&P or the equivalent thereof by Moody’s; and (v) the Lease is entered into on the Borrower’s standard form lease, which has been approved by Agent, without any material modifications.

Architect : Donnally Vujcic Associates, L.L.C.

Architect’s Certificate : A certificate in the form of Exhibit G attached hereto executed by the Architect in favor of Lender.

Assignment and Assumption : An Assignment and Assumption Agreement in the form of Exhibit L attached hereto and made a part hereof.

Assignment of Rents : An assignment of leases and rents made by Borrower in favor of Agent assigning all leases, subleases and other agreements relating to the use and occupancy of all or any portion of the Project, and all present and future leases, rents, issues and profits therefrom.

Authorized Representative : Hossein Fateh or Lammot J. du Pont, or such other Person as Borrower may designate in writing to Agent from time to time.

Bankruptcy Code : Title 11 of the United States Code entitled “Bankruptcy” as now or hereafter in effect, or any successor statute thereto or any other present or future bankruptcy or insolvency statute.

Bond : A Performance Bond and Labor and Material Payment Bond in a form approved by Agent, with the Major Subcontractors, as the case may be, as principal, with a surety company acceptable to Agent and licensed to do business in the State, as surety, with a dual obligee rider in favor of Agent.

Breakage Costs : The cost to Lender of re-employing funds bearing or to bear interest at an Adjusted LIBOR Rate, incurred (or expected to be incurred) in connection with (i) any payment of any portion of the Loan bearing interest at an Adjusted LIBOR Rate prior to the termination of any applicable LIBOR Rate Interest Period, (ii) the conversion of an Adjusted

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LIBOR Rate to any other applicable interest rate on a date other than the last day of the relevant LIBOR Rate Interest Period, or (iii) the failure of Borrower to draw down, on the first day of the applicable LIBOR Rate Interest Period, any amount as to which Borrower has elected a LIBOR Rate Option.

Budget : The budget for the Project specifying all costs and expenses of every kind and nature whatever to be incurred by Borrower in connection with the Project prior to the Maturity Date.

Budget Line Item : As such term is defined in Section 10.2 .

Business Day : A day of the year on which banks are not required or authorized to close in Cleveland, Ohio.

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 or trustees of REIT or Guarantor as of the corresponding date of the previous year, or (ii) selected or nominated to become directors or trustees 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 or trustees by the Board of REIT or 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) the Borrower or Guarantor consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by §15.1(jj)); or

(d) REIT shall fail to own at least thirty-three percent (33%) 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

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(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) Guarantor fails to own directly or indirectly, free of any lien, encumbrance or other adverse claim, at least one hundred percent (100%) of the economic, voting and beneficial interest of Borrower (except that REIT may own up to one percent (1%) of Safari Ventures LLC); or

(g) Any of Lammot du Pont and Hossein Fateh shall cease to be senior management executives of the REIT and a competent and experienced successor senior management executive, as applicable, shall not be reasonably approved by the Required Lenders within three (3) months of such event.

Change Order : Any request for changes in the Plans and Specifications (other than minor field changes involving no extra cost).

Collateral . All of (a) the property, rights and interests of the Borrower that are or are intended to be subject to the security interests, assignments, and mortgage liens created by the Security Documents, including, without limitation, the Project, and (b) the Guaranty.

Commitment : The maximum amount each Lender has agreed to lend to Borrower as part of the Loan (which amounts are set forth below the signature line of each Lender), subject to modification by each Assignment and Assumption.

Completion Conditions : Delivery to Agent of the following items in form satisfactory to the Agent:

(A) Required Permits . Evidence that the Borrower has obtained all Required Permits from, given all notices to, and taken all such other actions with respect to, such Governmental Authority as may be required under applicable laws and requirements for the permanent use and occupancy of the Improvements for their intended uses, together with copies of all such Required Permits;

(B) Approval by Lender’s Consultant . Notification from the Lender’s Consultant to the effect that the Improvements have been completed in a good and workmanlike manner in accordance with the Plans and Specifications;

(C) Certificate of the Borrower’s Architect . Certificate of the Borrower’s architect that the Improvements have been completed in accordance with the Plans and Specifications and that the Improvements comply with all applicable laws and requirements and Governmental Approvals and are in all respects ready for use and occupancy;

(D) Payment of Costs . Evidence satisfactory to Agent that all sums due in connection with the construction of the Improvements have been paid or discharged in full (whether by bonding or otherwise) and that no party claims or has a right to claim any statutory or common law lien arising out of the construction of the Improvements for the supplying of labor, material, equipment and/or services in connection therewith;

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(E) Final Lien Waivers . Final lien waivers in such form as may be permitted by applicable law to remove or dissolve any unfiled lien claims, or such other form satisfactory to the Agent from the General Contractors, and such laborers, suppliers, subcontractors and materialmen as may be requested by the Agent, duly executed and notarized (or with respect to any lien claims for which final lien waivers are not provided, evidence satisfactory to Agent that such lien claims have been discharged in full (whether by bonding or otherwise));

(F) Title Endorsement . An endorsement to the Title Policy fully removing any exception for mechanics and materialman’s liens, whether filed or unfiled.

(G) Power . The Improvements shall have at least 18.2 megawatts of critical load power available for use by Tenants.

Completion Date : June 30, 2008, subject to extension pursuant to Section 15.1(b) .

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.

Construction or construction : The construction and equipping of the Improvements in accordance with the Plans and Specifications, and the installation of all personal property, fixtures and equipment required for the operation of the Project.

Construction Schedule : A schedule satisfactory to Lender and Lender’s Consultant, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be completed on or before the Completion Date, as the same may be modified or amended with the written approval of Agent.

Contingency Fund : A Budget Line Item which shall represent an amount necessary to provide reasonable assurances to Lender that additional funds are available to be used if additional costs and expenses are incurred or additional interest accrues on the Loan, or unanticipated events or problems occur.

Control : As such term is used with respect to any person or entity, including the correlative meanings of the terms “controlled by” and “under common control with”, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

Debt Service Coverage : With respect to a particular period, the ratio of (a) the Net Operating Income of the Project to (b) the Total Annual Debt Service.

Default or default : Any event, circumstance or condition, which, if it were to continue uncured, would, with notice or lapse of time or both, constitute an Event of Default hereunder.

Defaulting Lender : As such term is defined in Section 25.5(b) .

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Default Rate : A rate per annum equal to two percentage points (200 basis points) in excess of the Applicable Rate, but not at any time in excess of the highest rate permitted by law.

Deficiency Deposit : As such term is defined in Section 11.1 .

Eligible Assignee : (i) Any Lender; (ii) any commercial bank, savings bank, savings and loan association or similar financial institution which (A) has total assets of Five Billion Dollars ($5,000,000,000) or more, (B) is “well capitalized” within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, (C) in the reasonable judgment of the Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (D) in the reasonable judgment of the Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank; (iii) any insurance company in the business of writing insurance which (A) has total assets of Five Billion Dollars ($5,000,000,000) or more (B) is “best capitalized” within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (C) meets the requirements set forth in subclauses (C) and (D) of clause (ii) above; and (iv) any other financial institution having total assets of Five Billion Dollars ($5,000,000,000) (including a mutual fund or other fund under management of any investment manager having under its management total assets of Five Billion Dollars ($5,000,000,000) or more) which meets the requirement set forth in subclauses (C) and (D) of clause (ii) above; provided that each Eligible Assignee must (w) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, any state thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (x) act under the Loan Documents through a branch, agency or funding office located in the United States of America, (y) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect from time to time and (z) not be the Borrower or an Affiliate of the Borrower.

Engineer : EYP Mission Critical Engineering.

Engineer’s Certificate : A certificate in the form of Exhibit K attached hereto executed by the Architect in favor of Lender.

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.

Environmental Indemnity : An environmental indemnity from the Borrower and Guarantor, jointly and severally, indemnifying Agent and the Lenders with regard to all matters related to Hazardous Substances and other environmental matters.

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Environmental Proceedings : Any environmental proceedings, whether civil (including actions by private parties), criminal, or administrative proceedings, relating to the Project.

Environmental Report : An environmental report prepared at Borrower’s expense by an Environmental Engineer, dated not more than one year prior to the date of this Agreement and addressed to Agent (or subject to separate letter agreement permitting Agent to rely on such environmental report).

Environmental Laws : As defined in the Environmental Indemnity.

Equity Interests : With respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing as of any date of determination.

ERISA : The Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder from time to time.

Event of Default : As such term is defined in Article 19 .

Extended Maturity Date : As such term is defined in Section 4.3 .

Extension Option : As such term is defined in Section 4.3 .

Extension Term : The period of time commencing on the day after the Initial Maturity Date and ending on the Extended Maturity Date.

Federal Funds Effective Rate : Shall mean, for any day, the rate per annum (rounded upward to the nearest on one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of New York 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.”

FIRREA : The Financial Institutions Reform, Recovery And Enforcement Act of 1989, as amended from time to time.

Funds from Operations : With respect to any Person for any period, an amount equal to the Net Income (or Loss) of such Person for such period, computed in accordance with GAAP, excluding losses from sales of property, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be recalculated to reflect funds from operations on the same basis.

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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.

General Contract : The general contract(s) between Borrower and General Contractor, pertaining to the construction of all onsite and offsite improvements for the Project.

General Contractor(s) : Holder Construction Company.

Governmental Approvals : Collectively, all consents, licenses, and permits and all other authorizations or approvals required from any Governmental Authority for the Construction in accordance with the Plans and Specifications.

Governmental Authority : Any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public utility.

Gross Asset Value : As defined in the Revolving Credit Agreement.

Guarantor : DuPont Fabros Technology, L.P., a Maryland limited partnership.

Guaranty : A guaranty of payment, performance and completion, executed by Guarantor and pursuant to which the Guarantor guarantees the payment of the Notes and the other amounts due under the Loan Documents, and the lien-free and timely completion of the Project in accordance with all provisions of this Agreement and Borrower’s obligation to keep the Loan In Balance and to pay for all cost overruns.

Hazardous Substances . As defined in the Environmental Indemnity.

Improvements : The improvements referred to in Recital A hereto and more particularly described in the Plans and Specifications, and offsite improvements and together with any existing improvements on the Land not to be demolished.

In Balance or in balance : As such term is defined in Article 11 .

Including or including : Including but not limited to.

Indebtedness : As defined in the Revolving Credit Agreement.

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.

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Initial Maturity Date : December 20, 2009, or such earlier date on which the Loan shall become due and payable pursuant to the terms hereof.

Internal Revenue Code : The Internal Revenue Code of 1986, as amended from time to time.

Interest Payment Date : The first (1 ^st ) day of each calendar month during the term of the Loan.

Land : As such term is defined in Recital A .

Late Charge : As such term is defined in Section 4.6 .

Laws : Collectively, all federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential authority in the applicable jurisdiction.

Leases : The collective reference to all leases, subleases and occupancy agreements affecting the Project or any part thereof now existing or hereafter executed and all amendments, modifications or supplements thereto approved in writing by Agent, or deemed approved pursuant to Section 15.1(k), if such approval is required.

Lender : As defined in the opening paragraph of this Agreement. A reference to a Lender shall include all Lenders unless the context clearly refers to a single Lender.

Lender’s Consultant : An independent consulting architect, inspector, and/or engineer designated by Agent in Agent’s sole discretion.

Lender Default Obligation : As such term is defined in Section 25.5(b) .

Lender Reply Period : As such term is defined in Section 25.6 .

Lien : Any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

LIBOR Business Day : A Business Day on which dealings in U.S. dollars are carried on in the London Interbank Market.

LIBOR Rate : For any LIBOR Rate Interest Period, the average rate (rounded upwards to the nearest 1/16th) as shown in Reuters Screen LIBOR01 Page at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such LIBOR Rate Interest Period with a maturity approximately equal to such LIBOR Rate Interest Period and in an amount approximately equal to the amount to which such LIBOR Rate Interest Period relates, adjusted for reserves and taxes if required by future regulations. If such service no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Lender in the London Interbank Market, Agent may select a replacement index.

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LIBOR Rate Interest Period : With respect to each amount bearing interest at a LIBOR based rate, a period of one, two, three months or six months, to the extent deposits with such maturities are available to Agent, commencing on a LIBOR Business Day, as selected by Borrower provided, however, that (i) any LIBOR Rate Interest Period which would otherwise end on a day which is not a LIBOR Business Day shall continue to and end on the next succeeding LIBOR Business Day, unless the result would be that such LIBOR Rate Interest Period would be extended to the next succeeding calendar month, in which case such LIBOR Rate Interest Period shall end on the next preceding LIBOR Business Day, (ii) any LIBOR Rate Interest Period which begins on a day for which there is no numerically corresponding date in the calendar month in which such LIBOR Rate Interest Period would otherwise end shall instead end on the last LIBOR Business Day of such calendar month, and (iii) Borrower may not select a LIBOR Rate Interest Period which would end after the Maturity Date.

LIBOR Rate Margin : 2.25 percent (225 basis points) per annum.

LIBOR Rate Option : As defined in Section 5.1(b) .

Loan : As defined in Recital B .

Loan Amount : The maximum amount of the Loan as set forth in Section 4.1(a) as reduced by principal payments made from time to time.

Loan Documents : The collective reference to this Agreement, the documents and instruments listed in Section 4.2 , and all the other documents and instruments entered into from time to time, evidencing or securing the Loan or any obligation of payment thereof or performance of Borrower’s or Guarantor’s obligations in connection with the transaction contemplated hereunder, each as amended.

Loan Opening Date : The date of the first disbursement of proceeds of the Loan.

Major Subcontractor : Any subcontractor under a Major Subcontract.

Major Subcontracts : All subcontracts between either General Contractor and any subcontractors and material suppliers which provide for an aggregate contract price equal to or greater than $3,000,000.

Management Agreements : Agreements, whether written or oral, providing for the management of the Project. As of the Loan Opening Date, no Management Agreement exists.

Material Adverse Change or material adverse change : If, in Agent’s reasonable discretion, the business operations or financial condition of the Project, Borrower or Guarantor has changed in a manner which could materially impair the value of Lender’s security for the Loan, prevent timely repayment of the Loan or otherwise prevent the applicable person or entity from timely performing any of its material obligations under the Loan Documents.

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Maturity Date : The Initial Maturity Date, provided, if Borrower timely satisfies the conditions to extend the term of the Loan pursuant to Section 4.3(b) , then the Maturity Date shall be extended to the Extended Maturity Date, or such earlier date on which the Loan shall become due and payable pursuant to the terms hereof.

Moody’s . Moody’s Investor Service, Inc.

Mortgage : A mortgage (or deed of trust), assignment of leases and rents, security agreement and fixture filing, executed by Borrower for the benefit of Agent and the Lenders securing this Agreement, the Notes, and all obligations of Borrower in connection with the Loan, granting a first priority lien on Borrower’s fee interest in the Project, subject only to the Permitted Exceptions.

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 Operating Income : As of any date of determination, an amount equal to the sum of (i) the rents, common area reimbursements and other income for the Project for such period received in the ordinary course of business from Tenants (excluding pre-paid rents and revenues and security deposits except to the extent applied in the satisfaction of tenants’ obligations for rent) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of the Project for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses (including an appropriate allocation for legal, accounts, advertising, marketing and other expenses incurred in connection with the Project, minus (c) the greater of (i) actual property management expenses of the Project or (ii) an amount equal to three percent (3.0%) of the gross revenues from the Project, minus (d) all rents, common area reimbursements and other income from the Project 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, dissolutions, liquidation or similar debtor relief proceeding. Net Operating Income shall be adjusted to remove the impact of annual rental escalators as required under GAAP pursuant to FAS 141, as issued by the Finance Accounting Standards Board in June of 2001.

Non-Recourse Indebtedness : As defined in the Revolving Credit Agreement.

Notes : Promissory notes, aggregating the Loan Amount, executed by Borrower and payable to the order of each Lender, in the amount of its respective Commitment, evidencing the Loan.

Obligations . All indebtedness, obligations and liabilities of the Borrower to any of the Lenders or the Agent existing on the date of this Agreement or arising thereafter, 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, in each case arising or incurred under this Agreement or any of the other Loan Documents or in respect of any disbursements of the Loan or the Notes or other instruments at any time evidencing any thereof.

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

OFAC Review Process : That certain review process established by Agent to determine if any potential transferee of any interests or any assignee of any portion of the Loan or any of their members, officers or partners are a party with whom Agent and any Lender are restricted from doing business under (i) the regulations of OFAC, including those Persons named on OFAC’s Specially Designated and Blocked Persons list, or (ii) any other statute, executive order or other governmental action or list (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism).

Opening of the Loan or Loan Opening : The first disbursement of Loan proceeds.

Patriot Act Customer Identification Process : That certain customer identification and review process established by the Agent pursuant to the requirements of 31 U.S.C. §5318(1) and 31 C.F.R. §103.121 to verify the identity of all permitted transferees of interests in the Borrower and any assignees of a portion of the Loan hereunder.

Percentage : With respect to each Lender, the percentage that its Commitment constitutes of the maximum amount of the Loan.

Permitted Exceptions : Those matters listed on Exhibit B to which title to the Project may be subject at the date of this Agreement and thereafter such other title exceptions as Lender may reasonably approve in writing.

Permitted Liens : As defined in the Revolving Credit Agreement.

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.

Plans and Specifications : Detailed plans and specifications for the Improvements, as approved by Agent pursuant to Section 9.1(f) , as modified hereafter with Agent’s prior written approval or as otherwise expressly permitted by this Agreement.

Power Agreements : Collectively, (i) the letter agreement dated June 15, 2006 by and between DuPont Fabros Development LLC and Commonwealth Edison Company, (ii) the Memorandum of Understanding dated August 7, 2006 by and between DuPont Fabros Development LLC and Commonwealth Edison Company, (iii) the Memorandum of Understanding dated September 28, 2006 by and between DuPont Fabros Development LLC and Commonwealth Edison Company and (iv) the letter from dated November 7, 2007 from Commonwealth Edison Company to DuPont Fabros (collectively, the “ComEd Documents”), as such ComEd Documents have been assigned to Borrower pursuant to that certain Assignment and Assumption of Contracts dated as of February 28, 2007.

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Prime Rate : That interest rate established from time to time by KeyBank National Association as its prime rate, whether or not such rate is publicly announced; the Prime Rate may not be the lowest interest rate charged by KeyBank National Association for commercial or other extensions of credit;

Pro-Forma Projection : A pro forma statement of projected income and expenses of the Project.

Project : The collective reference to (i) the Land, together with all buildings, structures and improvements located or to be located thereon, including the Improvements, (ii) all rights, privileges, easements and hereditaments relating or appertaining thereto, and (iii) all personal property, fixtures and equipment required or beneficial for the operation thereof.

REIT : DuPont Fabros Technology, Inc., a Maryland real estate investment trust.

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

Record : The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by Agent with respect to any Loan referred to in such Note.

Release : As defined in Section 3.1(m)(iii) of this Agreement.

Required Lenders : Lenders holding Percentages aggregating at least sixty-six and two-thirds percent (66.66%).

Required Permits : Each building permit, certificate of occupancy, environmental permit, air emission or air quality permit, utility permit, land use permit, wetland permit and any other permits, approvals or licenses issued by any Governmental authority which are required in connection the Construction or operation of the Project.

Reserve Percentage : For any LIBOR Rate Interest Period, that percentage which is specified three (3) Business Days before the first day of such LIBOR Rate Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such LIBOR Rate Interest Period and with a maturity equal to such LIBOR Rate Interest Period.

Revolving Credit Agreement : The Credit Agreement dated August 7, 2007, by and among Safari Ventures LLC, as parent borrower, Rhino Equity LLC, Quill Equity LLC, Lemur Properties LLC, Porpoise Ventures LLC, each a subsidiary borrower, KeyBank, individually and as Agent, and the other banks from time to time a party thereto, as affected by the Consent and Assumption Agreement, as such agreement exists as of the date hereof. In the event that the

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Revolving Credit Agreement shall terminate or otherwise be of no force or effect, then the obligation of Borrower and Guarantor hereunder to perform each and every covenant therein shall survive notwithstanding such termination. In the event that the Revolving Credit Agreement shall be modified or any of the provisions thereof shall be waived, and the Required Lenders shall have approved the amendment or waiver thereunder in writing, then such amendment or waiver shall be deemed to be a part of the definition of Revolving Credit Agreement.

S&P : Standard & Poor’s Ratings Group.

Security Documents : The Mortgage, the Assignment of Rents, the Environmental Indemnity, the Guaranty, and any other agreement, document or instrument now or hereafter securing the Obligations.

Soil Report : A soil test report prepared by licensed engineer satisfactory to Agent to the satisfaction of Agent that the soil and subsurface conditions underlying the Project will support the Improvements.

State : The state in which the Land is located.

Subcontracts : Subcontracts for labor or materials to be furnished to the Project.

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 : Any condemnation for public use of, or damage by reason of, the action of any Governmental Authority, or any transfer by private sale in lieu thereof, either temporarily or permanently.

Tenant : The tenant under a Lease.

Title Insurer : Commonwealth Land Title Insurance Company, or such other title insurance company licensed in the State as may be approved in writing by Lender.

Title Policy : An ALTA Mortgagee’s Loan Title Insurance Policy with extended coverage issued by the Title Insurer insuring the lien of the Mortgage as a valid first, prior and paramount lien upon the Project and all appurtenant easements, and subject to no other exceptions other than the Permitted Exceptions.

Total Annual Debt Service : The aggregate of debt service payments for a 12 month period on the stated principal amount of the Loan, assuming (i) a per annum interest rate (herein, “Assumed Rate”) equal to the greater of (x) seven percent (7.00%), and (y) two percent (2.00%)

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above the yield on ten year United States Treasury notes as of the close of business on the day preceding the date of calculation, as announced on Bloomberg.com or another reliable source selected by the Agent, and (ii) monthly payments of principal and interest based on an amortization period of twenty-five (25) years.

Transfer : Any sale, transfer, lease (other than an approved Lease or a Lease approved (or deemed approved) by Agent), conveyance, alienation, pledge, assignment, mortgage, encumbrance hypothecation or other disposition of (a) all or any portion of the Project or any portion of any other security for the Loan, (b) all or any portion of the Borrower’s right, title and interest (legal or equitable) in and to the Project or any portion of any other security for the Loan, or (c) any interest in Borrower or any interest Tarantula Interests LLC, a Delaware limited liability company, or Safari Ventures LLC, a Delaware limited liability company (but expressly excluding any transfers of limited partnership interests in Guarantor or the transfers of stock in the REIT).

Unavoidable Delay : Any delay in the construction of the Project, caused by natural disaster, fire, earthquake, floods, explosion, extraordinary adverse weather conditions, inability to procure or a general shortage of labor, equipment, facilities, energy, materials or supplies in the open market, failure of transportation, strikes or lockouts for which Borrower has notified Agent in writing.

Voting Interests : Shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

All terms defined in this Agreement shall have the same meanings when used in the Notes, Mortgage, any other Loan Documents, or any certificate or other document made or delivered pursuant hereto. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement.

ARTICLE 3

BORROWER’S REPRESENTATIONS AND WARRANTIES

To induce Agent and Lender to execute this Agreement and perform its obligations hereunder, Borrower hereby represents and warrants to Agent and Lender as follows:

(a) Borrower has good and marketable fee simple title to the Project, subject only to the Permitted Exceptions.

(b) Except as previously disclosed to Agent in writing, no litigation or proceedings are pending, or to the best of Borrower’s knowledge threatened, against Borrower or Guarantor, which could, if adversely determined, cause a Material Adverse Change with respect to Borrower, Guarantor or the Project. There are no Environmental Proceedings and Borrower has no knowledge of any threatened Environmental Proceedings or any facts or circumstances which may give rise to any future Environmental Proceedings.

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(c) Borrower is a duly organized and validly existing Delaware limited liability company and has full power and authority to execute, deliver and perform all Loan Documents to which Borrower is a party, and such execution, delivery and performance have been duly authorized by all requisite action on the part of Borrower.

(d) No consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or nongovernmental person or entity, including any creditor, partner, or member of Borrower or Guarantor, is required in connection with the execution, delivery and performance of this Agreement or any of the Loan Documents other than the recordation of the Mortgage, Assignment of Leases and Rents and the filing of UCC-1 Financing Statements, except for such consents, approvals or authorizations of or declarations or filings with any Governmental Authority or non-governmental person or entity where the failure to so obtain would not have an adverse effect on Borrower or such Guarantor or which have been obtained as of any date on which this representation is made or remade.

(e) The execution, delivery and performance of this Agreement, the execution and payment of the Notes and the granting of the Mortgage and other security interests under the other Loan Documents have not constituted and will not constitute, upon the giving of notice or lapse of time or both, a breach or default under any other agreement to which Borrower or Guarantor is a party or may be bound or affected, or a violation of any law or court order which may affect the Project, any part thereof, any interest therein, or the use thereof.

(f) There is no default under this Agreement or any of the other Loan Documents, nor any condition which, after notice or the passage of time or both, would constitute a default or an Event of Default under said documents.

(g) (i) No condemnation of any portion of the Project, (ii) no condemnation or relocation of any roadways abutting the Project, (iii) no proceeding to deny access to the Project from any point or planned point of access to the Project, has commenced or, to the best of Borrower’s knowledge, is contemplated by any Governmental Authority, and (iv) neither the Project nor any part thereof is now damaged or injured as result of any fire, explosion, accident, flood or other casualty.

(h) The amounts set forth in the Budget present a full and complete itemization by category of all costs, expenses and fees which Borrower reasonably expects to pay or reasonably anticipates becoming obligated to pay to complete the Construction and operate the Project (until the Project achieves breakeven operations). Borrower is unaware of any other such costs, expenses or fees which are material and are not covered by the Budget.

(i) Neither the construction of the Improvements nor the use of the Project when completed and the contemplated accessory uses will violate (i) any Laws (including subdivision, zoning, building, environmental protection and wetland protection Laws), or (ii) any building permits, restrictions of record, or agreements affecting the Project or any part thereof. Neither the zoning authorizations, approvals or variances nor any other right to construct or to use the

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Project is to any extent dependent upon or related to any real estate other than the Land. All Governmental Approvals required for the Construction in accordance with the Plans and Specifications have been obtained or will be obtained prior to the earlier of (i) the Loan Opening, or (ii) commencement of Construction of such work, except for those approved by Agent, and all Laws relating to the Construction and operation of the Improvements have been complied with and all permits and licenses required for the operation of the Project which cannot be obtained until the Construction is completed can be obtained if the Improvements are completed in accordance with the Plans and Specifications.

(j) The Project will have adequate water, gas and electrical supply (not less than 18.2 megawatts of critical load power), storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of access between the Project and public highways; none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements under any applicable Laws. No such utility services are subject to any moratorium, or, to the best of Borrower’s knowledge, would be subject to any threatened moratorium, imposed by any authority having jurisdiction.

(k) No brokerage fees or commissions are payable by or to any person in connection with this Agreement or the Loan to be disbursed hereunder.

(l) All financial statements and other information previously furnished by Borrower or Guarantor to Agent in connection with the Loan are true, complete and correct and fairly present the financial conditions of the subjects thereof as of the respective dates thereof and do not fail to state any material fact necessary to make such statements or information not misleading, and no Material Adverse Change with respect to Borrower or Guarantor has occurred since the respective dates of such statements and information. Neither Borrower nor Guarantor has any material liability, contingent or otherwise, not disclosed in such financial statements.

(m) The Borrower has taken all commercially reasonable steps to investigate the past and present conditions and usage of the Project 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:

(i) Neither the Borrower, nor to the best knowledge and belief of Borrower, any operator of the Project, 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 Project.

(ii) The Borrower has not 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 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 Project.

(iii) (a) No portion of the Project 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 Project except those which are being operated and maintained in compliance with Environmental Laws; (b) in the course of any activities conducted by the Borrower or, to the best knowledge and belief of the Borrower, the Tenants and operators of the Project, no Hazardous Substances have been generated or are being used in the Project except in the ordinary course of Borrower’s business and in accordance with applicable Environmental Laws; (c) 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 Project, which Release would have a Material Adverse Change on the value of the Project or adjacent properties, which Release has had or could reasonably be expected to cause a Material Adverse Change; (d) to the Borrower’s actual knowledge, there have been no Releases on, upon, from or into any real property in the vicinity of the Project which, through soil or groundwater contamination, may have come to be located on, and which could be reasonably anticipated to cause a Material Adverse Change on the value of, the Project; and (e) any Hazardous Substances that have been generated on the Project have been transported off site in accordance with all applicable Environmental Laws.

(iv) Neither the Borrower nor the Project 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 Opening of the Loan.

(v) 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 Project.

(vi) The Borrower has not received any written notice of any claim by any party that any use, operation, or condition of the Project 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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(n) The Project is taxed separately without regard to any other property and for all purposes the Project may be mortgaged, conveyed and otherwise dealt with as an independent parcel.

(o) Except for Leases which have been provided to and approved by Agent in writing (or deemed approved), or which are Approved Leases, Borrower and its agents have not entered into any Leases, subleases or other arrangements for occupancy of space within the Project. True, correct and complete copies of all Leases, as amended, have been delivered to Lender. All Leases are in full force and effect. Neither Borrower nor any Tenant is in default under any Lease and Borrower has disclosed to Lender in writing any material default by the tenant under any Lease. As of the Opening of the Loan, there are no Leases at the Project.

(p) When the Construction is completed in accordance with the Plans and Specifications, no building or other improvement will encroach upon any property line, building line, setback line, side yard line or any recorded or visible easement (or other easement of which Borrower is aware or has reason to believe may exist) with respect to the Project.

(q) The Loan is not being made for the purpose of purchasing or carrying “margin stock” within the meaning of Regulation T, U or X issued by the Board of Governors of the Federal Reserve System, and Borrower agrees to execute all instruments necessary to comply with all the requirements of Regulation U of the Federal Reserve System.

(r) Borrower is not a party in interest to any plan defined or regulated under ERISA, and the assets of Borrower are not “plan assets” of any employee benefit plan covered by ERISA or Section 4975 of the Internal Revenue Code.

(s) Borrower is not a “foreign person” within the meaning of Section 1445 or 7701 of the Internal Revenue Code.

(t) Borrower uses no trade name other than its actual name set forth herein. The principal place of business of Borrower is as stated in Article 22 .

(u) Borrower’s place of formation or organization is the State of Delaware. Tarantula Interests LLC, a Delaware limited liability company, is the sole member of the Borrower.

(v) All statements set forth in the Recitals are true and correct.

(w) Neither Borrower nor Guarantor is (or will be) a person with whom 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 hereby agrees to provide to the Lender with any additional information that the Lender deems necessary from time to time in order to ensure compliance with all applicable Laws concerning money laundering and similar activities.

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(x) The execution and delivery of this Agreement and the other Loan Documents to which the Borrower or the Guarantor are to become a party will result in valid and legally binding obligations of such Person enforceable against it 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 except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

(y) The Project is not owned or operated under or by reference to any registered or protected trademark, tradename, servicemark or logo.

(z) Neither the Borrower nor the Guarantor 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.

(aa) As of the date of this Agreement 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, the Borrower is not insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, the Borrower is able to pay its debts as they become due, and the Borrower has sufficient capital to carry on its business.

(bb) Each of the contracts for construction of the Project is in full force and effect and the Borrower and the other parties thereto are in compliance with their respective obligations therein.

(cc) There are no unpaid or outstanding real estate or other taxes or assessments on or against the Project or any part thereof which are payable by the Borrower. No abatement proceedings are pending with reference to any real estate taxes assessed against the Project. To the best of Borrower’s knowledge, there are no betterment assessments or other special assessments presently pending with respect to any part of the Project, and the Borrower has received no written notice of any such special assessment being contemplated.

(dd) The Borrower has received no notice of, and otherwise has no knowledge of, any violation of any material agreement affecting the Borrower or the Project.

(ee) The Borrower has furnished the Agent with true and complete sets of the Plans and Specifications to date. The Plans and Specifications so furnished to the Agent comply (and the Improvements when constructed in substantial accordance with the Plans and Specifications will likewise comply) with all Laws, all Government Approvals, and all restrictions, covenants, easements and other agreements affecting the Project, and have been approved by each Governmental Authority only to the extent required for construction of the Improvements.

(ff) The Budget accurately reflects all Budget Line Items as of the date thereof or as of the date of any amendments thereto, as applicable.

(gg) The Borrower has not received any written notice from any insurer or its agent requiring performance of any work with respect to the Land or the Improvements or canceling or threatening to cancel any policy of insurance, and the Project complies with the requirements of the Borrower’s and each General Contractor’s insurance carriers, as applicable.

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(hh) All of the representations and warranties made by or on behalf of the Borrower or the Guarantor in this Agreement and the other Loan Documents or any document or instrument delivered by or on behalf of Borrower or Guarantor 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, and none of the Borrower or the Guarantor has failed to disclose such information as is necessary to make such representations and warranties not misleading.

Borrower agrees that all of the representations and warranties set forth in Section 3.1 and elsewhere in this Agreement are true as of the date hereof, will be true at the Loan Opening and, except for matters which have been disclosed by Borrower and approved by Agent in writing, at all times thereafter. Each request for a disbursement under the Loan Documents shall constitute a reaffirmation of such representations and warranties, as deemed modified in accordance with the disclosures made and approved as aforesaid, as of the date of such request. It shall be a condition precedent to the Loan Opening and each subsequent disbursement that each of said representations and warranties is true and correct as of the date of such requested disbursement. Each request for disbursement of Loan proceeds shall be deemed to be a reaffirmation by Borrower that each of the representations and warranties is true and correct as of the date of such disbursement. In addition, at Agent’s request, Borrower shall reaffirm such representations and warranties in writing prior to each disbursement hereunder.

ARTICLE 4

LOAN AND LOAN DOCUMENTS

Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lender and Lender agrees to lend to Borrower the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its Percentage of the Loan and of each advance.

(a) The principal amount of the Loan shall not exceed the lesser of (a) One Hundred Forty-Eight Million Eight Hundred Sixty-Four Thousand Three Hundred Thirty-Five and No/100 Dollars ($148,864,335.00), (b) 55% of the Appraised Value of the Project as set out in the Appraisal, (c) 65% of the total cost of the Project as set out in the Budget approved by Agent hereunder, or (d) such amount as will result in a “Debt Service Coverage Ratio” of at least 1.75 to 1.00 (based, for purposes of this calculation, on the “stabilized” Net Operating Income of the Project projected in the Appraisal approved by the Lenders).

(b) Lender agrees, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided the Loan is In Balance, no Material Adverse Change has occurred and no default or Event of Default has occurred and is continuing

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hereunder, to open the Loan to pay or reimburse Borrower for a portion of the costs incurred by Borrower in connection with the development of the Project and the construction of the Improvements, to the extent provided for in the Budget.

(c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Articles 9 , 12 and 13 within ten (10) Business Days after compliance with all conditions precedent thereto, provided that (i) the Loan remains In Balance; (ii) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Articles 8 , 9 , 12 and 13 ; (iii) no Material Adverse Change has occurred with respect to Borrower, Guarantor, any Tenant, or the Project and (iv) no Event of Default and no default exists hereunder or under any other Loan Document or Lease.

(d) To the extent that Lender may have acquiesced in noncompliance with any requirements precedent to the Opening of the Loan or precedent to any subsequent disbursement of Loan proceeds, such acquiescence shall not constitute a waiver by Lender, and Lender may at any time after such acquiescence require Borrower to comply with all such requirements.

Borrower agrees that it will, on or before the date of this Agreement, execute and deliver or cause to be executed and delivered to Lender the following documents in form and substance acceptable to Lender:

(a) The Loan shall be evidenced by separate promissory notes of the Borrower to each Lender in substantially the form of Exhibit C attached hereto and made a part hereof, dated of even date with this Agreement and completed with appropriate insertions.

(b) The Mortgage.

(c) The Assignment of Rents.

(d) The Guaranty.

(e) Indemnity and Guaranty Agreement.

(f) The Environmental Indemnity.

(g) A collateral assignment of construction documents, including, without limitation, the General Contract, all architecture and engineering contracts, Plans and Specifications, permits, licenses, approvals and development rights, together with consents to the assignment and continuation agreements from the General Contractor, the architect and other parties reasonably specified by Agent.

(h) Such UCC financing statements as Agent determines are advisable or necessary to perfect or notify third parties of the security interests intended to be created by the Loan Documents.

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(i) Such other documents, instruments or certificates as Agent and its counsel may reasonably require, including such documents as Agent in its sole discretion deems necessary or appropriate to effectuate the terms and conditions of this Agreement and the Loan Documents, and to comply with the laws of the State.

(a) All principal, interest and other sums due under the Loan Documents shall be due and payable in full on the Maturity Date. All references herein to the Maturity Date shall mean the Initial Maturity Date, provided that Borrower shall have the right to extend the Maturity Date for one (1) additional twelve (12) month term (the “Extension Option”), thereby extending the Maturity Date to the twelve (12) month anniversary of the Initial Maturity Date (the “Extended Maturity Date”).

(b) Borrower may only exercise an Extension Option upon satisfying the following conditions:

(i) Borrower shall have delivered to Agent written notice of such election no earlier than sixty (60) days and no later than thirty (30) prior to the Initial Maturity Date;

(ii) Agent shall have received Borrower’s and Guarantor’s current financial statements, certified as correct by Borrower and Guarantor. There must be no material adverse change in Borrower’s or Guarantor’s financial condition;

(iii) Construction of the Improvements has been substantially completed in accordance with all requirements of this Loan Agreement including, without limitation, the Completion Conditions, and a final certificate of occupancy has been issued;

(iv) Such notice is accompanied by an extension fee in the amount of 25 basis points (0.25%) of the Loan Amount;

(v) No Event of Default and no material Default shall exist; and

(vi) The Debt Service Coverage Ratio is not less than 1.50: 1.00 (and Borrower shall have delivered to the Agent a Certificate of Compliance so certifying). For the purposes of this calculation of Debt Service Coverage Ratio shall be based upon a pro forma projection of Net Operating Income for the next four (4) quarters based upon Tenants in occupancy and estimated annual operating expenses reasonably approved by Agent.

Borrower shall have the right to make prepayments of the Loan, in whole or in part, at any time without prepayment penalty, upon not less than four (4) days’ prior written notice to Agent. No prepayment of all or part of the Loan shall be permitted unless same is made together with the payment of all interest accrued on the Loan through the date of prepayment and an amount equal to all Breakage Costs and attorneys’ fees and disbursements incurred by Lender as a result of the prepayment.

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All principal shall be paid on the Maturity Date.

Any and all amounts due hereunder or under the other Loan Documents which remain unpaid more than ten (10) days after the date said amount was due and payable shall incur a fee (the “Late Charge”) of four percent (4%) per annum of said amount, which payment shall be in addition to all of Agent’s and Lender’s other rights and remedies under the Loan Documents, provided that no Late Charge shall apply to the final payment of principal on the Maturity Date.

All payments of principal, interest, facility fees, 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. (Cleveland 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 the Borrower with KeyBank, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loan 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.

One Note shall be payable to the order of each Lender in the principal amount equal to such Lender’s respective Commitment or, if less, the outstanding amount of all disbursements of the Loan made by such Lender, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of disbursements of the Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such disbursement or (as the case may be) the receipt of such payment. The outstanding amount of the Loan set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due.

All payments by the Borrower to Agent for the account of the Lenders or Agent 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, 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 the Borrower is compelled by law to make such deduction or withholding.

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ARTICLE 5

INTEREST

(a) The Loan will bear interest at the Applicable Rate, unless the Default Rate is applicable. The Adjusted Base Rate shall be the “Applicable Rate”, except that the Adjusted LIBOR Rate shall be the “Applicable Rate” with respect to portions of the Loan as to which a LIBOR Rate Option is then in effect. For each disbursement of proceeds of the Loan, Borrower shall deliver to Agent irrevocable notice (which may be (A) verbal notice provided that Borrower delivers to Agent facsimile confirmation within twenty four (24) hours of such verbal notice or (B) electronic mail notice within twenty four (24) hours of such verbal notice) of the requested amount of such disbursement (x) if such disbursement is to bear interest at the Adjusted Base Rate, not later than 11:00 a.m. Cleveland time on the second Business Day prior to the desired date of disbursement and (y) if such disbursement is to bear interest at an Adjusted LIBOR Rate, not later than 11:00 a.m. Cleveland time on the third (3 ^rd ) Business Day prior to the desired date of disbursement. The Borrower promises to pay interest on the Loan in arrears on the first (1 ^st ) day of every calendar month in the amount of all interest accrued and unpaid on each Interest Payment Date.

(b) Provided that no Event of Default exists, Borrower shall have the option (the “LIBOR Rate Option”) to elect from time to time in the manner and subject to the conditions hereinafter set forth an Adjusted LIBOR Rate as the Applicable Rate for all or any portion of the Loan which would otherwise bear interest at the Adjusted Base Rate.

(c) The only manner in which Borrower may exercise the LIBOR Rate Option is by giving Agent irrevocable notice (which may be verbal notice provided that Borrower delivers to Agent facsimile confirmation in the form of Exhibit E attached hereto within twenty-four (24) hours) of such exercise not later than 11:00 a.m. Cleveland time on the third (3 ^rd ) LIBOR Business Day prior to the proposed commencement of the relevant LIBOR Rate Interest Period, which written notice shall specify: (i) the portion of the Loan with respect to which Borrower is electing the LIBOR Rate Option, (ii) the LIBOR Business Day upon which the applicable LIBOR Rate Interest Period is to commence and (iii) the duration of the applicable LIBOR Rate Interest Period. The Applicable Rate for any portion of the Loan with respect to which Borrower has elected the LIBOR Rate Option shall revert to the Adjusted Base Rate as of the last day of the LIBOR Rate Interest Period applicable thereto (unless Borrower again exercises the LIBOR Rate Option for such portion of the Loan). Agent shall be under no duty to notify Borrower that the Applicable Rate on any portion of the Loan is about to revert from an Adjusted LIBOR Rate to the Adjusted Base Rate. The LIBOR Rate Option may be exercised by Borrower only with respect to any portion of the Loan equal to or in excess of $500,000. At no time may there be more than six (6) LIBOR Rate Interest Periods in effect with respect to the Loan. Notwithstanding the foregoing, if Borrower shall elect a LIBOR Rate Option, only so much of the outstanding principal amount of the Loan as would not become due and payable during the applicable LIBOR Rate Interest Period shall accrue interest at the Adjusted LIBOR Rate and the remaining principal balance shall accrue interest at the Adjusted Base Rate.

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(d) If Agent determines (which determination shall be conclusive and binding upon Borrower, absent manifest error) (i) that Dollar deposits in an amount approximately equal to the portion of the Loan for which Borrower has exercised the LIBOR Rate Option for the designated LIBOR Rate Interest Period are not generally available at such time in the London interbank market for deposits in Dollars, (ii) that the rate at which such deposits are being offered will not adequately and fairly reflect the cost to Lender of maintaining a LIBOR Rate on such portion of the Loan or of funding the same for such LIBOR Rate Interest Period due to circumstances affecting the London interbank market generally, (iii) that reasonable means do not exist for ascertaining a LIBOR Rate, or (iv) that an Adjusted LIBOR Rate would be in excess of the maximum interest rate which Borrower may by law pay, then, in any such event, Agent shall so notify Borrower and all portions of the Loan bearing interest at an Adjusted LIBOR Rate that are so affected shall, as of the date of such notification with respect to an event described in clause (ii) or (iv)  above, or as of the expiration of the applicable LIBOR Rate Interest Period with respect to an event described in clause (i)  or (iii)  above, bear interest at the Adjusted Base Rate until such time as the situations described above are no longer in effect or can be avoided by Borrower exercising a LIBOR Rate Option for a different LIBOR Rate Interest Period.

(e) Interest at the Applicable Rate (or Default Rate) shall be calculated for the actual number of days elapsed on the basis of a 360-day year, (or a 365- or 366- day year, as applicable, in the case of the Adjusted Base Rate) including the first date of the applicable period to, but not including, the date of repayment. 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.

(f) Borrower shall pay all Breakage Costs incurred from time to time by Lender upon demand within fifteen (15) Business Days of receipt of written notice from Agent.

(g) If the introduction of or any change in any Law, regulation or treaty, or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, shall make it unlawful for Lender to maintain the Applicable Rate at an Adjusted LIBOR Rate with respect to the Loan or any portion thereof, or to fund the Loan or any portion thereof in Dollars in the London interbank market, or to give effect to its obligations regarding the LIBOR Rate Option as contemplated by the Loan Documents, then (1) Agent shall notify Borrower that Lender is no longer able to maintain the Applicable Rate at an Adjusted LIBOR Rate, (2) the LIBOR Rate Option shall immediately terminate, (3) the Applicable Rate for any portion of the Loan for which the Applicable Rate is then an Adjusted LIBOR Rate shall automatically be converted to the Adjusted Base Rate, and (4) Borrower shall pay to Agent the amount of Breakage Costs (if any) incurred by Lender in connection with such conversion. Thereafter, Borrower shall not be entitled to exercise the LIBOR Rate Option until such time as the situation described herein is no longer in effect or can be avoided by Borrower exercising a LIBOR Rate Option for a LIBOR Rate Interest Period.

(h) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrower, the Guarantor, the Lender 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

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Obligations or otherwise, shall the interest contracted for, charged or received by the Lender exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lender in excess of the maximum lawful amount, the interest payable to the Lender shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lender 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 the Borrower. All interest paid or agreed to be paid to the Lender 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. The Borrower agrees to pay an effective rate of interest that is the sum of the applicable rate as stated in this Agreement plus any additional rate of interest resulting from any charges of interest or in the nature of interest paid or to be paid in connection with any of the Loan Documents. This Section shall control all agreements between or among the Borrower, the Guarantor, the Lender and the Agent.

ARTICLE 6

COSTS OF MAINTAINING LOAN

(a) Borrower recognizes that the cost to Lender of maintaining the Loan or any portion thereof may fluctuate and, Borrower agrees to pay Agent additional amounts to compensate Lender for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrower as a result of:

(i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on all or any portion of the overall net income or receipts of Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Lender (which includes the Loan or any applicable portion thereof) ( provided , however , that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate), or (C) imposing on Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrower by Lender under the Loan Documents; or

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(ii) the maintenance by a Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to “Eurocurrency Liabilities” of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof).

(b) If the application of any Law, rule, regulation or guideline adopted or arising out of the report of the Basle Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards”, or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, from time to time Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan outstanding.

(c) Any amount payable by Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within five (5) days of receipt by Borrower of a certificate signed by an authorized officer of Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrower, absent manifest error. Failure on the part of Agent to demand payment from Borrower for any such amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or prior period. Agent shall use reasonable efforts to deliver to Borrower prompt notice of any event described in subsection (a) or (b)  above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided , however , that any failure by Agent so to notify Borrower shall not affect Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

If by reason of a change in any applicable Laws occurring after the date hereof, Borrower is required by Law to make any deduction or withholding in respect of any taxes (other than taxes imposed on or measured by the net income of Lender or any franchise tax imposed on Lender), duties or other charges from any payment due under the Notes to the maximum extent permitted by law, the sum due from Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, Lender receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.

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ARTICLE 7

LOAN EXPENSE AND ADVANCES

Borrower unconditionally agrees to pay all expenses of the Loan, including all amounts payable pursuant to Sections 7.2 , 7.3 and 7.4 and any and all other fees owing to Agent or Lender pursuant to the Loan Documents or any separate fee agreement, and also including, without limiting the generality of the foregoing, all recording, filing and registration fees and charges, mortgage or documentary taxes, all insurance premiums, title insurance premiums and other charges of the Title Insurer, printing and photocopying expenses, survey fees and charges, cost of certified copies of instruments, cost of premiums on surety company bonds and the Title Policy, charges of the Title Insurer or other escrowee for administering disbursements, all fees and disbursements of Lender’s Consultant, all appraisal fees, insurance consultant’s fees, environmental consultant’s fees, travel related expenses and all costs and expenses incurred by Agent and Lender in connection with the determination of whether or not Borrower has performed the obligations undertaken by Borrower hereunder or has satisfied any conditions precedent to the obligations of Lender hereunder and, if any default or Event of Default occurs hereunder or under any of the Loan Documents or if the Loan or Notes or any portion thereof is not paid in full when and as due, all costs and expenses of Agent and Lender (including, without limitation, court costs and counsel’s fees and