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:

          (a) an entity Controlled (as defined below) by, Controlling or under common Control with, any Initial Note A Holder or any Initial Note B Holder;

          (b) one or more of the following:

               (i) an insurance company, bank, savings and loan association, investment bank, trust company, commercial credit corporation, pension plan, pension fund, pension fund advisory firm, mutual fund, real estate investment trust, governmental entity or plan;

               (ii) an investment company, money management firm or a “ qualified institutional buyer ” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, which regularly engages in the business of making or owning investments of types similar to the Mortgage Loan or the Notes;

               (iii) a Qualified Trustee (or in the case of a CDO, a single purpose, bankruptcy-remote entity that contemporaneously pledges its interest in a Note to a Qualified Trustee) in connection with a securitization of, or the creation of collateralized debt obligations (“ CDO ”) secured by or financing through an “owner trust” of, one of the Notes (collectively, “ Securitization Vehicles ”), so long as (A) in the case of a Securitization Vehicle that is not a CDO, the special servicer or manager of such Securitization Vehicle has the Required Special Servicer Rating and such special servicer is required to service and administer such Note in accordance with servicing arrangements for the assets held by such Securitization Vehicle which require such special servicer to act in accordance with a servicing standard notwithstanding any contrary direction or instruction from any other persons, or (B) in the case of a Securitization Vehicle that is a CDO, the CDO Asset Manager and, if applicable, each Intervening Trust Vehicle that is not administered and managed by a CDO Asset Manager which is a Qualified Institutional Lender, is a Qualified Institutional Lender under clauses (b)(i), (ii) , (iv) or (c) of this definition;

               (iv) an investment fund, limited liability company, limited partnership or general partnership in which a Permitted Fund Manager which is investing through a fund with committed capital of at least $250,000,000, acts as the general partner, managing member, or the fund manager responsible for the day to day management and operation of such investment vehicle; provided that at least fifty percent (50%) of the equity interests in such investment vehicle are owned, directly or indirectly, by one (1) or more entities that are otherwise Qualified Institutional Lenders; or

               (v) an institution substantially similar to any of the foregoing;

that has, in the case of entities referred to in clauses (b)(i), (ii) or (v) of this definition or except as otherwise provided therein, in the case of entities referred to in clauses (iii) or (iv) of this definition, at least $250,000,000 in capital/statutory surplus or shareholders’ equity (except with respect to a pension advisory firm or similar fiduciary) and at least $600,000,000 in total assets (in name or under management), and is regularly engaged in the business of making or owning commercial real estate loans or commercial loans (or interests therein) similar to the Mortgage Loan; or

          (c) any entity Controlled (as defined below) by, or under common Control with, any of the entities described in clause (b) above.

     For purposes of this definition only, “ Control ” means the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power,

by contract or otherwise (“ Controlled ” and “ Controlling ” have the meanings correlative thereto).

     “ Qualified Trustee ” means (i) a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) an institution insured by the Federal Deposit Insurance Corporation or (iii) an institution whose long term senior unsecured debt is rated either of the top two rating categories of each of the Rating Agencies then in effect.

     “ Qualifying Trust Preferred Obligation ” means any Indebtedness of the Consolidated Group which (i) has an original maturity of not less than thirty (30) years, (ii) is non-amortizing and non-callable, (iii) provides for payment of interest only not more often than quarterly, (iv) imposes no financial covenants on the Consolidated Group, (v) provides for the subordination of such Indebtedness to repayment of the Obligations on such terms as are reasonably acceptable to the Administrative Agent; and (vi) when aggregated with any other such Indebtedness then outstanding does not exceed five percent (5%) of the then-current Gross Asset Value.

     “ Rating Agencies ” shall mean S & P, Moody’s and Fitch Inc. (“ Fitch ”).

     “ Regulation D ” means Regulation D, as at any time amended, of the Board of Governors of the Federal Reserve System, or any other regulation in substance substituted therefor.

     “ Regulations T, U and X ” means Regulations T, U and X, as at any time amended, of the Board of Governors of the Federal Reserve System, or any other regulations in substance substituted therefor.

     “ Related Facilities ” means the Unsecured Credit Agreement and the Secured Term Loan Agreement.

     “ Request for Loan ” means a written request for an Advance, either the initial funding thereof or any conversion or continuation thereof, substantially in the form of the Soft and Hard Cost Requisition attached hereto as Exhibit I , signed by a Senior Officer of Borrower, and properly completed to provide all information required to be included therein.

     “ Requirement of Law ” means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any Law, or judgment, award, decree, writ or determination of a Governmental Agency, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

     “ Requisite Lenders ” means, as of any date of determination, Lenders having in the aggregate Commitments equal to 66-2/3% of the Loan Commitment, or if the Loan Commitment has been terminated, Lenders holding Notes evidencing in the aggregate 66-2/3% or more of the Outstanding Loan Amount.

     “ Requisite Tranche B Lenders ” means, as of any date of determination, Tranche B Lenders having in the aggregate Commitments equal to 66-2/3 / ₃ % of the Loan Commitment attributable to Tranche B, or if the Loan Commitment has been terminated, Tranche B Lenders holding Tranche B Notes evidencing in the aggregate 66-2/3% or more of the Tranche B Loans then outstanding.

     “ Reserve Percentage ” means for any day with respect to a LIBOR Rate Loan, the maximum rate (expressed as a decimal) at which any lender subject thereto would be required to maintain reserves (including, without limitation, all base, supplemental, marginal and other reserves) under Regulation D against “Eurocurrency Liabilities” (as that term is used in Regulation D), if such liabilities were outstanding. The Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in the Reserve Percentage.

     “ Residual Interest ” shall mean, for any period, the amount, if any, by which (A) the aggregate amount of interest accruing hereunder with respect to such period on all LIBOR Rate Loans outstanding hereunder, calculated using the different Applicable Margins applicable to the various Tranches and without regard to any extra amounts accruing as a result of Default Interest being applicable, is less than (B) the aggregate amount of interest that would have accrued hereunder with respect to such period on all such outstanding LIBOR Rate Loans if the Applicable Margin with respect to all such outstanding LIBOR Rate Loans had been one and twenty-two and one half percent (1.225%) per annum.

     “ Responsible Official ” means (a) when used with reference to a Person other than an individual, any corporate officer of such Person, general partner or managing member of such Person, corporate officer of a corporate general partner or managing member of such Person, or corporate officer of a corporate general partner of a partnership that is a general partner of such Person or corporate managing member of a limited liability company that is a managing member of such Person, or any other responsible official thereof duly acting on behalf thereof, and (b) when used with reference to a Person who is an individual, such Person. The Administrative Agent and the Lenders shall be entitled to conclusively rely upon any document or certificate that is signed or executed by a Responsible Official of Parent or any of its Subsidiaries as having been authorized by all necessary corporate, partnership and/or other action on the part of Parent or such Subsidiary.

     “ S&P ” means Standard & Poor’s Rating Group or its successors.

     “ Secured Indebtedness ” means any Indebtedness of a Person that is secured by a Lien on a Project or on any ownership interests in any other Person or on any other assets, provided that the portion of such Indebtedness included in “Secured Indebtedness” shall not exceed the aggregate value of the assets securing such Indebtedness at the time such Indebtedness was incurred.

     “ Secured Term Loan Agreement ” means that certain Secured Term Loan Agreement dated May 31, 2005 by and among the Parent, KeyBank and certain other lenders identified therein, as amended by a First Amendment thereto dated as of June 28, 2006, and as it may be hereafter amended, restated or modified from time to time.

     “ Security Documents ” means that certain Mortgage, Security Agreement, Assignment of Rents and Fixture Filing executed by Borrower as of the Closing Date, that certain Assignment of Leases and Rents executed by Borrower as of the Closing Date, and that certain Collateral Assignment of Contracts, Permits and Construction Documents executed by Borrower as of the Closing Date, as each of such documents has been amended by that certain Amendment to Loan Documents dated as of the Agreement Effective Date and any further collateral assignments to the Administrative Agent for the benefit of the Lenders.

     “ Senior Officer ” means (a) the chief executive officer, (b) the chairman, (c) the chief financial officer or (d) the executive vice president, of any of the members of the Consolidated Group or of any of their corporate general partners or managing members, as applicable.

     “ Soil Report ” shall have the meaning ascribed to such term in Section 7.1(h) .

     “ Special LIBOR Circumstance ” means the application or adoption after the Closing Date of any Law or interpretation, or any change therein or thereof, or any change in the interpretation or administration thereof by any Governmental Agency, central bank or comparable authority charged with the interpretation or administration thereof, or compliance by any Lender or its LIBOR Lending Office with any request or directive (whether or not having the force of Law) of any such Governmental Agency, central bank or comparable authority.

     “ Stabilization ” means, as of any date with respect to any Project, that such Project either (i) has been substantially completed one (1) year or more prior to such date or (ii) has, as of such date, tenants in occupancy of eighty-five percent (85%) or more of the Net Rentable Area thereof, each of which is either paying rent or is obligated to begin paying rent not later than ninety (90) days after the commencement date of such tenant’s lease.

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

     “ Stabilized Adjusted NOI ” means, as of any date, the projected Adjusted NOI of the Subject Property for the first year after the date it is projected to achieve Stabilization, using projected Adjusted NOI based on the most recent Appraisal, as adjusted by the Administrative Agent to conform to the definition of “Adjusted NOI” contained herein.

     “ Subject Property ” means the collective reference to (i) the Land as more fully described on Exhibit A attached hereto and made a part hereof, 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 of the Borrower required or beneficial for the operation thereof.

     “ Subsidiary ” means, as of any date of determination and with respect to any Person, (a) any corporation, limited liability company, partnership or other Person (whether or not, in any case, characterized as such or as a joint venture), whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which a majority of the securities

having ordinary voting power for the election of directors or other governing body (other than securities having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person and/or one or more Subsidiaries of such Person, or (ii) in the case of a partnership or limited liability company, of which a majority of the partnership, membership or other ownership interests are at the time beneficially owned by such Person and/or one or more of its Subsidiaries; and (b) any other Person the accounts of which are consolidated with the accounts of the designated parent.

     “ Substantial Completion ” shall be defined as Lien-free completion (subject to Permitted Liens) of the Construction of the Improvements on the Subject Property (including all Tenant Work and tenant improvement allowances) in accordance with the Plans and Specifications (but excluding punch-list items and Tenant Work or tenant improvement allowances on unleased portions of the Subject Property on the date of such completion) and the receipt of temporary certificates of occupancy for the Subject Property including all spaces then leased to Tenants under Leases.

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

     “ Sun Campus Project ” means that certain Project located in Newark, California consisting of ten (10) buildings comprising a total of approximately 1,400,000 square feet of primarily office space, plus additional land which can support the future development of another 400,000 square feet of space being purchased by Parent from Sun Microsystems, Inc. and leased back by Sun Microsystems, Inc. under short-term leases. An agreed allocation of Parent’s aggregate acquisition costs among such buildings is attached to the Unsecured Credit Agreement as Exhibit H.

     “ Tenant ” shall mean any tenant under a Lease.

     “ Tenant Work ” shall mean the work that Borrower is obligated to perform pursuant to Leases for individual Tenants in their respective leased premises in the Improvements.

     “ Title Insurer ” shall mean Stewart Title Guaranty Company, or such other title insurance company as may be reasonably approved in writing by the Administrative Agent.

     “ Title Policy ” shall have the meaning ascribed to such term in Section 6.1(g) .

     “ to the best knowledge of ” means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

     “ Tranche ” shall mean any of Tranche A, Tranche B-1, Tranche B-2 and Tranche C.

     “ Tranche A ” shall mean that portion of the Commitments and the Facility comprised in the aggregate of $275,000,000 of Loans, all of which was previously advanced to Borrower by KeyBank and is outstanding on the Agreement Effective Date, as assigned on the Agreement Effective Date to those Lenders identified on Schedule 1.1 as Tranche A Lenders and now evidenced by the Tranche A Notes.

     “ Tranche A Lenders ” shall mean, as of any date, the Lenders then holding the Tranche A Notes.

     “ Tranche A Loans ” shall mean those Loans outstanding from time to time under the Tranche A Notes.

     “ Tranche A Notes ” shall mean Notes evidencing Tranche A, each in the form of Exhibit D-1 attached hereto executed by Borrower and issued on the Agreement Effective Date in exchange, along with the other Notes, for the Original Mortgage Note, as the same may from time to time be supplemented, modified, amended, renewed, extended or supplemented.

     “ Tranche B Lenders ” shall mean, collectively, as of any date, the then-current Tranche B-1 Lenders and Tranche B-2 Lenders.

     “ Tranche B Loans ” shall mean those Loans outstanding under the Tranche B-1 Notes or the Tranche B-2 Notes.

     “ Tranche B Commitment Percentage ” shall mean, as of any date, with respect to any Tranche B Lender, that percentage determined by dividing such Tranche B Lender’s Commitment by $274,500,000.

     “ Tranche B-1 ” shall mean the portion of the Commitments and the Facility comprised in the aggregate of $165,000,000 in Commitments, a portion of which was previously advanced to Borrower by KeyBank and is outstanding on the Agreement Effective Date as shown on Schedule 1.1 , as assigned on the Agreement Effective Date to those Lenders identified on Schedule 1.1 as Tranche B-1 Lenders and now evidenced by the Tranche B-1 Notes.

     “ Tranche B-1 Lenders ” shall mean, as of any date, the Lenders under Tranche B-1 holding the Tranche B-1 Notes.

     “ Tranche B-1 Notes ” shall mean Notes evidencing Tranche B-1 in the form of Exhibit D-2 attached hereto executed by Borrower and issued on the Agreement Effective Date in exchange, along with the other Notes, for the Original Mortgage Note, as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

     “ Tranche B-2 ” shall mean the portion of the Commitments and the Facility comprised in the aggregate of $109,500,000 in Commitments, a portion of which was previously advanced to Borrower by KeyBank and is outstanding on the Agreement Effective Date, as shown on

Schedule 1.1 , as assigned on the Agreement Effective Date to those Lenders identified on Schedule 1.1 as Tranche B-2 Lenders and now evidenced by the Tranche B-2 Notes.

     “ Tranche B-2 Lenders ” shall mean, as of any date, the Lenders under Tranche B-2 holding the Tranche B-2 Notes.

     “ Tranche B-2 Notes ” shall mean Notes evidencing Tranche B-2, each in the form of Exhibit D-3 attached hereto executed by Borrower and issued on the Agreement Effective Date in exchange, along with the other Notes, for the Original Mortgage Note, as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

     “ Tranche C ” shall mean the portion of the Commitments and the Facility comprised in the aggregate of $500,000 in Commitments, all of which was previously advanced to Borrower by KeyBank and is outstanding on the Agreement Effective Date, as assigned on the Agreement Effective Date to the Tranche C Lender and now evidenced by the Tranche C Note.

     “ Tranche C Lenders ” shall mean, as of any date, the Lenders under Tranche C holding the Tranche C Notes.

     “ Tranche C Notes ” shall mean the Note evidencing Tranche C, in the form of Exhibit D-4 attached hereto executed by Borrower and issued on the Agreement Effective Date in exchange, along with the other Notes, for the Original Mortgage Note, as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

     “ Trust ” means BioMed Realty Trust, Inc., a Maryland corporation.

     “ type ”, when used with respect to any Loan or Advance, means the designation of whether such Loan or Advance is an Alternate Base Rate Loan or Advance or a LIBOR Rate Loan or Advance.

     “ Unavoidable Delay ” shall mean any event that would constitute a force majeure event under the General Contract and those Leases in existence as of the date hereof.

     “ Unsecured Credit Agreement ” means that certain First Amended and Restated Unsecured Credit Agreement dated as of June 28, 2006 by and among the Parent, KeyBank and certain other lenders identified therein, as it may be amended, restated or modified from time to time.

     “ Unstabilized Project ” means, as of any date, a Project that either is currently under construction or has been recently completed (as to its initial construction) but has not yet reached Stabilization. Once a Project has reached Stabilization, whether by passage of time or leasing and occupancy, it shall not thereafter qualify as an Unstabilized Project.

     “ Wholly-Owned Subsidiary ” means, with respect to any Person, a Subsidiary of such Person, 100% of the capital stock or other equity interest of which is owned, directly or indirectly, by such Person.

     1.2 Use of Defined Terms . Any defined term used in the plural shall refer to all members of the relevant class, and any defined term used in the singular shall refer to any one or more of the members of the relevant class.

     1.3 Accounting Terms . All accounting terms not specifically defined in this Agreement shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, Generally Accepted Accounting Principles applied on a consistent basis, except as otherwise specifically prescribed herein. In the event that Generally Accepted Accounting Principles change during the term of this Agreement such that the covenants contained in Sections 13.5 through 13.9 , inclusive, would then be calculated in a different manner or with different components, (a) Borrower and the Lenders agree to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating Borrower’s financial condition to substantially the same criteria as were effective prior to such change in Generally Accepted Accounting Principles and (b) Borrower shall be deemed to be in compliance with the covenants contained in the aforesaid Sections if and to the extent that Borrower would have been in compliance therewith under Generally Accepted Accounting Principles as in effect immediately prior to such change, but shall have the obligation to deliver each of the materials described in Article 15 to the Administrative Agent and the Lenders, on the dates therein specified, with financial data presented in a manner which conforms with Generally Accepted Accounting Principles as in effect immediately prior to such change.

     1.4 Exhibits and Schedules . All Exhibits and Schedules to this Agreement, either as originally existing or as the same may from time to time be supplemented, modified or amended, are incorporated herein by this reference. A matter disclosed on any Schedule shall be deemed disclosed on all Schedules.

     1.5 Miscellaneous Terms . The term “or” is disjunctive; the term “and” is conjunctive. The term “shall” is mandatory; the term “may” is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term “including” is by way of example and not limitation.

ARTICLE 2

LOANS

     2.1 Agreement to Borrow and Lend; Lender’s Obligation to Disburse . Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lenders and Lenders agree to lend to Borrower Loans not exceeding in the aggregate the Maximum Loan Amount (as defined below), for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. Tranche A and Tranche C have each been fully funded prior to the Agreement Effective Date and the Tranche A Lenders and Tranche C Lenders shall have no further obligation to fund Loans hereunder. The Tranche B-1 Lenders and the Tranche B-2 Lenders shall be solely responsible for all Loans to be funded under this Agreement from and after the Agreement Effective Date, and all references to the “Lenders” with respect to the remaining unfunded Commitments shall be deemed references

to the Tranche B-1 Lenders and the Tranche B-2 Lenders. Each Tranche B-1 Lender and each Tranche B-2 Lender, severally (and not jointly and severally), agrees to fund its Tranche B Commitment Percentage of each such Loan up to the amount of its Commitment.

          (a) The maximum aggregate amount of all Loans to be made hereunder (the “ Maximum Loan Amount ”) shall be the lowest of: (i) the Loan Commitment, (ii) seventy-five percent (75%) of the projected stabilized value of the Subject Property based on the initial or any subsequently prepared Appraisal of the Subject Property approved by the Administrative Agent, (iii) eighty percent (80%) of the total Project Costs as established by the most recent Budget approved by the Administrative Agent; and (iv) the Maximum Loan Amount that will produce a Stabilized Subject Property DSCR of 1.20 to 1.0.

          (b) KeyBank has, upon Borrower’s compliance with, or KeyBank’s waiver of, all conditions precedent to the Loan Opening, opened the Loan to pay a portion of the costs incurred by Borrower in connection with the acquisition and development of the Subject Property and the construction of the Improvements, to the extent provided for in the Budget.

          (c) Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Articles 7 , 10 and 11 by the 25 ^th day of each calendar month provided that Borrower has submitted a Request for Loan no later than the 15 ^th day of such calendar month, and Borrower has otherwise complied with all conditions precedent to each disbursement, 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 Articles 6 , 7 , 10 and 11 ; and (iii) no Event of Default exists hereunder.

          (d) To the extent that the Lenders 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 Lenders, and Lenders may at any time after such acquiescence require Borrower to comply with all such requirements.

          (e) The obligation of each Tranche B Lender to make Advances in accordance with its Commitment is several, and not joint and several; and no Tranche B Lender shall be obligated to advance more than its Tranche B Commitment Percentage of any Loan funded after the Agreement Effective Date, or have outstanding under its Note in the aggregate more than its Percentage of the Maximum Loan Amount, notwithstanding the default of any other Lender.

          (f) Each Loan shall be made pursuant to a Request for Loan which shall specify the requested (i) date of such Loan (which must be a Banking Day), (ii) type of Loan, (iii) amount of such Loan, (iv) wiring instructions for such Loan, and (v) in the case of a LIBOR Rate Loan, the LIBOR Period for such Loan.

          (g) Promptly following receipt of a Request for Loan, the Administrative Agent shall (by the end of business on the same day that the request was received) notify each Tranche B Lender of the date and type of the Loan, the applicable LIBOR Period, and that Lender’s Tranche B Commitment Percentage of the Loan. Not later than 1:00 p.m., Cleveland

time, on the date specified for any Loan (which must be a Banking Day), each Tranche B Lender shall make its Tranche B Commitment Percentage of the Loan in immediately available funds available to the Administrative Agent at the Administrative Agent’s Office. Upon satisfaction or waiver of the applicable conditions set forth in Articles 6, 7, 10 and 11 , such Loan shall be wire transferred on that date in immediately available funds to the account or accounts designated in the wiring instructions included in such Request for Loan. Following each such Loan disbursement, the Administrative Agent shall, upon request from any Lender, forward to such Lender the Borrower’s Request for Loan, together with any inspections completed by Lender’s Consultant, the date down endorsement, the Borrower’s Certificate, the completed Soft and Hard Cost Requisition Form, and the pay applications (prepared using AIA Form G702 and G703) certified by Borrower.

          (h) Unless the Requisite Lenders otherwise consent, each LIBOR Rate Loan shall be not less than $1,000,000.

          (i) The Advances made by each Lender under its Commitment shall be evidenced by that Lender’s Note.

          (j) If no Request for Loan has been made within the requisite notice periods set forth in Section 2.2 or 2.3 prior to the end of the LIBOR Period for any LIBOR Rate Loan, then on the last day of such LIBOR Period, such LIBOR Rate Loan shall be automatically converted into an Alternate Base Rate Loan in the same amount.

     2.2 Alternate Base Rate Loans . Each request by Borrower for an Alternate Base Rate Loan shall be made pursuant to a Request for Loan received by the Administrative Agent, at the Administrative Agent’s Office, not later than 1:00 p.m., Cleveland time, on the Banking Day immediately prior to the date of the requested Alternate Base Rate Loan. All Loans shall constitute Alternate Base Rate Loans unless properly designated as a LIBOR Rate Loan pursuant to Section 2.3 .

     2.3 LIBOR Rate Loans .

          (a) Each request by Borrower for a LIBOR Rate Loan shall be made pursuant to a Request for Loan received by the Administrative Agent, at the Administrative Agent’s Office, not later than 1:00 p.m., Cleveland time, at least three (3) Banking Days before the first day of the applicable LIBOR Period.

          (b) On the date which is two (2) Banking Days before the first day of the applicable LIBOR Period, the Administrative Agent shall confirm its determination of the applicable LIBOR Rate (which determination shall be conclusive in the absence of manifest error) and promptly shall give notice of the same to Borrower and the Lenders.

          (c) Unless the Administrative Agent and the Requisite Lenders otherwise consent, there shall be no more than ten (10) LIBOR Periods in effect at any one time.

          (d) No LIBOR Rate Loan may be requested or continued during the continuation of a Default or Event of Default.

          (e) Nothing contained herein shall require any Lender to fund any LIBOR Rate Advance in the London interbank market.

     2.4 Administrative Agent’s Right to Assume Funds Available for Loans . Unless the Administrative Agent shall have been notified by any Lender no later than 1:00 p.m., Cleveland time on the Banking Day of the proposed funding by the Administrative Agent of any Loan that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of the total amount of such Loan, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of the Loan and the Administrative Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If the Administrative Agent has made funds available to Borrower based on such assumption and such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender plus an administrative fee of $200. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent promptly shall notify Borrower and Borrower shall pay such corresponding amount (but not the administrative fee) to the Administrative Agent. The Administrative Agent also shall be entitled to recover from such Lender or Borrower interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) from such Lender, the daily Federal Funds Effective Rate or (ii) from Borrower, at the applicable rate for such Loan. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or Borrower may have against any Lender as a result of any default by such Lender hereunder.

     2.5 Original Loan Documents . Borrower, on or before the Closing Date, executed and delivered or caused to be executed and delivered, to the Administrative Agent the following documents in form and substance acceptable to the Administrative Agent:

          (a) The Original Agreement executed by Borrower.

          (b) The Original Mortgage Note executed by Borrower.

          (c) A mortgage, assignment of leases and rents, security agreement and fixture filing (the “ Mortgage ”), executed by Borrower in favor of the Administrative Agent for the benefit of 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 Subject Property, subject only to the Permitted Exceptions.

          (d) An assignment of leases and rents made by Borrower in favor of Agent for the benefit of the Lenders assigning all leases, subleases and other agreements relating to the use

and occupancy of all or any portion of the Subject Property, and all present and future leases, rents, issues and profits therefrom.

          (e) A guaranty of completion (“ Completion Guaranty ”), executed by each Guarantor.

          (f) The Original Payment Guaranty executed by each Guarantor.

          (g) An environmental indemnity (“ Indemnity ”) from the Borrower and Guarantors.

          (h) An assignment of construction documents (the “ Assignment of Construction Documents ”) executed by Borrower in favor of the Administrative Agent for the benefit of the Lenders, together with consents to the assignment and continuation agreements from the General Contractor and the Architect in the forms attached to the Assignment of Construction Documents.

          (i) A collateral assignment of each of the General Contractor L/C, the BIDMC Lease L/C, the CBR Institute L/C, and the Children’s Hospital L/C.

          (j) A collateral assignment of the Post-Closing Escrow Agreement, executed by Borrower in favor of Administrative Agent for the benefit of the Lenders.

          (k) UCC financing statements to perfect or notify third parties of the security interests intended to be created by the Loan Documents.

     2.6 Supplemental Loan Documents . Borrower agrees that it will, on or before the Agreement Effective Date, execute and deliver, or cause to be executed and delivered to the Administrative Agent the following documents in form and substance acceptable to the Administrative Agent:

          (a) This Agreement executed by Borrower;

          (b) The Tranche A Notes, the Tranche B-1 Notes, the Tranche B-2 Notes and the Tranche C Note, executed by Borrower and dated as of the Agreement Effective Date;

          (c) An amendment to the Mortgage and all other Loan Documents (excluding this Agreement and the Payment Guaranty) in recordable form executed by Borrower and dated as of the Agreement Effective Date, which shall include a consent and reaffirmation of the Completion Guaranty and Indemnity by the Guarantors and shall be delivered and recorded by the Escrow Agent on the Agreement Effective Date (the “ Amendment to Loan Documents ”); and

          (d) An Amended and Restated Payment Guaranty dated as of the Agreement Effective Date, executed by the Guarantors (the “ Payment Guaranty ”).

     2.7 Extension of Maturity Date . The Borrower shall have one (1) option to extend the Maturity Date, for a period of twelve (12) months ending on the Extended Maturity Date (the “ Extension Option ”), upon satisfaction of the following conditions precedent:

     (a) As of the date of Borrower’s delivery of notice of its intent to exercise the Extension Option, and as of the then-current Maturity Date, no Default or Event of Default shall have occurred and be continuing and Borrower shall so certify in writing;

     (b) Borrower shall provide Administrative Agent with written notice of the Borrower’s intent to exercise the Extension Option not less than ninety (90) days prior to the Maturity Date;

     (c) Final Completion shall have occurred;

     (d) As of the date of Borrower’s delivery of notice of its intent to exercise the Extension Option and as of the then-current Maturity Date, the Actual Subject Property DSCR is not less than 1.20 to 1.0, or if the Actual Subject Property DSCR is less than 1.20 to 1.0, prior to the first day of such extension Borrower shall have made sufficient repayments of the Loans so that the Outstanding Loan Amount as of the first day of such extension period shall result in an Actual Subject Property DSCR of not less than 1.20 to 1.0; and

     (e) On the then-current Maturity Date Administrative Agent is paid a fee for the ratable benefit of the then-current Lenders equal to fifteen one-hundredths of one percent (0.15%) of the then-current Outstanding Loan Amount (the “ Extension Fee ”).

ARTICLE 3

PAYMENTS AND FEES

     3.1 Principal and Interest .

          (a) Interest shall be payable on the outstanding daily unpaid principal amount of each Advance from the date thereof until payment in full is made and shall accrue and be payable at the rates set forth or provided for herein before and after Default, before and after maturity, before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, with interest on overdue interest at the Default Rate in each case to the fullest extent permitted by applicable Laws.

          (b) Interest accrued on each Alternate Base Rate Loan shall be due and payable in arrears on each Monthly Payment Date and at maturity, whether by acceleration or otherwise. Except as otherwise provided in Section 3.6 , the unpaid principal amount of any Alternate Base Rate Loan shall bear interest at a fluctuating rate per annum equal to the Alternate Base Rate. Each change in the interest rate under this Section 3.1(b) due to a change in the Alternate Base Rate shall take effect simultaneously with the corresponding change in the Alternate Base Rate.

          (c) Interest accrued on each LIBOR Rate Loan shall be due and payable in arrears on each Monthly Payment Date and at maturity, whether by acceleration or otherwise. Except as otherwise provided in Section 3.6 , the unpaid principal amount of any LIBOR Rate Loan shall bear interest at a rate per annum equal to the LIBOR Rate for the applicable LIBOR Period.

          (d) Any Residual Interest accrued hereunder shall be due and payable in arrears on each Monthly Payment Date and at maturity, whether by acceleration or otherwise.

          (e) If not sooner paid, the outstanding principal balance of the Notes shall be due and payable in full on the Maturity Date, as it may be extended in accordance with Section 2.7 , or such earlier date as such amounts may otherwise become due pursuant to the express terms hereof.

          (f) The Notes may, at any time and from time to time, voluntarily be paid or prepaid in whole or in part without premium or penalty, except that with respect to any voluntary prepayment under this Section, (i) any partial prepayment shall be not less than $1,000,000, (ii) the Administrative Agent shall have received written notice of any prepayment by noon, Cleveland time on the date of prepayment (which must be a Banking Day) in the case of an Alternate Base Rate Loan, and, in the case of a LIBOR Rate Loan, three (3) Banking Days before the date of prepayment, which notice shall identify the date and amount of the prepayment and the Loan(s) being prepaid, (iii) any payment or prepayment of all or any part of any LIBOR Rate Loan on a day other than the last day of the applicable LIBOR Period shall be subject to Section 3.5(d) and (iv) upon any partial prepayment of a LIBOR Rate Loan that reduces it below $1,000,000, the remaining portion thereof shall automatically convert to an Alternate Base Rate Loan.

     3.2 [ Intentionally Omitted ].

     3.3 [ Intentionally Omitted ].

     3.4 Increased Commitment Costs . If any Lender shall determine in good faith that the introduction after the Closing Date of any applicable Law or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender (or its LIBOR Lending Office) or any corporation controlling such Lender, with any request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such central bank or other authority not imposed as a result of such Lender’s or such corporation’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy and such Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within ten (10) Banking Days after demand of such Lender, Borrower shall pay to such Lender, from time to time as specified in good faith by such Lender, additional amounts sufficient to compensate

such Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand. Each Lender’s determination of such amounts shall be conclusive in the absence of manifest error.

     3.5 LIBOR Costs and Related Matters .

          (a) If, after the date hereof, the existence or occurrence of any Special LIBOR Circumstance:

               (i) shall subject any Lender or its LIBOR Lending Office to any tax, duty or other charge or cost with respect to any LIBOR Rate Advance, any of its Notes evidencing LIBOR Rate Loans or its obligation to make LIBOR Rate Advances, or shall change the basis of taxation of payments to any Lender attributable to the principal of or interest on any LIBOR Rate Advance or any other amounts due under this Agreement in respect of any LIBOR Rate Advance, any of its Notes evidencing LIBOR Rate Advances or its obligation to make LIBOR Rate Advances, excluding (i) taxes imposed on or measured in whole or in part by its overall net income (including taxes on gross income imposed in lieu of net income, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which it is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which it is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which it has failed, for any reason, to provide Borrower with the appropriate form or forms required by Section 18.21 , to the extent such forms are then required by applicable Laws to establish a complete exemption;

               (ii) shall impose, modify or deem applicable any reserve not applicable or deemed applicable on the date hereof (including any reserve imposed by the Board of Governors of the Federal Reserve System, special deposit, capital or similar requirements against assets of, deposits with or for the account of, or credit extended by, any Lender or its LIBOR Lending Office); or

               (iii) shall impose on any Lender or its LIBOR Lending Office or the London interbank market any other condition affecting any LIBOR Rate Advance, any of its Notes evidencing LIBOR Rate Advances, its obligation to make LIBOR Rate Advances or this Agreement, or shall otherwise affect any of the same;

and the result of any of the foregoing, as determined in good faith by such Lender, increases the cost to such Lender or its LIBOR Lending Office of making or maintaining any LIBOR Rate Advance or in respect of any LIBOR Rate Advance, any of its Notes evidencing LIBOR Rate Loans or its obligation to make LIBOR Rate Advances or reduces the amount of any sum received or receivable by such Lender or its LIBOR Lending Office with respect to any LIBOR Rate Advance, any of its Notes evidencing LIBOR Rate Advances or its obligation to make LIBOR Rate Advances, then, within five (5) Banking Days after demand by such Lender (with a

copy to the Administrative Agent), Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction (determined as though such Lender’s LIBOR Lending Office had funded 100% of its LIBOR Rate Advance in the London interbank market), provided, that with respect to any additional amount arising as a result of the occurrence of an event described in clause (i) above, Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand. A statement of any Lender claiming compensation under this subsection shall be conclusive in the absence of manifest error.

          (b) If, after the date hereof, the existence or occurrence of any Special LIBOR Circumstance shall, in the good faith opinion of any Lender, make it unlawful or impossible for such Lender or its LIBOR Lending Office to make, maintain or fund its portion of any LIBOR Rate Loan, or materially restrict the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, or to determine or charge interest rates based upon the LIBOR Rate, and such Lender shall so notify the Administrative Agent, then such Lender’s obligation to make LIBOR Rate Advances shall be suspended for the duration of such illegality or impossibility and the Administrative Agent forthwith shall give notice thereof to the other Lenders and Borrower. Upon receipt of such notice, the outstanding principal amount of such Lender’s LIBOR Rate Advances, together with accrued interest thereon, automatically shall be converted to Alternate Base Rate Advances on either (1) the last day of the LIBOR Period(s) applicable to such LIBOR Rate Advances if such Lender may lawfully continue to maintain and fund such LIBOR Rate Advances to such day(s) or (2) immediately if such Lender may not lawfully continue to fund and maintain such LIBOR Rate Advances to such day(s), provided that in such event the conversion shall not be subject to payment of a Breakage Fee under Section 3.5(d) . Each Lender agrees to endeavor promptly to notify Borrower of any event of which it has actual knowledge, occurring after the Closing Date, which will cause that Lender to notify the Administrative Agent under this Section, and agrees to designate a different LIBOR Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. In the event that any Lender is unable, for the reasons set forth above (or those set forth in clause (c) below), to make, maintain or fund its portion of any LIBOR Rate Loan, such Lender shall fund such amount as an Alternate Base Rate Advance for the same period of time, and such amount shall be treated in all respects as an Alternate Base Rate Advance. Any Lender whose obligation to make LIBOR Rate Advances has been suspended under this Section shall promptly notify the Administrative Agent and Borrower of the cessation of the Special LIBOR Circumstance which gave rise to such suspension.

          (c) If, with respect to any proposed LIBOR Rate Loan:

               (i) the Administrative Agent reasonably determines that, by reason of circumstances affecting the London interbank market generally that are beyond the reasonable control of the Lenders, deposits in Dollars (in the applicable amounts) are not being offered to any Lender in the London interbank market for the applicable LIBOR Period; or

               (ii) the Requisite Lenders advise the Administrative Agent that the LIBOR Rate as determined by the Administrative Agent (i) does not represent the effective pricing to such Lenders for deposits in Dollars in the London interbank market in the relevant amount for the applicable LIBOR Period, or (ii) will not adequately and fairly reflect the cost to such Lenders of making the applicable LIBOR Rate Advances;

then the Administrative Agent forthwith shall give notice thereof to Borrower and the Lenders, whereupon until the Administrative Agent notifies Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of the Lenders to make any future LIBOR Rate Advances shall be suspended.

          (d) Except for a failure caused by any Lender’s default, Borrower shall indemnify the Lenders against any loss or expense that the Lenders may sustain or incur (including, without limitation, any loss or expense sustained or incurred in obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any LIBOR Rate Loans) as a consequence of (i) any failure of Borrower to make any payment when due of any amount due hereunder, (ii) any failure of Borrower to borrow, continue or convert a LIBOR Rate Loan on a date specified therefor in a notice thereof, (iii) any failure to fulfill on the scheduled commencement date of any LIBOR Period hereunder the applicable conditions set forth herein as prerequisites to an Advance that is to be a LIBOR Rate Loan or to the election of a LIBOR Rate, (iv) any failure to borrow hereunder after a request for a LIBOR Rate Loan has been given, (v) any payment or prepayment permitted or mandated hereunder of a LIBOR Rate Loan on a date other than the last day of the relevant LIBOR Period, including without limitation upon acceleration following an Event of Default, or (vi) the occurrence of any Event of Default, including but not limited to any loss or expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain a LIBOR Rate Loan. Without limiting the foregoing, such loss or expense shall conclusively be deemed to include a “Breakage Fee” (as defined below). The term “Breakage Fee” shall mean that sum equal to the greater of $200 or the financial loss incurred by the Lenders resulting from prepayment or failure to borrow, calculated by the Administrative Agent as the difference between the amount of interest the Lenders would have earned (from like investments in the Money Markets (as hereinafter defined) as of the first day of the applicable LIBOR Period) had prepayment or failure to borrow not occurred and the interest the Lenders would actually earn (from like investments in the Money Markets as of the date of prepayment or failure to borrow) as a result of the redeployment of funds from the prepayment or failure to borrow. Borrower agrees that the Breakage Fee shall not be discounted to its present value. Any voluntary prepayment of a LIBOR Rate Loan shall be in an amount equal to the remaining entire principal balance of such LIBOR Rate Loan. The term “Money Markets” refers to one or more wholesale funding markets available to Lenders, including negotiable certificates of deposit, commercial paper, Eurodollar deposits, bank notes, federal funds and others. The Administrative Agent shall provide to Borrower a statement, signed by an officer of the Administrative Agent, explaining any such loss or expense and setting forth the computation of the Breakage Fee pursuant to the preceding provisions which, in the absence of manifest error, shall be conclusive and binding on Borrower.

          (e) Each Lender agrees to endeavor promptly to notify Borrower of any event of which it has actual knowledge, occurring after the Closing Date, which will entitle such Lender to compensation pursuant to this Section 3.5 , and agrees to designate a different LIBOR Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. Any request for compensation by a Lender under this Section 3.5 shall set forth the basis upon which it has been determined that such an amount is due from Borrower, a calculation of the amount due, and a certification that the corresponding costs have been incurred by the Lender.

     3.6 Late Payments . If any installment of principal or interest or any fee or cost or other amount payable under any Loan Document to the Administrative Agent or any Lender is not paid when due, it shall thereafter bear interest at a fluctuating interest rate per annum (the “ Default Rate ”) at all times equal to (i) in the case of interest or principal, the sum of the rate otherwise applicable to the Loans, plus 3% and (ii) in the case of any other amount, the sum of the Alternate Base Rate plus 3%, to the fullest extent permitted by applicable Laws. Accrued and unpaid interest on past due amounts (including, without limitation, interest on past due interest) shall be compounded monthly, on the last day of each calendar month, to the fullest extent permitted by applicable Laws, and shall be payable upon demand. In addition, Borrower shall pay, upon demand, a late charge equal to five percent (5%) of any amount of interest and/or principal payable on the Loans or any other amounts payable hereunder or under the other Loan Documents which is not paid within ten (10) days of the date when due.

     3.7 Computation of Interest and Fees . Computation of interest and fees under this Agreement shall be calculated on the basis of a year of 360 days and the actual number of days elapsed, except that interest at the Alternate Base Rate shall be calculated on the basis of a 365 or 366 day year, as applicable. Interest shall accrue on each Loan for the day on which the Loan is made; interest shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid. Any Loan that is repaid on the same day on which it is made shall bear interest for one day. Notwithstanding anything in this Agreement to the contrary, interest in excess of the maximum amount permitted by applicable Laws shall not accrue or be payable hereunder or under the Notes, and any amount paid as interest hereunder or under the Notes which would otherwise be in excess of such maximum permitted amount shall instead be treated as a payment of principal.

     3.8 Non Banking Days . If any payment to be made by Borrower or any other Party under any Loan Document shall come due on a day other than a Banking Day, payment shall instead be considered due on the next succeeding Banking Day, unless, in the case of a payment relating to a LIBOR Rate Loan, such next succeeding Banking Day is in the next calendar month, in which case such payment shall be made on the next preceding Banking Day, but the extension of time shall not be reflected in computing interest and fees.

     3.9 Manner and Treatment of Payments .

          (a) Each payment hereunder (except payments pursuant to Sections 3.4 , 3.5 , 18.3 , 18.11 and 18.22 ) or on the Notes or under any other Loan Document shall be made to the

Administrative Agent at the Administrative Agent’s Office for the account of the Lenders or the Administrative Agent, as the case may be, in immediately available funds not later than 2:00 p.m., Cleveland time, on the day of payment (which must be a Banking Day). All payments received after such time, on any Banking Day, shall be deemed received on the next succeeding Banking Day. The amount of all payments received by the Administrative Agent for the account of the Lenders shall be paid in immediately available funds by the Administrative Agent to the Lenders entitled to receive such amounts in accordance with the Co-Lender Agreement. If any payment is received by the Administrative Agent by 2:00 p.m., Cleveland time, on a Banking Day and not so made available to the account of a Lender on that Banking Day, the Administrative Agent shall reimburse that Lender for the cost to such Lender of not receiving the amount of such payment as provided in the Co-Lender Agreement. All payments shall be made in Dollars.

          (b) Each payment or prepayment to a Lender shall be applied first to Alternate Base Rate Loans held by such Lender and then to LIBOR Rate Loans held by such Lender. Each payment or prepayment on account of any such Alternate Base Rate Loan or LIBOR Rate Loan to Lenders holding Loans in such Tranche shall be applied pro rata according to the outstanding Advances made by each of such Lenders within a Tranche.

          (c) Each Lender shall keep a record (in writing or by an electronic data entry system) of Advances made by it and payments received by it with respect to each of its Notes and, subject to Section 17.6(g) , such record shall, as against Borrower, be presumptive evidence of the amounts owing, absent manifest error. Notwithstanding the foregoing sentence, the failure by any Lender to keep such a record shall not affect Borrower’s obligation to pay the Obligations.

          (d) Each payment of any amount payable by Borrower or any other Party under this Agreement or any other Loan Document shall be made without setoff or counterclaim and free and clear of, and without reduction by reason of, any taxes, assessments or other charges imposed by any Governmental Agency, central bank or comparable authority, excluding (i) taxes imposed on or measured in whole or in part by any Lender’s overall net income (including taxes on gross income imposed in lieu of net income tax, minimum taxes or branch profits taxes) by (A) any jurisdiction (or political subdivision thereof) in which such Lender is organized or maintains its principal office or LIBOR Lending Office or (B) any jurisdiction (or political subdivision thereof) in which such Lender is “doing business” and (ii) any withholding taxes or other taxes based on gross income imposed by the United States of America for any period with respect to which any Lender has failed, for whatever reason, timely to provide Borrower with the appropriate form or forms required by Section 18.21 , to the extent such forms are then required by applicable Laws to establish a complete exemption (all such non excluded taxes, assessments or other charges being hereinafter referred to as “Taxes”). To the extent that Borrower is obligated by applicable Laws to make any deduction or withholding on account of Taxes from any amount payable to any Lender under this Agreement, Borrower shall (i) make such deduction or withholding and pay the same to the relevant Governmental Agency and (ii) pay such additional amount to that Lender as is necessary to result in that Lender’s receiving a net

after Tax amount equal to the amount to which that Lender would have been entitled under this Agreement absent such deduction or withholding.

     3.10 Funding Sources . Nothing in this Agreement shall be deemed to obligate any Lender to obtain the funds for any Loan or Advance in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan or Advance in any particular place or manner.

     3.11 Failure to Charge Not Subsequent Waiver . Any decision by the Administrative Agent or any Lender not to require payment of any interest (including interest arising under Section 3.6 ), fee, cost or other amount payable under any Loan Document, or to calculate any amount payable by a particular method, on any occasion shall in no way limit or be deemed a waiver of the Administrative Agent’s or such Lender’s right to require full payment of any interest (including interest arising under Section 3.6 ), fee, cost or other amount payable under any Loan Document, or to calculate an amount payable by another method that is not inconsistent with this Agreement, on any other or subsequent occasion.

     3.12 Administrative Agent’s Right to Assume Payments Will be Made by Borrower . Unless the Administrative Agent shall have been notified by Borrower prior to the date on which any payment to be made by Borrower hereunder is due that Borrower does not intend to remit such payment, the Administrative Agent may, in its discretion, assume that Borrower has remitted such payment when so due and the Administrative Agent may, in its discretion and in reliance upon such assumption, make available to each Lender on such payment date an amount equal to such Lender’s share of such assumed payment. If Borrower has not in fact remitted such payment to the Administrative Agent, each Lender shall forthwith on demand repay to the Administrative Agent the amount of such assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent at the Federal Funds Effective Rate.

     3.13 Calculations Detail . The Administrative Agent, and any Lender, shall provide reasonable detail to Borrower regarding the manner in which the amount of any payment to the Administrative Agent and the Lenders, or that Lender, under Article 3 has been determined, within a reasonable period of time after request by Borrower.

     3.14 Survivability . The provisions of Sections 3.4 and 3.5 shall survive following the date on which the Commitments are terminated and all Loans hereunder are fully paid, and Borrower shall remain obligated thereunder for all claims under such Sections made by any Lender to Borrower.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

     Borrower represents and warrants to the Lenders that:

     4.1 Existence and Qualification; Power; Compliance With Laws . Borrower is a limited liability company duly formed, validly existing and in good standing under the Laws of Delaware. Trust is a corporation duly formed, validly existing and in good standing under the Laws of Maryland. Parent is a limited partnership, duly formed, validly existing and in good standing under the Laws of Maryland. Each of the Loan Parties is duly qualified or registered to transact business and is in good standing in each other jurisdiction in which the conduct of its business or the ownership or leasing of its Properties makes such qualification or registration necessary, except where the failure so to qualify or register and to be in good standing would not constitute