AMENDED AND RESTATED SECURED ACQUISITION AND CONSTRUCTION LOAN AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED SECURED ACQUISITION
AND CONSTRUCTION LOAN AGREEMENT

Dated as of December 21, 2006

     This AMENDED AND RESTATED SECURED ACQUISITION AND CONSTRUCTION LOAN AGREEMENT is entered into as of December 21, 2006 (the “Agreement Effective Date”) by and among BMR-BLACKFAN CIRCLE LLC, a Delaware limited liability company (“Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), and each lender which is a signatory hereto or which may hereafter become a party to this Agreement pursuant to Section 18.8 (collectively, together with KeyBank, the “Lenders” and, individually, a “Lender”) and KEYBANK NATIONAL ASSOCIATION, not individually but as Administrative Agent.

RECITALS

     WHEREAS, Borrower has previously acquired a fee simple interest in that certain parcel of land located at 3 Blackfan Circle in the City of Boston, County of Suffolk, Commonwealth of Massachusetts, which land is legally described in Exhibit A attached hereto (the “Land”), together with an eighteen (18) story office building/laboratory research center which is under construction on the Land to be known as “The Center of Life Sciences”, consisting of one building containing in the aggregate approximately 702,940 net rentable square feet of space and approximately 750 parking spaces (the “Improvements”); and

     WHEREAS, Borrower has previously obtained from KeyBank a secured loan in the amount of up to Five Hundred Fifty Million and No/100ths Dollars ($550,000,000.00) to finance a portion of the acquisition, construction and development costs of the Subject Property pursuant to that certain Secured Acquisition and Construction Loan Agreement dated November 17, 2006 (the “Original Agreement”); and

     WHEREAS, KeyBank and Borrower desire to amend and restate the Original Agreement on the terms and conditions set forth in this Agreement to admit additional Lenders to the loan evidenced thereby and make certain modifications to the Original Agreement and the other “Loan Documents” (as defined therein).

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

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

     1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

     “Actual Subject Property DSCR” means, as of any date, the amount determined by dividing (a) the then-current Adjusted NOI for the Subject Property by (b) the then-current Implied Debt Service Amount.

     “Adjacent Property” shall mean that certain parcel of real estate that is adjacent to the Subject Property and located at and known as 340 Brookline Avenue, Boston, Massachusetts and more particularly described on Exhibit J attached hereto and made a part hereof.

     “Adjusted EBITDA” means, as of any date, (a) EBITDA with respect to the Consolidated Group for the most recent Fiscal Quarter for which financial results have been reported less (b) Capital Reserves divided by four (4).

     “Adjusted NOI” means, as of any date with respect to any Project or group of Projects, an annualized amount determined by multiplying four (4) times NOI of such Project or group of Projects for the most recent Fiscal Quarter for which financial results have been reported and deducting therefrom the then-current annualized Capital Reserves with respect to such Project or group of Projects.

     “Administrative Agent” means KeyBank, when acting in its capacity as the Administrative Agent under any of the Loan Documents, or any successor Administrative Agent appointed pursuant to the terms hereof.

     “Administrative Agent’s Office” means the Administrative Agent’s office located at 127 Public Square, Cleveland, Ohio 44114, or such other office as the Administrative Agent hereafter may designate by written notice to Borrower and the Lenders.

     “Advance” means that portion of any Loan funded by a single Lender.

     “Affiliate” means, as to any Person, any other Person which directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” (and the correlative terms, “controlled by” and “under common control with”) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise); provided that, in any event, any Person which owns, directly or indirectly, 10% or more of the securities having ordinary voting power for the election of directors or other governing body of a corporation, or 10% or more of the partnership or other ownership interests of any other Person, will be deemed to be an Affiliate of such corporation, partnership or other Person.

     “Agreement” means this Amended and Restated Secured Acquisition and Construction Loan Agreement, either as originally executed or as it may from time to time be extended, supplemented, consolidated, amended, restated, increased, renewed or modified.

     “Alternate Base Rate” means, as of any date of determination, the rate per annum equal to the higher of (a) the Prime Rate in effect on such date and (b) the Federal Funds Effective

Rate in effect on such date plus one-half of 1% (50 basis points) plus, in either case, the Applicable Margin.

     “Alternate Base Rate Advance” means an Advance made hereunder and specified to be an Alternate Base Rate Advance in accordance with Article 2.

     “Alternate Base Rate Loan” means a Loan made hereunder and specified to be an Alternate Base Rate Loan in accordance with Article 2.

     “Amendment to Loan Documents” shall have the meaning ascribed to such term in Section 2.6(c).

     “Applicable Laws” shall have the meaning ascribed to such term in Section 4.26(c).

     “Applicable Margin” means (i) three-quarters of one percent (0.75%) per annum with respect to LIBOR Rate Loans under Tranche A, (ii) one and one-half of one percent (1.50%) per annum with respect to LIBOR Rate Loans under Tranche B-1, (iii) two percent (2.00%) per annum with respect to LIBOR Rate Loans under Tranche B-2, (iv) two percent (2.00%) per annum with respect to LIBOR Rate Loans under Tranche C and (v) zero with respect to Alternate Base Rate Loans under any Tranche, as the case may be.

     “Appraisal” shall mean an MAI certified appraisal of the Subject Property performed in accordance with FIRREA and Administrative Agent’s appraisal requirements by Lincoln Property Company (with respect to the initial Appraisal) or such other appraiser selected and retained by Administrative Agent.

     “Architect” shall mean Tsoi/Kobus & Associates, Inc.

     “Asset Management Fee” shall have the meaning ascribed to such term in Section 10.8.

     “Banking Day” means (i) with respect to any borrowing, payment or rate selection of LIBOR Rate Advances, a day (other than a Saturday or Sunday) on which banks generally are open in Cleveland, Ohio, New York, New York and the majority of cities in Germany for the conduct of substantially all of their commercial lending activities and on which dealings in Dollars are carried on in the London interbank market and (ii) for all other purposes, a day (other than a Saturday or Sunday) on which banks generally are open in Cleveland, Ohio, and New York, New York for the conduct of substantially all of their commercial lending activities.

     “BIDMC” shall mean Beth Israel Deaconess Medical Center, Inc., a Massachusetts not for profit corporation.

     “BIDMC Lease Agreement” shall mean that certain Lease with BIDMC, as tenant, dated as of June 24, 2005.

     “BIDMC Lease L/C” shall mean that certain Letter of Credit issued by Bank of America, N.A. in the stated amount of $9,313,852.00 as Letter of Credit No. 68006782 , issued pursuant to the terms of the BIDMC Lease Agreement.

     “BIDMC Parking Unit” shall mean a unit in the garage of the Condominium consisting of 450 parking spaces in the Garage and all rights appurtenant thereto.

     “BIDMC Parking Unit Release Date” shall have the meaning ascribed to such term in Section 18.2.

     “Borrower Parking Unit” shall mean a unit in the garage of the Condominium consisting of not less than 300 parking spaces in the Garage and all rights appurtenant thereto.

     “Borrower’s Equity Requirement” shall mean an amount equal to $213,487,506.

     “Budget” means the budget for Project Costs through Stabilization as submitted by Borrower and reasonably approved by the Administrative Agent pursuant to Section 8.1, as it may be modified from time to time as provided herein.

     “Budget Line Items” shall have the meaning ascribed to such term in Section 8.2.

     “Capital Lease Obligations” means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with Generally Accepted Accounting Principles, is classified as a capital lease, other than those obligations so classified solely as a result of FAS 141.

     “Capital Reserves” means, as of any date with respect to any Income-Producing Project or group of Income-Producing Projects, an annual amount equal to (i) $0.10 per square foot of the aggregate Net Rentable Area of those Income-Producing Projects owned by a member of the Consolidated Group as of the last day of the most recent Fiscal Quarter for which financial results have been reported and (ii) the applicable Consolidated Group Pro Rata Share of $0.10 per square foot of the Net Rentable Area of those Income-Producing Projects owned by an Investment Affiliate as of the last day of such Fiscal Quarter.

     “Capitalization Rate” means, as of any date with respect to any Project, 8.75%, except that the Capitalization Rate with respect to the HGS Borrowing Base Project shall be 9.875%, provided that the Capitalization Rate shall be adjusted as necessary to match any adjustments in the definition of “Capitalization Rate” under the terms of the Unsecured Credit Agreement.

     “Cash Equivalents” means, as of any date:

     (i) securities issued or directly and fully guaranteed or insured by the United States of America government or any agency or instrumentality thereof having maturities of not more than one year from such date;

     (ii) mutual funds organized under the United States Investment Company Act of 1940, as amended, rated AAm or AAm-G by S&P and P-1 by Moody’s;

     (iii) certificates of deposit or other interest-bearing obligations of a bank or trust company which is a member in good standing of the Federal Reserve System having a short term unsecured debt rating of not less than A-1 by S&P and not less than P-1 by

Moody’s (or in each case, if no bank or trust company is so rated, the highest comparable rating then given to any bank or trust company, but in such case only for funds invested overnight or over a weekend) provided that such investments shall mature or be redeemable upon the option of the holders thereof on or prior to a date one month from the date of their purchase;

     (iv) certificates of deposit or other interest-bearing obligations of a bank or trust company which is a member in good standing of the Federal Reserve System having a short term unsecured debt rating of not less than A-1+ by S&P, and not less than P-1 by Moody’s and which has a long term unsecured debt rating of not less than A1 by Moody’s (or in each case, if no bank or trust company is so rated, the highest comparable rating then given to any bank or trust company, but in such case only for funds invested overnight or over a weekend) provided that such investments shall mature or be redeemable upon the option of the holders thereof on or prior to a date three months from the date of their purchase;

     (v) bonds or other obligations having a short term unsecured debt rating of not less than A-1+ by S&P and P-1+ by Moody’s and having a long term debt rating of not less than A1 by Moody’s issued by or by authority of any state of the United States of America, any territory or possession of the United States of America, including the Commonwealth of Puerto Rico and agencies thereof, or any political subdivision of any of the foregoing;

     (vi) repurchase agreements issued by an entity rated not less than A-1+ by S&P, and not less than P-1 by Moody’s which are secured by United States of America government securities of the type described in clause (i) of this definition maturing on or prior to a date one month from the date the repurchase agreement is entered into;

     (vii) short term promissory notes rated not less than A-1+ by S&P, and not less than P-1 by Moody’s maturing or to be redeemable upon the option of the holders thereof on or prior to a date one month from the date of their purchase; and

     (viii) commercial paper (having original maturities of not more than 365 days) rated at least A-1+ by S&P and P-1 by Moody’s and issued by a foreign or domestic issuer who, at the time of the investment, has outstanding long-term unsecured debt obligations rated at least A1 by Moody’s.

     “CBR Institute Lease Agreement” shall mean that certain Lease with CBR Institute for Biomedical Research, Inc., a Massachusetts charitable corporation, dated as of May 25, 2006, as amended by a First Amendment to Lease dated as of September ___, 2006.

     “CBR Institute Lease L/C” shall mean that certain Letter of Credit issued by Citizens Bank of Massachusetts in the stated amount of $2,160,778.00 as Letter of Credit No. S903529, issued pursuant to the terms of the CBR Institute Lease Agreement, as the same may be reduced pursuant to the First Amendment to the CBR Institute Lease Agreement.

     “CDO Asset Manager” with respect to any Securitization Vehicle that is a CDO, shall mean the entity that is responsible for managing or administering the underlying assets of such Securitization Vehicle or, if applicable, the assets of any Intervening Trust Vehicle (including, without limitation, the right to exercise any consent and control rights available to the holder of the applicable Note(s)).

     “Certificate” means a certificate signed by a Senior Officer or Responsible Official (as applicable) of the Person providing the certificate.

     “Children’s Hospital Lease Agreement” shall mean that certain Lease with Children’s Hospital Corporation, a Massachusetts not-for-profit corporation, dated as of June 20, 2006.

     “Children’s Hospital Lease L/C” shall mean that certain Letter of Credit issued by Bank of America, N.A. in the stated amount of $2,092,227.69 as Letter of Credit No. 68013527, issued pursuant to the terms of the Children’s Hospital Lease Agreement.

     “Closing Date” means November 17, 2006.

     “Code” means the Internal Revenue Code of 1986, as amended or replaced and as in effect from time to time.

     “Collateral” means all of the property, rights and interests of Borrower in the Subject Property that are subject to the security interests and Liens created by the Security Documents.

     “Co-Lender Agreement” means that certain Co-Lender Agreement dated as of the Agreement Effective Date among the Lenders and the Administrative Agent, as it may be amended, modified or supplemented from time to time by the parties thereto.

     “Commitments” means the commitments of each of the Lenders (as initially specified in Schedule 1.1 hereto) to make Advances under this Agreement.

     “Commitments Assignment and Acceptance” means an assignment and acceptance agreement substantially in the form of Exhibit B.

     “Completion Conditions” shall have the meaning ascribed to such term in Section 11.1.

     “Completion Guaranty” shall have the meaning ascribed to such term in Section 2.5(e).

     “Compliance Certificate” means a certificate in the form of Exhibit C, properly completed and signed by a Senior Officer of Borrower.

     “Condominium” shall mean the condominium regime created by the Condominium Documents.

     “Condominium Documents” shall mean the Master Deed, Declaration of Trust and any other ancillary documents relative to the dedication by the Borrower of the Subject Property to a

condominium regime to create the Condominium consisting of the BIDMC Parking Unit, the Borrower Parking Unit and a unit containing the balance of the Improvements.

     “Confidential Information” means (i) all of the terms, covenants, conditions or agreements set forth in this Agreement or any amendments hereto and any related agreements of whatever nature, (ii) the information and reports provided in compliance with Articles 6 and 7 of this Agreement, (iii) any and all information provided, disclosed or otherwise made available to the Administrative Agent and the Lenders including, without limitation, any and all plans, maps, studies (including market studies), reports or other data, operating expense information, as-built plans, specifications, site plans, drawings, notes, analyses, compilations, or other documents or materials relating to the Projects or their condition or use, whether prepared by Borrower or others, which use, or reflect, or that are based on, derived from, or are in any way related to the foregoing, and (iv) any and all other information of Trust, its Subsidiaries or the Investment Affiliates that the Administrative Agent or any Lender may have access to including, without limitation, ideas, samples, media, techniques, sketches, specifications, designs, plans, forecasts, financial information, technical information, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, financial models and databases, software programs, software source documents, manuals, documents, properties, names of tenants or potential tenants, vendors, suppliers, distributors and consultants, and formulae related to the current, future, and proposed products and services of Trust, its Subsidiaries, the Investment Affiliates, tenants or potential tenants (including, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, clients, business and contractual relationships, business forecasts, and sales and marketing plans). Such Confidential Information may be disclosed or accessible to the Administrative Agent and the Lenders as embodied within tangible material (such as documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), orally, or visually.

     “Consolidated Group” means Trust, Parent, Borrower and all Subsidiaries of Trust which are consolidated with Trust, Parent and Borrower for financial reporting purposes under GAAP.

     “Consolidated Group Pro Rata Share” means, with respect to any Investment Affiliate, the percentage of the total equity ownership interests held by the Consolidated Group in the aggregate in such Investment Affiliate determined by calculating the greater of (i) the percentage of the issued and outstanding stock, partnership interests or membership interests in such Investment Affiliate held by the Consolidated Group in the aggregate and (ii) the percentage of the total book value of such Investment Affiliate that would be received by the Consolidated Group in the aggregate upon liquidation of such Investment Affiliate, after repayment in full of all Indebtedness of such Investment Affiliate.

     “Consolidated Outstanding Indebtedness” means, as of any date of determination, without duplication, the sum of (a) all Indebtedness of the Consolidated Group outstanding at such date, determined on a consolidated basis in accordance with GAAP (whether recourse or non-recourse), plus, without duplication, (b) the applicable Consolidated Group Pro Rata Share of any Indebtedness of each Investment Affiliate other than Indebtedness of such Investment Affiliate to a member of the Consolidated Group.

     “Construction” or “construction” means (i) the construction and equipping of the Improvements in accordance with the Plans and Specifications, (ii) all Tenant Work and related improvements and/or tenant improvement allowances required to be performed and/or paid for by Borrower under those Leases executed on or before the Substantial Completion Date, and (iii) the installation of all personal property, fixtures and equipment required to be installed by Borrower for the operation of the Subject Property.

     “Construction Schedule” shall have the meaning ascribed to such term in Section 7.1(g).

     “Contingency Fund” shall have the meaning ascribed to such term in Section 8.3.

     “Continuing Tenant” means, with respect to any Income-Producing Project for any Fiscal Quarter, a tenant of such Project which was in occupancy at all times during such Fiscal Quarter and paying rent.

     “Contractual Obligation” means, as to any Person, any provision of any outstanding security issued by that Person or of any material agreement, instrument or undertaking to which that Person is a party or by which it or any of its Property is bound.

     “Controlled Entity” means a Person (a) that is a Subsidiary of Trust, (b) that is a general partnership or a limited partnership in which Parent or a Wholly-Owned Subsidiary of Parent is the sole managing general partner and such managing general partner has the sole power to (i) sell all or substantially all of the assets of such Person, (ii) incur Indebtedness in the name of such Person, (iii) grant a Lien on all or any portion of the assets of such Person and (iv) otherwise generally manage the business and assets of such Person or (c) that is a limited liability company for which Parent or a Wholly-Owned Subsidiary of Parent is the sole manager and such manager has the sole power to do the acts described in subclauses (i) through (iv) of clause (b) above.

     “Cross Easement Agreement” shall mean that certain Cross Easement Agreement dated June 24, 2005 and recorded on June 24, 2005 in the Suffolk County Registry of Deeds at Book 37390, Page 1 as Document 2005-00082016.

     “Cross Easement Estoppel” shall have the meaning ascribed to such term in Section 6.1(x).

     “Debt Offering” means the issuance and sale by any member of the Consolidated Group of any debt securities of such member, excluding debt securities issued to and retained by another member of the Consolidated Group.

     “Debt Service” means, for any Fiscal Quarter, the sum of all Interest Expense and all mandatory or regularly scheduled principal payments due and payable during such period on the related Indebtedness, excluding any balloon payments due upon maturity of such Indebtedness (provided that Debt Service with respect to the Consolidated Group shall include only the applicable Consolidated Group Pro Rata share of all such principal payments for such Fiscal Quarter with respect to Indebtedness of Investment Affiliates). Debt Service shall include the

portion of rent payable by a Person during such Fiscal Quarter under Capital Lease Obligations that should be treated as principal in accordance with Generally Accepted Accounting Principles.

     “Debtor Relief Laws” means the Bankruptcy Code of the United States of America, as amended from time to time, and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws from time to time in effect affecting the rights of creditors generally.

     “Declaration Estoppel” shall have the meaning ascribed to such term in Section 6.1 (dd).

     “Declaration of Easements” shall mean that certain Declaration of Easements made by Beth Israel Hospital Association dated as of December 11, 1992 and recorded on December 28, 1992 with the Suffolk County Registry of Deeds as Document No. 17945129.

     “Default” means any event that, with the giving of any applicable notice or passage of time specified in Section 16.1 or both, would be an Event of Default.

     “Default Rate” means the interest rate prescribed in Section 3.6.

     “Defaulting Lender” means (a) any Lender that has failed to fund any Advance within two (2) Banking Days after such funding is required pursuant to this Agreement; or (b) any Lender that has (i) breached any other material term or condition of this Agreement or (ii) failed to make any other payment to the Administrative Agent (whether such payment is a reimbursement for costs, expenses or attorneys’ fees, an indemnity payment, the repayment of erroneously paid funds, a portion of any set-off to be turned over to the Administrative Agent or otherwise) when such payment is due and payable under this Agreement or any other Loan Document, if such breach or failure has not been cured or paid within ten (10) days after notice thereof from the Administrative Agent to such Lender.

     “Deficiency Deposit” shall have the meaning ascribed to such term in Section 9.1.

     “Distribution” means, with respect to any shares of capital stock or any warrant or option to purchase an equity security or other equity security or interest issued by a Person, (i) the retirement, redemption, purchase or other acquisition for cash or for Property by such Person of any such security or interest, (ii) the payment by such Person of any dividend in cash or in Property on or with respect to any such security or interest, (iii) any Investment by such Person in the holder of 5% or more of any such security or interest if a purpose of such Investment is to avoid characterization of the transaction as a Distribution or (iv) any other payment in cash or Property by such Person constituting a distribution under applicable Laws with respect to such security or interest.

     “Dollars” or “$” means United States of America dollars.

     “EBITDA” means, with respect to any Person for any Fiscal Quarter, the Net Income of such Person (from operations and from discontinued operations) for that Fiscal Quarter, before (i) interest, income taxes, depreciation, amortization and all other non-cash expenses (including

non-cash compensation, to the extent not actually paid as a cash expense) of such Person for that Fiscal Quarter and (ii) extraordinary gains (and losses) of such Person, in each case as determined on a consolidated basis in accordance with Generally Accepted Accounting Principles; provided, that in performing the foregoing calculation of EBITDA with respect to the Consolidated Group, that portion of EBITDA attributable to the Consolidated Group’s equity interests in any Investment Affiliates shall be deducted, and the applicable Consolidated Group Pro Rata Share of EBITDA in each such Investment Affiliate shall be added back into the calculation.

     “Employee Plan” means any (a) employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) any plan (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (c) any entity the underlying assets of which include plan assets (as defined in 29 C.F.R. Section 2510.3-101 or otherwise under ERISA) by reason of a plan’s investment in such entity (including an insurance company general account), or (d) a governmental plan (as defined in Section 3(32) of ERISA or Section 414(d) of the Code) organized in a jurisdiction within the United States of America having prohibitions on transactions with such governmental plan substantially similar to those contained in Section 406 of ERISA or Section 4975 of the Code.

     “Environmental Indemnity” shall have the same meaning as the term “Indemnity”.

     “Equity Offering” means the issuance and sale by any member of the Consolidated Group of any equity securities of such member, excluding equity securities issued to and retained by another member of the Consolidated Group.

     “ERISA” means the Employee Retirement Income Security Act of 1974, and any regulations issued pursuant thereto, as amended or replaced and as in effect from time to time.

     “ERISA Affiliate” means each Person (whether or not incorporated) which is required to be aggregated with Parent pursuant to Section 414 of the Code.

     “Escrow Agent” means Stewart Title Guaranty Company, or such other escrow agent as may be reasonably approved in writing by the Administrative Agent.

     “Event of Default” shall have the meaning provided in Section 16.1.

     “Excluded Tenant” means, with respect to any Income-Producing Project for any Fiscal Quarter, a tenant of such Project (i) whose lease expired or was terminated during such Fiscal Quarter or within thirty (30) days after the expiration of such Fiscal Quarter or (ii) which either defaulted in the payment of any of its lease obligations during such Fiscal Quarter (and such payment default is continuing after all required notices have been given and all applicable cure periods provided for in such lease have expired) or was the debtor in a voluntary or involuntary proceeding under any Debtor Relief Law during such Fiscal Quarter.

     “Extended Maturity Date” shall mean November 16, 2010.

     “Extension Fee” shall have the meaning ascribed to such term in Section 2.7

     “Extension Option” shall have the meaning ascribed to such term in Section 2.7.

     “FAS 141” means Statement No. 141 issued by the Financial Accounting Standards Board.

     “Federal Funds Effective Rate” shall mean, for any day, the rate per annum announced by the Federal Reserve Bank of Cleveland 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.”

     “Final Completion” shall have the meaning ascribed to such term in Section 11.1.

     “Final Completion Date” shall mean August 16, 2009, subject to extension pursuant to Section 12.13.

     “Final Completion Date Deadline” shall have the meaning ascribed to such term in Section 12.13.

     “Fiscal Quarter” means the fiscal quarter of the Consolidated Group ending on each March 31, June 30, September 30 and December 31.

     “Fiscal Year” means the fiscal year of Borrower ending on each December 31.

     “Fixed Charge Coverage Ratio” means, as of any date, (a) Adjusted EBITDA divided by (b) the sum of (i) Debt Service with respect to the Consolidated Group plus (ii) all Preferred Distributions of the Consolidated Group plus (iii) the Consolidated Group Pro Rata Share of all Preferred Distributions of Investment Affiliates, in each case based on the most recent Fiscal Quarter for which financial results have been reported.

     “Funds From Operations” with respect to any fiscal period shall have the same meaning determined from time to time by the National Association of Real Estate Investment Trusts to be the meaning most commonly used by its members.

     “Garage” shall mean the parking garage to be constructed as part of the Improvements initially consisting of not less than 750 parking spaces, as shown on the Plans and Specifications.

     “Garage Easement Agreement” shall mean that certain Mutual Garage Easement and Support Right Agreement and Notice of Garage Regulations and Operating Agreement dated as of June 24, 2005 among CLSB I, LLC, CLSB II, LLC and BIDMC and recorded in the Suffolk County Registry of Deeds on June 24, 2005 at Book 37390, Page 1 as Document 2005-00082017.

     “Garage Easement Estoppel” shall have the meaning ascribed to such term in Section 6.1(w).

     “General Contract” shall mean the general contract between Borrower and General Contractor, pertaining to the construction of the Improvements and all onsite and offsite improvements for the Subject Property, dated as of June 25, 2002, as amended by that certain Amendment No. 1 dated as of October 28, 2004 and that certain Amendment No. 2 dated as of June 13, 2005.

     “General Contractor” shall mean William A. Berry & Son, Inc.

     “General Contractor L/C” shall mean that certain letter of credit issued by Sovereign Bank in the stated amount of $7,000,000 as Letter of Credit No. 4092, issued to pursuant to the General Contract.

     “Generally Accepted Accounting Principles” or “GAAP” means, as of any date of determination, accounting principles (a) set forth as generally accepted in then currently effective Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants, (b) set forth as generally accepted in then currently effective Statements of the Financial Accounting Standards Board or (c) that are then approved by such other entity as may be approved by a significant segment of the accounting profession in the United States of America. The term “consistently applied,” as used in connection therewith, means that the accounting principles applied are consistent in all material respects with those applied at prior dates or for prior periods.

     “Governmental Agency” means (a) any international, foreign, federal, state, county or municipal government, or political subdivision thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality or public body or (c) any court or administrative tribunal, each of competent jurisdiction.

     “Governmental Approvals” shall have the meaning ascribed to such term in Section 4.26(d).

     “Gross Asset Value” means, as of any day, an amount equal to the sum of the following assets then owned by a member of the Consolidated Group or an Investment Affiliate and valued as follows: (i) Adjusted NOI attributable to Projects owned by a member of the Consolidated Group (or the Consolidated Group Pro Rata Share thereof with respect to Projects owned by an Investment Affiliate) (excluding any such portion of such Adjusted NOI attributable to (a) the HGS Borrowing Base Project, (b) those buildings in the Sun Campus Project not yet designated by Parent to be valued based on Adjusted NOI as described below, (c) Projects that were Unstabilized Projects at any time during the Fiscal Quarter with respect to which Adjusted NOI is determined, (d) Projects acquired after the first day of such Fiscal Quarter, or (e) Projects disposed of during or after such Fiscal Quarter), divided by the applicable Capitalization Rate; plus, without duplication, (ii) with respect to each such excluded Project that was an Unstabilized Project, the greater of (a) the portion of such Adjusted NOI attributable to such excluded Project (or the Consolidated Group Pro Rata Share thereof with respect to any such excluded Project

owned by an Investment Affiliate), divided by the applicable Capitalization Rate and (b) the Consolidated Group’s GAAP cost basis (or the Consolidated Group Pro Rata Share thereof with respect to any such excluded Project owned by an Investment Affiliate) in such excluded Project; plus (iii) the lesser of (a) $200,000,000 and (b) the Adjusted NOI attributable to the HGS Borrowing Base Project divided by the applicable Capitalization Rate, plus (iv) the applicable aggregate acquisition cost as shown on Exhibit H to the Unsecured Credit Agreement for those buildings in the Sun Campus Project Parent has not yet designated for valuation based on Adjusted NOI by giving an irrevocable written notice to such effect to the Administrative Agent under the Unsecured Credit Agreement; plus (v) the acquisition cost of all Projects acquired after the first day of such Fiscal Quarter and on or prior to such date of determination (or the Consolidated Group Pro Rata Share thereof with respect to any such acquired Project owned by an Investment Affiliate); plus (vi) the acquisition cost of all raw land held for development as of such date (or the Consolidated Group Pro Rata Share thereof with respect to any such land owned by an Investment Affiliate) (provided that the amount contributed to Gross Asset Value under this clause (vi) shall not exceed 10% of the total Gross Asset Value); plus (vii) cash and Cash Equivalents of the Consolidated Group as of such date of determination.

     “Guarantee” means, as to any Person, any (a) guarantee by that Person of Indebtedness of, or other obligation performable by, any other Person or (b) assurance given by that Person to an obligee of any other Person with respect to the performance of an obligation by, or the financial condition of, such other Person, whether direct, indirect or contingent, including any purchase or repurchase agreement covering such obligation or any collateral security therefor, any agreement to provide funds (by means of loans, capital contributions or otherwise) to such other Person, any agreement to support the solvency or level of any balance sheet item of such other Person or any “keep-well” or other arrangement of whatever nature given for the purpose of assuring or holding harmless such obligee against loss with respect to any obligation of such other Person; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation in respect of Indebtedness shall be deemed to be an amount equal to the stated or determinable amount of the related Indebtedness (unless the Guarantee Obligation is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the reasonably anticipated liability in respect thereof as determined by the Person in good faith pursuant to Generally Accepted Accounting Principles.

     “Guarantors” means, collectively, Parent and Trust.

     “Guaranty” means, collectively, the Payment Guaranty dated as of the Agreement Effective Date executed by Guarantors and the Completion Guaranty dated as of the Closing Date executed by the Guarantors, as amended by and reaffirmed in the Amendment to Loan Documents dated as of the Agreement Effective Date.

     “Hazardous Materials” means substances defined as “hazardous substances” pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §9601 et seq., or as “hazardous”, “toxic” or “pollutant” substances or as “solid waste” pursuant to the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. §6901, et seq., or as “friable asbestos” pursuant to the

Toxic Substances Control Act, 15 U.S.C. §2601 et seq. or any other applicable Hazardous Materials Law, in each case as such Laws are amended from time to time.

     “Hazardous Materials Laws” means all Laws governing the treatment, transportation or disposal of Hazardous Materials applicable to any of the Projects.

     “HGS Borrowing Base Project” means that certain Project located at 9911 Belward Campus Drive, Rockville, Maryland consisting of approximately nine and one-half acres of land improved with a building containing approximately 289,912 gross square feet of laboratory manufacturing space and owned in fee simple by a Wholly-Owned Subsidiary of Parent.

     “Implied Debt Service Amount” means, as of any date, the aggregate annual amount of principal and interest that would be needed to fully amortize the Loan Commitment (when calculating the Stabilized Subject Property DSCR) or the Outstanding Loan Amount (when calculating the Actual Subject Property DSCR) by equal monthly payments of principal and interest over a 30 year period, using an annual interest rate equal to the greater of (i) the sum of (A) the then-current annual yield on obligations of the United States of America Treasury maturing approximately 10 years after such date plus (B) 1.00% per annum, or (ii) 6.00% per annum.

     “Improvements” shall have the meaning ascribed to such term in the first recital of this Agreement.

     “In Balance” or “in balance” shall have the meaning ascribed to such terms in Article 9.

     “Income-Producing Project” means any Project other than an Unstabilized Project.

     “Indebtedness” means, 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; (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 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) Capital Lease Obligations of such Person; (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 repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (it being understood that the term “Indebtedness” shall not include trade payables incurred in the ordinary course of business or obligations of such Person under purchase agreements pertaining to potential acquisition by such Person of additional real properties (and related assets)); (g) net mark to market exposure of such Person under any interest rate protection agreement (including, without limitation, any interest rate swaps, caps, floors, collars and similar agreements) and currency swaps and similar agreements; (h) all Indebtedness of other Persons which such Person has Guaranteed or is otherwise recourse to such Person (except for guaranties of customary non-

recourse “carve-out” exceptions for fraud, misapplication of funds, environmental indemnities and other similar exceptions to recourse liability (but not exceptions relating to bankruptcy, insolvency, receivership or other similar events)); and (i) all Indebtedness of another Person secured by any Lien on Property owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation. For the avoidance of doubt, Indebtedness shall not include premiums required by FAS 141 as a result of the assumption of Indebtedness bearing an interest rate that was above market interest rates at the time of assumption.

     “Indemnity” shall have the meaning ascribed to such term in Section 2.5(g).

     “Intangible Assets” means assets that are considered intangible assets under Generally Accepted Accounting Principles, including customer lists, goodwill, copyrights, trade names, trademarks and patents.

     “Interest Expense” means, with respect to the Consolidated Group and measured as of the last day of the most recent Fiscal Quarter for which financial results have been reported, the sum of (a) all interest of the Consolidated Group (whether accrued or paid, without duplication) for such Fiscal Quarter, excluding any non-cash interest expense, but including capitalized interest due to any Person who is not a member of the Consolidated Group which is not funded from the proceeds of a construction loan, plus (b) the portion of rent paid or payable by the Consolidated Group (without duplication) for such Fiscal Quarter under Capital Lease Obligations that should be treated as interest in accordance with Financial Accounting Standards Board Statement No. 13, plus (c) the Consolidated Group Pro Rata Share of any interest expense of the type described in clause (a) and clause (b) above of each Investment Affiliate for such Fiscal Quarter.

     “Intervening Trust Vehicle” with respect to any Securitization Vehicle that is a CDO, shall mean a trust vehicle or entity which holds a Note as collateral securing (in whole or in part) any obligation or security held by such Securitization Vehicle as collateral for the CDO.

     “Investment” means, when used in connection with any Person, any investment by or of that Person, whether by means of purchase or other acquisition of stock or other securities of any other Person or by means of a loan, advance creating a debt, capital contribution, guaranty or other debt or equity participation or interest in any other Person, including any partnership and joint venture interests of such Person. The amount of any Investment shall be the amount actually invested (minus any return of capital with respect to such Investment which has actually been received in cash or Cash Equivalents or has been converted into cash or Cash Equivalents), without adjustment for subsequent increases or decreases in the value of such Investment.

     “Investment Affiliate” means any Person in which the Consolidated Group, directly or indirectly, has either a controlling interest or a ten percent (10%) or greater ownership interest, whose financial results, in either case, are not consolidated under GAAP with the financial results of the Consolidated Group.

     “Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents.

     “Lead Arranger” means KeyBanc Capital Markets.

     “Leases” shall mean, collectively, all leases, subleases and occupancy agreements affecting the Subject Property or any part thereof now existing or hereafter executed and all material amendments, material modifications or supplements thereto approved in writing by the Requisite Lenders, which approval shall not be unreasonably withheld.

     “Lender” means each lender whose name is set forth in the signature pages of this Agreement and each lender which may hereafter become a party to this Agreement pursuant to Section 18.8.

     “Lender Party” shall have the meaning ascribed to such term in Section 18.14.

     “Lenders’ Consultant” shall mean an independent consulting architect and/or engineer designated by Administrative Agent in Administrative Agent’s reasonable discretion.

     “Lenders’ Environmental Consultant” shall mean an environmental consultant designated by Administrative Agent in Administrative Agent’s reasonable discretion.

     “Leverage Ratio” means, as of any day, (a) Consolidated Outstanding Indebtedness as of such date less Qualifying Trust Preferred Obligations as of such date, divided by (b) Gross Asset Value as of such date, expressed as a percentage.

     “LIBOR Base Rate” means, with respect to a LIBOR Rate Advance for the relevant LIBOR Period, the applicable British Bankers’ Association LIBOR rate for deposits in Dollars as reported by any generally recognized financial information service as of 11:00 a.m. (London time) two Banking Days prior to the first day of such LIBOR Period, and having a maturity equal to such LIBOR Period, provided that, if no such British Bankers’ Association LIBOR rate is available to the Administrative Agent, the applicable LIBOR Base Rate for the relevant LIBOR Period shall instead be the rate determined by the Administrative Agent to be the rate at which KeyBank or one of its Affiliate banks offers to place deposits in Dollars with first class banks in the London interbank market at approximately 11:00 a.m. (London time) two Banking Days prior to the first day of such LIBOR Period, in the approximate amount of the relevant LIBOR Rate Advance and having a maturity equal to such LIBOR Period.

     “LIBOR Lending Office” means, as to each Lender, its office or branch so designated by written notice to Borrower and the Administrative Agent as its LIBOR Lending Office. If no LIBOR Lending Office is designated by a Lender, its LIBOR Lending Office shall be its office at its address for purposes of notices hereunder.

     “LIBOR Period” means, as to each LIBOR Rate Loan, a period of one, two, three, six or twelve months, to the extent deposits with such maturities are available to the Lenders, commencing on a Banking Day, as selected by Borrower pursuant to Section 2.1(f); provided, however, that (i) shorter or longer LIBOR Periods may be made available if requested by the Borrower and approved on a case-by-case basis in advance in writing by the Administrative Agent in its sole discretion after confirming that corresponding shorter or longer maturities are

available to all of the Lenders, (ii) any LIBOR Period which begins on a day for which there is no numerically corresponding date in the calendar month in which such LIBOR Period would otherwise end shall instead end on the last Banking Day of such calendar month, (iii) the first day of any LIBOR Period shall be a Banking Day, (iv) any LIBOR Period that would otherwise end on a day that is not a Banking Day shall be extended to the next succeeding Banking Day unless such Banking Day falls in another calendar month, in which case such LIBOR Period shall end on the next preceding Banking Day, and (v) no LIBOR Period shall extend beyond the Maturity Date. Notwithstanding the foregoing, at any one time there will be no more than ten (10) LIBOR Periods outstanding.

     “LIBOR Rate” means, as of any date during any LIBOR Period, the sum of (A) the LIBOR Base Rate applicable to such LIBOR Period divided by one minus the then-current Reserve Percentage and (B) the Applicable Margin with respect to LIBOR Rate Loans.

     “LIBOR Rate Advance” means an Advance made hereunder and specified to be a LIBOR Rate Advance in accordance with Article 2.

     “LIBOR Rate Loan” means a Loan made hereunder and specified to be a LIBOR Rate Loan in accordance with Article 2.

     “Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, lien or charge of any kind, whether voluntarily incurred or arising by operation of Law or otherwise, affecting any Property, including any conditional sale or other title retention agreement, any lease in the nature of a security interest, and/or the filing of any financing statement (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) under the Uniform Commercial Code or comparable Law of any jurisdiction with respect to any Property.

     “Life Sciences Buildings” means office buildings, office/laboratory buildings and research or manufacturing/warehouse buildings, the major tenants of which are primarily medical, pharmaceutical, biotech or other life sciences companies, or are otherwise affiliated with the life sciences industry.

     “Loan” means each advance made or to be made by the Lenders to Borrower as provided in Section 2.1, and each Alternate Base Rate Loan and LIBOR Rate Loan that is a continuation or conversion of such advances as determined pursuant to Article 2.

     “Loan Commitment” means $550,000,000. The respective Percentages of the Lenders with respect to the Loan Commitment are set forth in Schedule 1.1.

     “Loan Documents” means, collectively, this Agreement, the Notes, the Guaranties, the Security Documents and any other agreements of any type or nature hereafter executed and delivered by Borrower or Guarantors to the Administrative Agent or to any Lender in any way relating to or in furtherance of this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.

     “Loan Parties” means, collectively, as of any date, Borrower and the Guarantors.

     “Major Subcontractor” shall mean any subcontractor under a Major Subcontract.

     “Major Subcontracts” shall mean any subcontracts between the General Contractor and any subcontractors and material suppliers which provide for an aggregate contract price equal to or greater than $1,000,000.

     “Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X.

     “Material Adverse Effect” means (a) a material adverse change in the status of the business, results of operations or condition (financial or otherwise) of the Consolidated Group taken as a whole, and/or (b) any set of circumstances or events which (i) has had or would reasonably be expected to have a material adverse effect upon the Subject Property or the validity or enforceability of any Loan Document (other than as a result of any action or inaction of the Administrative Agent or any Lender), or (ii) has materially impaired or would reasonably be expected to materially impair the ability of the Loan Parties to perform the Obligations.

     “Maturity Date” means November 16, 2009, subject to extension up to November 16, 2010 upon satisfaction of the conditions set forth in Section 2.7.

     “Maximum Loan Amount” is defined in Section 2.1(a).

     “Monthly Payment Date” means the first day of each calendar month.

     “Moody’s” means Moody’s Investor Service, Inc. and its successors.

     “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA to which one or more members of the Consolidated Group or any of their ERISA Affiliates contribute or are obligated to contribute.

     “Negative Pledge” means a Contractual Obligation (other than the Loan Documents and the documents executed in connection with the Related Facilities) that contains a covenant binding on any owner of a Project that prohibits Liens on any of such owner’s Projects, other than any such covenant contained in a Contractual Obligation (other than the Loan Documents and the documents executed in connection with the Related Facilities) granting or relating to a particular Lien on a Project which prohibits further Liens on such Project and on the direct or indirect ownership interests in the entity owning such Project.

     “Net Income” means, with respect to any Person and with respect to any fiscal period, the net income of that Person for that period, determined in accordance with Generally Accepted Accounting Principles, consistently applied.

     “Net Rentable Area” means with respect to any Project, the floor area of any buildings, structures or improvements available for leasing to tenants (excluding storage lockers and parking spaces), as reasonably determined by the Administrative Agent, the manner of such

determination to be consistent for all Projects unless otherwise approved by the Administrative Agent.

     “Net Worth” means, as of any day, (a) Gross Asset Value as of such date, minus (b) Consolidated Outstanding Indebtedness as of such date.

     “New Tenant” means, with respect to any Income-Producing Project for any Fiscal Quarter, a tenant of such Project which first took occupancy of its premises at such Project and commenced paying rent at any time during the period from the second day of such Fiscal Quarter through and including the thirtieth (30^th) day after the end of such Fiscal Quarter.

     “NOI” means, with respect to any Project for any applicable Fiscal Quarter, the sum of (i) actual rental income for such Fiscal Quarter attributable to Continuing Tenants and New Tenants; (ii) with respect to any New Tenant, an imputed amount of net rental income for those days during such Fiscal Quarter during which such New Tenant was not in occupancy and paying rent based on the per diem net rental income being paid by such New Tenant as of the commencement of its obligation to pay rent on its lease; (iii) all actual expense reimbursements received from such tenants for such Fiscal Quarter; and (iv) all actual other income for such Fiscal Quarter less (A) actual operating expenses for such Fiscal Quarter (excluding from operating expenses, any allocation of general and administrative expenses related to the operations of the Consolidated Group and its Investment Affiliates), (B) actual management fees payable with respect to such Project for such Fiscal Quarter (which shall not be less than two percent (2%) of total revenues), (C) with respect to portions of the Subject Property which are not otherwise leased to investment grade tenants or guaranteed by a tenant’s investment grade guarantor (in each case, investment grade meaning a minimum BBB-/Baa3 rating) under Leases with terms in excess of ten (10) years, an economic vacancy factor equal to the greater of (x) five percent (5%) and (y) the actual vacancy of the given Project, and (D) any actual or imputed rental income for such Fiscal Quarter attributable to Excluded Tenants, provided, however, that in the case of any such Project owned by an Investment Affiliate, only the Consolidated Group Pro Rata Share of the foregoing amount attributable to such Project shall be included in “NOI”.

     “Non-Recourse Indebtedness” means Indebtedness for which the liability of the obligor thereunder (except with respect to fraud, Hazardous Materials Laws liability and other customary non-recourse “carve-out” exceptions) either is contractually limited to collateral securing such Indebtedness or is so limited by operation of Law.

     “Note” means any of the promissory notes made by Borrower to a Lender evidencing Advances made under that Lender’s Commitment, substantially in the form of Exhibits D-1, D-2, D-3, or D-4, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

     “Obligations” means all present and future obligations of every kind or nature of the Loan Parties at any time and from time to time owed to the Administrative Agent or the Lenders or any one or more of them, under any one or more of the Loan Documents, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including obligations of performance as well as obligations of payment, and including interest

that accrues after the commencement of any proceeding under any Debtor Relief Law by or against any member of the Consolidated Group.

     “Opening of the Loan” or “Loan Opening” shall mean the first disbursement of Loan proceeds, which was made on November 17, 2006.

     “Opinions of Counsel” means (i) the favorable written legal opinions of Latham & Watkins LLP, counsel to Borrower, Trust and Parent, in form and substance reasonably satisfactory to the Administrative Agent, plus (ii) the favorable written legal opinion of Brown Rudnick Berlack Israels LLP, special Massachusetts counsel to Borrower, Trust and Parent, in form and substance reasonably satisfactory to the Administrative Agent, and (iii) the favorable written legal opinion of Venable LLP, special Maryland counsel to Trust and Parent, in form and substance reasonably satisfactory to the Administrative Agent.

     “Original Mortgage Note” shall mean that certain Note of Borrower issued to KeyBank on the Closing Date in the face amount of $550,000,000.

     “Original Payment Guaranty” shall mean that certain Payment Guaranty dated as of the Closing Date made by Guarantors in favor of the Administrative Agent for the benefit of the Lenders.

     “Outstanding Loan Amount” means, as of any date, the aggregate of all Advances outstanding on such date.

     “Parent” means BioMed Realty, L.P., a Maryland limited partnership.

     “Parking Agreement” shall mean that certain Blackfan Research Center Turnkey Garage Agreement dated as of June 24, 2005 between Borrower’s predecessor-in-interest and BIDMC.

     “Parking Agreement Estoppel” shall have the meaning ascribed to such term in Section 6.1(v).

     “Party” means any Person other than the Administrative Agent and the Lenders, which now or hereafter is a party to any of the Loan Documents.

     “Payment Guaranty” shall have the meaning ascribed to such term in Section 2.6(d).

     “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereof established under ERISA.

     “Pension Plan” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, which is subject to Title IV of ERISA and with respect to the Consolidated Group is maintained by a member of the Consolidated Group or to which a member of the Consolidated Group contributes or has an obligation to contribute.

     “Percentage” means, with respect to each Lender, the percentage derived by dividing that Lender’s Commitment by the aggregate Loan Commitment, which shall initially be as set forth opposite the name of that Lender on Schedule 1.1, as such percentage may be increased or decreased pursuant to a Commitments Assignment and Acceptance executed in accordance with Section 11.8.

     “Permitted Business Activities” means the acquisition, development, renovation, ownership, leasing, sale and operation of Life Sciences Buildings (including Unstabilized Projects that will be used as Life Sciences Buildings following completion of development) plus free-standing parking garages that serve such Life Sciences Buildings, in the case of the 47 Erie Parking Garage in Cambridge, Massachusetts and any such parking garage that may be acquired as part of a future acquisition of Life Sciences Buildings, so long as Parent has obtained the prior written approval of the Administrative Agent to the inclusion of such garage, such approval not to be unreasonably withheld, conditioned or delayed.

     “Permitted Exceptions” shall mean those matters listed on Exhibit E hereto to which title to the Subject Property was subject at the Loan Opening and thereafter such other title exceptions as the Administrative Agent may thereafter have reasonably approved, or may hereafter reasonably approve, in writing.

     “Permitted Fund Manager” shall mean any Person that on the date of determination is (x) a Qualified Institutional Lender, other than by reason of clause (b)(iv) of the definition thereof, or (y) (i) nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate, (ii) investing through a fund with committed capital of at least $250,000,000 and (iii) not subject to a proceeding relating to the bankruptcy, insolvency, reorganization or relief of debtors.

     “Permitted Liens” is defined in Section 13.15.

     “Permitted Transfer” shall have the meaning ascribed to such term in Section 13.18 hereof.

     “Person” means any individual or entity, including a trustee, corporation, limited liability company, general partnership, limited partnership, joint stock company, trust, estate, unincorporated organization, business association, firm, joint venture, Governmental Agency, or other entity.

     “Plans and Specifications” shall mean those detailed plans and specifications referred to in Section 7.1(f), as modified from time to time in accordance with the terms hereof.

     “Post-Closing Escrow Agreement” shall mean that certain Escrow Instruction Agreement dated as of the Closing Date between Borrower, CLSB I, LLC and Escrow Agent.

     “Preferred Distributions” means, as of any date with respect to any Person, the Distributions due and payable to the holders of Preferred Equity in such Person for the most recent Fiscal Quarter for which financial results have been reported.

     “Preferred Equity” means, with respect to any Person, any form of preferred stock (whether perpetual, convertible or otherwise) or other ownership or beneficial interest in such Person that entitles the holders thereof to preferential payment or distribution priority with respect to dividends, assets or other payments over the holders of any other stock or other ownership or beneficial interest in such Person.

     “Prime Rate” means a rate per annum equal to the prime rate of interest publicly announced from time to time by KeyBank or its parent as its prime rate (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate, then the term “Prime Rate” as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent.

     “Project” means any parcel of real property located in the 48 states that comprise the continental United States of America or in the District of Columbia which is owned, leased or operated (in each case in whole or in part) by Trust, Parent, or any of its Subsidiaries or Investment Affiliates (including, without limitation, Borrower) and which is either (i) improved with completed Life Sciences Buildings or (ii) held for the development of Life Sciences Buildings, or (iii) a free-standing parking garage serving such Life Sciences Buildings in the case of the 47 Erie Parking Garage in Cambridge, Massachusetts, and any other parking garages acquired hereafter with the prior approval of the Administrative Agent, as provided above.

     “Project Costs” shall mean the aggregate cost to acquire and complete the Construction of the Subject Property, together with all associated soft costs and carrying costs through Stabilization, as established by the most recent Budget approved by the Administrative Agent.

     “Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

     “Purchase Money Borrower” shall mean Longwood Research Institute, Inc., a Massachusetts non-profit corporation.

     “Qualified Institutional Lender” shall mean any Initial Note A Holder, any Initial Note B Holder, and the following: