FIRST AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT

Exhibit 10.2

FIRST AMENDED AND RESTATED
SECURED TERM LOAN AGREEMENT

DATED AS OF AUGUST 1, 2007

AMONG

BIOMED REALTY, L.P.,
AS BORROWER

AND

KEYBANK NATIONAL ASSOCIATION
AS ADMINISTRATIVE AGENT AND LEAD ARRANGER

AND

U.S. BANK NATIONAL ASSOCIATION AND WACHOVIA BANK, N.A.
AS CO-SYNDICATION AGENTS

AND

LASALLE BANK NATIONAL ASSOCIATION AND SOCIETE GENERAL
AS CO-DOCUMENTATION AGENTS

AND

FIRST AMENDED AND RESTATED
SECURED TERM LOAN AGREEMENT

Dated as of August 1, 2007

     This FIRST AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT is entered into as of August 1, 2007 (the “Agreement Effective Date”) by and among BIOMED REALTY, L.P., a Maryland limited partnership (“Borrower” or “Operating Partnership”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), each lender whose name is set forth on the signature pages of this Agreement, and each lender which may hereafter become a party to this Agreement pursuant to Section 11.8 (collectively, together with KeyBank, the “Lenders” and, individually, a “Lender”) and KEYBANK NATIONAL ASSOCIATION, not individually but as “Administrative Agent.”

RECITALS

     WHEREAS, certain of the Lenders have previously provided a secured term loan facility to Borrower pursuant to a Secured Term Loan Agreement dated as of May 31, 2005, as amended by a First Amendment thereto dated as of June 28, 2006 and a Second Amendment thereto dated as of November 3, 2006 (collectively, the “Prior Agreement”);

     WHEREAS, Borrower has requested that the Lenders amend and restate the Prior Agreement to extend the maturity date thereof and make certain other modifications thereto; and

     WHEREAS, the Lenders are willing to do so on the terms set forth in this Agreement.

     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:

     “ Account Agreement ” means the Amended and Restated Account Security, Pledge, Assignment and Control Agreement dated of even date herewith among Borrower, the Administrative Agent, for the benefit of the Lenders, and KeyBank, as depository bank with respect to the payment of Excess Funds by Borrower and the Subject Property Owners to the Deposit Account, as the same may be modified, amended or restated from time to time.

     “ Acknowledgments ” means collectively, the Acknowledgments, which have been incorporated in the Assignment of Interests, executed by the Subject Property Owners in favor of the Administrative Agent, for the benefit of Lenders, as the same may be modified, amended or restated from time to time.

     “ 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.

     “ 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.

     “ Aggregate Subject Properties Value ” means, as of any date, that portion of Gross Asset Value attributable to Subject Properties.

     “ Agreement ” means this First Amended and Restated Secured Term 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 .

     “ Applicable Margin ” means one and sixty-five one hundredths of one percent (1.65%) per annum with respect to LIBOR Rate Loans and one-quarter of one percent (0.25%) per annum with respect to Alternate Base Rate Loans, as the case may be.

     “ Assignment of Interests ” means, collectively, (i) the Amended and Restated Collateral Assignments of Interests dated of even date herewith from Borrower to the Administrative Agent, for the benefit of the Lenders, as the same may be modified, amended or restated, pursuant to which there shall be granted to the Administrative Agent a first priority lien and security interest in the applicable Equity Interests and the other interests of Borrower in the Collateral described therein, and (ii) each additional Collateral Assignment of Interests in favor of Administrative Agent, for the benefit of the Lenders, delivered pursuant to the terms of Section 2A.2 , as the same may be modified, amended or restated, and any further assignments, certificates, powers, consents, acknowledgments, estoppels or UCC-1 financing statements that may be delivered in connection therewith.

     “ Assignors ” means, collectively, Borrower and each Person executing an Assignment of Interests as an assignor after the date hereof.

     “ 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, and New York, New York 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.

     “ Bayshore Project ” means the Project currently owned by Borrower and located in Brisbane, California.

     “ 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) $0.30 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 $0.30 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 eight and one-quarter of one percent (8.25%). The Capitalization Rate shall be reviewed annually by the Lenders and may be adjusted (upward or downward) effective as of each anniversary of the date of this Agreement to such percentage as

the Requisite Lenders may determine, in good faith and in their reasonable discretion, after consultation with Borrower, to reflect then-current capitalization rates for similar assets.

“ 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.

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

     “ CFLS Project ” means that certain Project known as the Center for Life Sciences Building located at 3 Blackfan Street, Boston, Massachusetts, consisting of approximately 1.520 acres of land on which an eighteen (18) story office building/laboratory research center containing approximately 705,642 rentable square feet is under construction and which is owned in fee simple by a Wholly-Owned Subsidiary of Borrower.

     “ Changeover Date ” is defined in Section 6.12 .

     “ Closing Date ” means the time and Banking Day on which the conditions set forth in Section 8.1 are satisfied or waived. The Administrative Agent shall notify Borrower and the Lenders of the date that is the Closing Date.

     “ 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 and its Subsidiaries that are subject to the security interests and Liens created by the Security Documents.

     “ 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 A .

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

     “ 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 Article 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 Parent, 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 Parent, 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 Parent, Borrower and all Subsidiaries of Borrower which are consolidated with 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 issued and outstanding stock, partnership interests or membership interests held by the Consolidated Group in the aggregate in 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.

     “ Continuing Tenant ” means, with respect to any Income-Producing Project for any Fiscal Quarter, a tenant of such Project which was leasing space in such Project 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 Parent, (b) that is a general partnership or a limited partnership in which Borrower or a Wholly-Owned Subsidiary of Borrower 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 Borrower or a Wholly-Owned Subsidiary of Borrower 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.

     “ 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.

     “ Default ” means any event that, with the giving of any applicable notice or passage of time specified in Section 9.1 or both, would be an Event of Default.

     “ 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.

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

     “ Deposit Account ” means a collateral account to be maintained by KeyBank pursuant to the Account Agreement, and any replacement or substitution account thereafter established with the prior written consent of Administrative Agent.

     “ 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, minority interests, 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.

     “ Eligible Assignee ” means (a) any Lender, (b) any Lender, any Affiliate of any Lender and any Related Fund of any Lender (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), (c) any commercial bank having a combined capital and surplus of $5,000,000,000 or more, (d) the central bank of any country which is a member of the Organization for Economic Cooperation and Development, (e) any savings bank, savings and loan association or similar financial institution which (A) has a net worth of $500,000,000 or more, (B) is engaged in the business of lending money and extending credit under credit facilities substantially similar to those extended under this Agreement and (C) is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank, and (f) any other financial institution (including a mutual fund or other fund) approved by the Administrative Agent and, unless an Event of Default shall have occurred and be continuing, Borrower (such approval not to be unreasonably withheld or delayed) having total assets of $500,000,000 or more which meets the requirements set forth in subclauses (B) and (C) of clause (e) above; provided that each Eligible Assignee must either (a) be organized under the Laws of the United States of America, any State thereof or the District of Columbia or (b) be organized under the Laws of the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, and (i) act hereunder through a branch, agency or funding office located in the United States of America and (ii) be exempt from withholding of tax on interest and deliver the documents related thereto pursuant to Section 11.21 .

     “ 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.

     “ Equity Interests ” means the legal, equitable and beneficial ownership interest of Borrower (or any Subsidiaries of Borrower) in any Subsidiary of Borrower which is a direct owner of a Subject Property that is not subject to any agreement, document or instrument that prohibits the pledge, assignment and/or transfer of such interests as reasonably determined by Borrower and confirmed by Administrative Agent in its reasonable discretion. As of the Agreement Effective Date, Equity Interests includes only (i) Borrower’s 100% Equity Interest in BMR-7 Lucent Drive LLC, a Delaware limited liability company and (ii) 49% of the Equity Interest in BMR-Shady Grove Road HQ LLC, a Delaware limited liability company.

     “ 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.

     “ Event of Default ” shall have the meaning provided in Section 9.1 .

     “ Excess Funds ” means all profits, proceeds or other income relating to or arising from each Subject Property Owner’s use, operation, financing, refinancing, sale or other disposition of its Subject Property after (a) the payment by such Subject Property Owner of debt service on its Indebtedness, including all applicable Subject Property Indebtedness, and operating expenses then due and payable and (b) the establishment of reserves in amounts reasonably acceptable to the Administrative Agent for the payment of operating expenses and capital improvements to be made to such Subject Property Owner’s assets and properties as required by the Subject Property Owner in the ordinary course of business consistent with past practices.

     “ 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.

     “ 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.”

     “ Fee Letter ” means that certain fee letter dated as of June 29, 2007 among the Parent, Borrower and the Administrative Agent.

     “ 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.

     “ 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.

     “ 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 Borrower to be valued based on Adjusted NOI as described below, (c) the CFLS Project, (d) Projects that were Unstabilized Projects at any time during the Fiscal Quarter with respect to which Adjusted NOI is determined, (e) Projects acquired after the first day of such Fiscal Quarter, or (f) Projects disposed of during or after such Fiscal Quarter), divided by the Capitalization Rate; plus , without duplication, (ii) with respect to the CFLS Project and each such Project that was an Unstabilized Project, the greater of (a) the portion of such Adjusted NOI attributable to such Project (or the Consolidated Group Pro Rata Share thereof with respect to

any such excluded Project owned by an Investment Affiliate), divided by the 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 Project; plus (iii) either (x) until the repurchase right held by the former owner of the HGS Borrowing Base Project has expired unexercised or otherwise been terminated, the lesser of (a) the Net HGS Repurchase Price and (b) the Adjusted NOI attributable to the HGS Borrowing Base Project divided by the Capitalization Rate, or (y) thereafter, the Adjusted NOI attributable to the HGS Borrowing Base Project divided by the Capitalization Rate plus (iv) the applicable aggregate acquisition cost as shown on Exhibit H for those buildings in the Sun Campus Project Borrower has not yet designated for valuation based on Adjusted NOI by giving an irrevocable written notice to such effect to the Administrative Agent; 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” or “Guaranteed Obligation ” 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, as of any date, collectively, (a) Parent, (b) those Subsidiaries of the Borrower listed on Schedule 1.2 and (c) those Subsidiaries of Borrower which subsequently become parties to the Subsidiary Guaranty by executing and delivering a Joinder Agreement.

     “ Guaranty ” means, collectively, that certain Amended and Restated Parent Guaranty dated as of the Agreement Effective Date executed by Parent in the form attached hereto as Exhibit C-1 and made a part hereof, and that certain Amended and Restated Subsidiary Guaranty dated as of the Agreement Effective Date executed by the initial Subsidiary Guarantors in the

form attached hereto as Exhibit C-2 and made a part hereof, as such Subsidiary Guaranty may be amended from time to time including by the joinder of additional Subsidiary Guarantors therein pursuant to a Joinder Agreement, as required by Section 2A.2 .

     “ 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 Borrower.

     “ 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.

     “ 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.

     “ 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.

     “ Joinder Agreement ” means the joinder agreement with respect to the Guaranty to be executed and delivered pursuant to Section 2A.2 by any additional Subsidiary Guarantor in the form of Exhibit C-3 (with such changes thereto as the Administrative Agent shall in its discretion reasonably require) either as originally executed or as it may from time to time be supplemented, modified, amended, extended or supplanted.

     “ KOP Project ” means that certain Project currently owned by a member of the Consolidated Group (sometimes referred to by the Parties as the “King of Prussia Project”) and located in Philadelphia, Pennsylvania.

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

     “ Lead Arranger ” means KeyBank.

     “ 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 11.8 .

     “ 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, the period commencing on the date specified by Borrower pursuant to Section 2.1(d) and ending 1, 2, 3 or 6 months (or, if available from all Lenders, 12 months) thereafter, as specified by Borrower in the applicable Request for Loan; provided that:

     (a) the first day of any LIBOR Period shall be a Banking Day;

     (b) 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;

     (c) 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; and

     (d) no LIBOR Period shall extend beyond the Maturity Date.

     “ 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 (i) office buildings, office/laboratory buildings and research or manufacturing/warehouse buildings, leased primarily to medical, pharmaceutical, biotech or other life sciences companies, or to companies which are otherwise affiliated with the life sciences industry, and (ii) traditional office buildings intended to be redeveloped and converted to buildings leased primarily to the companies described in clause (i) of this definition.

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

     “ Loan Commitment ” means Two Hundred Fifty Million Dollars ($250,000,000). 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 and each Joinder Agreement, the Security Documents, the Acknowledgements 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, the Guarantors and the Assignors.

     “ Lockout Period ” means the period from the Agreement Effective Date through August 1, 2008, which is the day immediately preceding the first anniversary of the Agreement Effective Date.

     “ 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 Collateral, the Subject Properties 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 August 1, 2012, which is the day immediately preceding the fifth anniversary of the Agreement Effective Date.

     “ 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 Facility) 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 Facility) 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 HGS Repurchase Price ” means, as of any date, the net price that the Wholly-Owned Subsidiary of Borrower owning the HGS Borrowing Base Project would have received if such Project had been repurchased by the former owner thereof on the last day of the most recent Fiscal Quarter for which financial results have been reported pursuant to the exercise of such former owner’s rights as evidenced by that certain Memorandum of Option dated as of May 1, 2006 and recorded among the Land Records of Montgomery County in Liber 32247, folio 445 as corrected by Corrective Memorandum of Option dated as of May 22, 2006 and recorded among such Land Records in Liber ______, folio ______, after applying all credits that would have then been due to such former owner on account of rents paid as described in such Memorandum of Option.

     “ Net Capital Expenditures ” means with respect to any Person for any fiscal period, an amount equal to the sum of the amount of capital expenditures paid in cash by such Person in order to maintain the general condition and operation of its Projects during such fiscal period, excluding (i) any non-recurring capital expenditures made to update or enhance building infrastructure or building systems on such Projects, (ii) expenditures for tenant improvements or allowances made or given to induce such tenant to lease such Person’s Property and (iii) expenditures directly recoverable from tenants of such Person’s Property promptly after such expenditures have been incurred.

     “ 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 commenced leasing 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 leasing space 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 and (C) 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 Loans made under that Lender’s Percentage of the Loan Commitment, substantially in the form of Exhibit D , 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.

     “ Opinions of Counsel ” means the favorable written legal opinions of Latham & Watkins LLP and Venable LLP, counsel to Borrower, in form and substance reasonably satisfactory to the Administrative Agent.

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

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

     “ 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.

     “ 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 Projects and 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, the parking garage associated with the HGS Borrowing Base Project and any such parking garage that may be acquired as part of a future acquisition of Life Sciences Buildings, so long as Borrower 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 Liens ” is defined in Section 6.14 .

     “ 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.

     “ 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.

     “ Pro Forma Subject Properties Leverage Ratio ” is defined in Section 2A.3 .

     “ 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 Borrower, or any of its Subsidiaries or Investment Affiliates 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, the parking garage associated with the HGS Borrowing Base Project and any other parking garages acquired hereafter with the prior approval of the Administrative Agent, as provided above.

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

     “ Qualified Subsidiary Property ” means, as of any date, each Income-Producing Project (i) which continues to meet all of the requirements for qualification as a “Subject Property” pursuant to the definition of such term and (ii) with respect to which all applicable Subsidiary Guaranties, Acknowledgments and other Security Documents have been executed and delivered and all conditions set forth in Section 2A.2 that were satisfied with respect to such Subject Property when added (or in the case of the Initial Subsidiary Properties, were deemed to have been satisfied as of the Agreement Effective Date) have been and continue as of such date to be, satisfied.

     “ 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.

     “ Redevelopment Project ” means any Project with fifty percent (50%) or more of its Net Rentable Area vacant and under renovation, reconstruction or other redevelopment.

     “ 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 Facility ” means the credit facility made available to Borrower under the Unsecured Credit Agreement.

     “ Related Facility Guarantors ” means, collectively, those Wholly-Owned Subsidiaries of Borrower which now or hereafter are a “Guarantor” under the Related Facility.

     “ Related Fund ” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

     “ Request for Loan ” means a written request for a Advance, either the initial funding thereof or any conversion or continuation thereof, substantially in the form of Exhibit E , 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 holding Notes evidencing in the aggregate 66-2/3% or more of the Outstanding Loan Amount.

     “ 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.

     “ 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.

     “ Security Documents ” means the Assignments of Interests (and each Assignment of Interests subsequently delivered pursuant to this Agreement), the Account Agreement and any further collateral assignments to the Administrative Agent for the benefit of the Lenders, including, without limitation, any UCC-1 financing statements delivered or authorized to be filed by the Administrative Agent in connection therewith.

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

     “ 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, either (i) the entire Project, or in the case of a Redevelopment Project, the redeveloped portion thereof, was substantially completed one (1) year or more prior to such date or (ii) the entire Project has, as of such date, tenants in occupancy of eighty-five percent (85%) or more of the total 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.

     “ Subject Properties ” means, collectively, as of any date, (a) those Income-Producing Projects set forth on Schedule 1.3 hereto and (b) all other Projects that become a Subject Property after the date hereof pursuant to Section 2A.2 .

     “ Subject Property Indebtedness ” means any Indebtedness in respect of borrowed money secured by a Lien encumbering a Subject Property.

     “ Subject Properties Leverage Ratio ” means, as of any date, (A) the sum of (i) the then-current outstanding principal balance of all Subject Property Indebtedness plus (ii) the then-current Outstanding Loan Amount divided by (B) the Aggregate Subject Properties Value, expressed as a percentage.

     “ Subject Property Loan Documents ” means the agreements, documents and instruments evidencing, securing or otherwise relating to the Subject Property Indebtedness to which the holder of such Subject Property Indebtedness is a party or intended beneficiary.

     “ Subject Property Owners ” means, as of any day, the members of the Consolidated Group that own fee simple title to Subject Properties (including those Projects that become Subject Properties after the Agreement Effective Date pursuant to Section 2A.2 ).

     “ Subject Property Sale ” means the sale, transfer or conveyance of all or any portion of a Subject Property by a Subject Property Owner (or the sale, transfer or conveyance of all or any portion of the direct or indirect equity interests in such Subject Property Owner).

     “ Subordinated Debt ” means Indebtedness, including Qualifying Trust Preferred Obligations, which is or has been subordinated to the repayment of the Obligations on such terms as are reasonably acceptable to the Administrative Agent.

     “ 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.

     “ Subsidiary Guaranty ” means the guaranty to be executed and delivered by certain Subsidiaries of Borrower, substantially in the form of Exhibit C-2 , as the same may be amended, supplemented or otherwise modified from time to time, including without limitation by all Joinder Agreements executed by any additional Subsidiary Guarantors.

     “ 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 Borrower from Sun Microsystems, Inc. and leased back by Sun Microsystems, Inc. under short-term leases. An agreed allocation of Borrower’s aggregate acquisition costs among such buildings is attached to this Agreement as Exhibit H and made a part hereof.

     “ Swap Agreement ” means a written agreement between Borrower and one or more financial institutions, including without limitation, KeyBank, providing for “swap”, “cap”, “collar” or other interest rate protection with respect to any Indebtedness.

     “ Target Subject Properties Leverage Ratio ” means 75%.

     “ 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).

     “ 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.

     “ Unencumbered ” means, with respect to any property, that such property (a) is not subject to any Lien other than Permitted Liens which do not secure Indebtedness, (b) is not subject to any Negative Pledge and (c) is not held by a Person any of whose direct or indirect equity interests are subject to a Lien or Negative Pledge.

     “ Unsecured Credit Agreement ” means that certain Second Amended and Restated Unsecured Credit Agreement of even date herewith by and among the Borrower, KeyBank and certain other lenders identified therein, as it may be amended or modified from time to time.

     “ Unstabilized Project ” means, as of any date, either (i) a Redevelopment Project or (ii) a Project that is currently under construction or has been recently completed (as to its initial construction), but which in either case (i) or (ii) above, has not yet reached Stabilization. Once a Project has reached Stabilization, whether by passage of time or leasing, it shall not thereafter qualify as an Unstabilized Project unless it subsequently becomes a Redevelopment 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 6.5 through 6.13 , 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 7 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 Loans General .

          (a) Subject to the terms and conditions set forth in this Agreement, on the Closing Date, the Lenders shall, pro rata according to each Lender’s Percentage, make a Loan to Borrower in such amount as Borrower may request that does not result in the aggregate principal amount advanced under the Notes (after giving effect to all amounts requested thereunder) being in excess of the Loan Commitment, provided that in all events no Default or Event of Default shall have occurred and be continuing and all conditions to Advances hereunder shall have been satisfied or waived. Borrower may not reborrow any Advances once repaid.

          (b) The obligation of each Lender to make Advances in accordance with its Commitment is several, and not joint and several; and no Lender shall be obligated to advance more than its Commitment, notwithstanding the default of any other Lender.

          (c) 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.

          (d) 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 Lender of the date and type of the Loan, the applicable LIBOR Period, and that Lender’s 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 Lender shall make its 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 Article 8 , all Advances 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.

          (e) Unless the Requisite Lenders otherwise consent, each Alternate Base Rate Loan shall be not less than $1,000,000, each LIBOR Rate Loan shall be not less than $1,000,000 and all Loans shall be in an integral multiple of $250,000.

          (f) The Advances made by each Lender under the Loan Commitment shall be evidenced by that Lender’s Note.

          (g) 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 six (6) 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.

ARTICLE 2A

COLLATERAL; SUBJECT PROPERTIES.

     2A.1 Collateral . The obligations of Borrower under the Loan Documents shall be secured by a perfected first priority security interest to be held by the Administrative Agent for the benefit of the Lenders in the Collateral, including the initial Collateral with respect to the Subject Properties set forth on Schedule 1.3 and such additional Collateral with respect to additional Subject Properties, as described below, as shall be evidenced from time to time by the Security Documents.

     2A.2 Addition of Subject Properties . If Borrower desires to add an Income-Producing Project as a new Subject Property to replace an existing Subject Property or to maintain the Subject Properties Leverage Ratio at or below the Target Subject Properties Leverage Ratio, Borrower shall so notify the Administrative Agent of the proposed addition in writing, shall certify in writing that

such Project meets all of the requirements hereunder for inclusion as a Subject Property and shall provide the Subject Property Loan Documents in respect thereof, along with all other documents and information as are reasonably requested by the Administrative Agent in respect of the Project. Borrower shall promptly thereafter (i) cause the applicable Subsidiary owing such Project to execute and deliver a Joinder Agreement with respect to the Subsidiary Guaranty, to the extent permitted under the applicable Subject Property Loan Documents, (ii) execute and deliver, and shall cause applicable Subsidiary (and all intervening Subsidiaries owning, directly or indirectly, Equity Interests in such applicable Subsidiary) to execute and deliver, as applicable, to the Administrative Agent all instruments, documents, or agreements, including an Assignment of Interests in substantially the same form as the Assignment of Interests delivered to the Administrative Agent on the Agreement Effective Date, Acknowledgments in substantially the same form as the Acknowledgments delivered to the Administrative Agent on the Agreement Effective Date and UCC-1 financing statements and membership, partnership and stock certificates and blank transfer powers, as the Administrative Agent shall deem reasonably necessary or desirable to obtain and perfect a first priority security interest in, or Lien on, the Equity Interests in the applicable Subsidiary, and the other Collateral with respect thereto as described in the Assignment of Interests (such other Collateral to consist of similar Collateral as was included in the Assignment of Interests delivered concurrently herewith), in each case to the extent permitted by the applicable Subject Property Loan Documents, and (iii) provide the Administrative Agent a Certificate setting forth the projected Subject Properties Leverage Ratio that gives effect to the inclusion of the applicable Subject Property.

     2A.3 Sale of a Subject Property . Provided that the Lockout Period has expired and no Default or Event of Default shall have occurred hereunder or under the other Loan Documents and be continuing (or would exist immediately after giving effect to the transactions contemplated by this Section 2A.3 ), a Subject Property Owner (or Borrower or another applicable Subsidiary) may engage in a Subject Property Sale upon the following terms and conditions:

     (a) Borrower shall deliver to the Administrative Agent written notice of the desire to consummate such Subject Property Sale on or before the date that is five (5) Banking Days prior to the date on which the Subject Property Sale is to be effected;

     (b) the amount then included in Aggregate Subject Properties Value on account of the Subject Property proposed to be sold does not exceed twenty percent (20%) of the Aggregate Subject Properties Value as of the date of the written notice of such Subject Property Sale, or, if such amount does exceed twenty percent (20%) of such Aggregate Subject Properties Value, the Requisite Lenders have approved of such Subject Property Sale;

     (c) On or before the date that is five (5) Banking Days prior to the date of the Subject Property Sale is to be effected, Borrower shall submit to the Administrative Agent a Certificate, which shall be subject to the Administrative Agent’s review and reasonable approval, setting forth the Subject Properties Leverage Ratio on a pro forma basis as of the date of the Subject Property Sale giving effect to (in addition to other changes to the Subject Properties Leverage Ratio during the intervening period (e.g., any reductions to the outstanding principal

balance of the Subject Property Indebtedness)): (A) the Subject Property Sale and (B) any other Projects that became or are becoming a Subject Property prior to the date of the Subject Property Sale (the “Pro Forma Subject Properties Leverage Ratio”);

     (d) If the Pro Forma Subject Properties Leverage Ratio exceeds the Target Subject Properties Leverage Ratio, Borrower shall, concurrently or before the closing of the Subject Property Sale, pay to the Administrative Agent for the account of the Lenders, which payment shall be applied to reduce the Outstanding Loan Amount, the amount necessary to make the Pro Forma Subject Properties Leverage Ratio no greater than the Target Subject Properties Leverage Ratio; and

     (e) Upon the occurrence of the Subject Property Sale, the underlying Project shall no longer be a Subject Property, and the Administrative Agent shall execute such documents or instruments and take all other actions necessary or advisable on behalf of the Lenders to release the related security interests (including without limitation releases of any pledged Equity Interests) evidenced by any Security Documents and to release the related Subsidiary Guarantor(s), if applicable, from any obligations under the Subsidiary Guaranty.

     2A.4 Refinance of a Subject Property . Provided that no Default or Event of Default shall have occurred hereunder or under the other Loan Documents and be continuing, Borrower or any Subject Property Owner may refinance the Subject Property Indebtedness with respect to a Subject Property upon the following terms and conditions:

     (a) Borrower shall deliver to the Administrative Agent written notice of the desire to consummate such refinance on or before the date that is five (5) Banking Days prior to the date on which such refinance is to be effected;

     (b) If the amount proposed to be borrowed under the refinancing arrangement is equal to or less than the outstanding principal balance of the Subject Property Indebtedness being refinanced, plus customary closing costs and fees, then such refinance shall be permitted and no payment of any portion of the Outstanding Loan Amount shall be due; and

     (c) If the amount proposed to be borrowed under the refinancing arrangement exceeds the outstanding principal balance of the Subject Property Indebtedness being refinanced, plus customary closing costs and fees, then (A) the portion of such excess amount that does not cause the Subject Properties Leverage Ratio to exceed the Target Subject Properties Leverage Ratio may be received by Borrower or the Subject Property Owner without any obligation to repay any portion of the Outstanding Loan Amount and (B) the remainder of such excess amount, if any, shall be paid over to the Administrative Agent for the account of the Lenders, which payment shall be applied to reduce the Outstanding Loan Amount.

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. Interest on LIBOR Rate Loans shall be computed on a 360 day year, and actual days elapsed. Interest on Alternate Base Rate Loans shall be computed on a 365 or 366 day year, as applicable, and actual days elapsed.

          (b) Interest accrued on each Alternate Base Rate Loan shall be due and payable on each Monthly Payment Date or 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 on each Monthly Payment Date or 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) If not sooner paid, the principal Indebtedness evidenced by the Notes shall be payable on the Maturity Date.

          (e) The Notes may, at any time after expiration of the Lockout Period and from time to time thereafter, 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.

          (f) To the extent that any sale of all or a portion of a Subject Property (or a sale of all or a portion of any equity interest in a Subsidiary owning any such Subject Property) or a refinancing of the Subject Property Indebtedness on such Subject Property occurs as permitted by Section 2A.3 or Section 2A.4 , the Borrower shall make any principal payment on the Notes required thereunder.

     3.2 Other Fees . Borrower shall pay to KeyBank each of the other fees specified in the Fee Letter as and when due in accordance therewith.

     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 one hundred eighty (180) days preceding the date of such demand or is attributable to periods prior to the date which is one hundred eighty (180) 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 Loans 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 11.21 , 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 Loans, 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 Loans 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 prepayment fee under Section 3.8(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 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

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such Lender. In the event that any Lender is unable, for the reasons set forth above (or those set forth in clause (d) 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

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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