SECOND AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT

Exhibit 10.1

SECOND AMENDED AND RESTATED

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

SECOND AMENDED AND RESTATED

Dated as of August 1, 2007

     This SECOND AMENDED AND RESTATED UNSECURED CREDIT 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 2.8 or 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 an unsecured revolving credit facility to Borrower pursuant to a First Amended and Restated Unsecured Credit Agreement dated as of June 28, 2006 as amended by a First 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, provide for the possible addition of a term loan component 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:

     “ Adjusted Current Value ” means, as of any date with respect to any Income-Producing Project, (i) if such Project has been owned by one or more members of the Consolidated Group for at least one full Fiscal Quarter for which financial results have been reported, the Adjusted NOI for such Project divided by the Capitalization Rate or (ii) if such Project has not been so owned for a full Fiscal Quarter, the purchase price paid for such Project, net of fees and closing costs.

     “ 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.

     “ Adjusted Unencumbered NOI ” means, as of any date, Adjusted NOI attributable to Qualified Unencumbered Projects that are then included in the Unencumbered Pool, provided that, with respect to any such Qualified Unencumbered Project that was either (i) acquired by the Consolidated Group after the first day of the Fiscal Quarter on which such Adjusted NOI is based, or (ii) first opened for occupancy after the first day of such Fiscal Quarter, the Adjusted NOI for such Project for such Fiscal Quarter shall be deemed to be increased by the per diem Adjusted NOI for such Project after acquisition or opening times the number of days in such Fiscal Quarter prior to the date of acquisition.

     “ 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 any advance made or to be made by any Lender to Borrower as provided in Article 2 , and includes each Alternate Base Rate Advance and LIBOR Rate Advance, whether such advance is a Line Advance or a Term Advance.

     “ 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 Adjusted Current Value ” means, as of any date, the sum of (i) the Adjusted Current Values for all Income-Producing Projects (other than the HGS Borrowing Base Project) then included in the Unencumbered Pool plus (ii) if the HGS Borrowing Base Project is then included in the Unencumbered Pool, 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 Current Value for the HGS Borrowing Base Project or (y) thereafter, the Adjusted Current Value for the HGS Borrowing Base Project.

     “ Aggregate Commitment ” means, subject to Section 2.7 and Section 2.8 , Six Hundred Million Dollars ($600,000,000). The respective Commitments and Percentages of the Lenders with respect to the Aggregate Commitment are set forth on Schedule 1.1 .

     “ Aggregate Line Commitment ” means the initial Aggregate Commitment of $600,000,000 plus any increase in the Aggregate Commitment under Section 2.8 , which is not a Term Commitment.

     “ Aggregate Term Commitment ” means zero as of the Agreement Effective Date and thereafter means the aggregate of all Term Commitments hereunder, not to exceed $400,000,000.

     “ Agreement ” means this Second Amended and Restated Unsecured Credit 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 then-current 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 the interest rate margin set forth below in the LIBOR Rate Margin column with respect to LIBOR Rate Loans or in the Base Rate Margin column with respect to Alternate Base Rate Loans, as the case may be, opposite the Leverage Ratio as of the last day of the Fiscal Quarter most recently ended:

Leverage Ratio		LIBOR Rate Margin				Base Rate Margin
Less than 35%			1.00	%			0	%
Equal to or greater than 35% but less than 45%			1.10	%			0	%
Equal to or greater than 45% but less than 55%			1.20	%			0	%
Equal to or greater than 55% but less than 60%			1.35	%			0.15	%
Equal to or greater than 60%			1.55	%			0.25	%

     The Applicable Margin for each Fiscal Quarter shall be established based on the Leverage Ratio in effect as of the last day of the preceding Fiscal Quarter; provided , however , that any such change in the Applicable Margin (and therefore any change in the applicable interest rates for Loans) shall not be effective until 50 days following the commencement of each Fiscal Quarter. Each previously Applicable Margin shall remain in effect until a new Applicable Margin is established as aforesaid. If Borrower fails to deliver a Compliance Certificate containing the necessary financial information within 50 days after the end of each Fiscal Quarter in order to determine the new Applicable Margin, or should the Administrative Agent reasonably believe that such financial information does not accurately reflect the Leverage Ratio, the Administrative Agent may of its own volition, upon prior written notice to Borrower (which notice shall include the basis for the Administrative Agent’s determination), establish the Applicable Margin based upon what the Administrative Agent reasonably believes was in fact the Leverage Ratio as of the last day of the prior Fiscal Quarter.

     “ 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.

     “ Borrowing Base ” means, as of any date, an amount equal to (i) sixty-five percent (65%) of the Aggregate Adjusted Current Value of those Income-Producing Projects in the Unencumbered Pool, plus (ii) sixty-five percent (65%) of the Invested Cash in Unstabilized Projects in the Unencumbered Pool, provided, however, that (A) the aggregate amount contributed to the Borrowing Base under clause (ii) with respect to Unstabilized Projects shall in no event exceed twenty percent (20%) of the total Borrowing Base and (B) the aggregate amount contributed to the Borrowing Base on account of Exception Projects shall in no event exceed ten percent (10%) of the total Borrowing Base.

     “ 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.

     “ 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.

     “ Commitments ” means, collectively, all of the Line Commitments and all of the Term Commitments, if any.

     “ Commitment 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 Fiscal Quarter 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 .

     “ Designated Deposit Account ” means a deposit account to be maintained by Borrower with KeyBank or one of its Affiliates, as from time to time designated by Borrower by written notification to the 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) another Lender, (b) with respect to any Lender, any Affiliate of that Lender, (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 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 .

     “ Exception Projects ” means, as of any date, any Qualified Unencumbered Project (other than the Landmark at Eastview Project and the KOP Project) which is not wholly-owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower but which (i) is owned by a member of the Consolidated Group and (ii) has been added to, and is then included in, the Unencumbered Pool pursuant to the exceptions provided in Section 2.11 .

     “ 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.

     “ Facility ” means the Loans, Swing Loans and Letters of Credit made available to Borrower hereunder from time to time by the Lenders.

     “ Facility Availability Amount ” means, as of any date, the lowest of (a) the Aggregate Commitment, (b) the Borrowing Base as of such date less the excess, if any, of Total Unsecured Indebtedness (excluding Subordinated Debt) over the Outstanding Facility Amount and (c) the maximum aggregate Outstanding Facility Amount that could be outstanding on such date without causing the Unsecured Debt Service Coverage Ratio to fall below 2.00 to 1.00.

     “ 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.

     “ Guarantors ” means, collectively, (a) Parent, (b) the Initial Unencumbered Project Subsidiaries, and (c) any other Subsidiary of Borrower that hereafter owns a Qualified Unencumbered Project and executes a Joinder Agreement pursuant to Section 5.13 . Guarantors are jointly and severally obligated with respect to the Obligations.

     “ 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.

     “ Guaranties ” means 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 Unencumbered Project Subsidiaries 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 Guarantors therein pursuant to a Joinder Agreement pursuant to Section 5.13 .

     “ 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.

     “ Initial Unencumbered Projects ” means the Qualified Unencumbered Projects so identified in Schedule 4.18 .

     “ Initial Unencumbered Project Subsidiaries ” means the Subsidiaries of Borrower which own Qualified Unencumbered Projects as of the Agreement Effective Date and have executed the Guaranty.

     “ 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 .

     “ Invested Cash ” means all cash equity invested by the Consolidated Group in an Unstabilized Project, including the purchase price, hard construction costs and soft costs reasonably

acceptable to the Administrative Agent that have been directly expended toward the acquisition or development of such Unstabilized Project.

     “ 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 5.13 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.

     “ Landmark at Eastview ” means that certain Project currently owned by a member of the Consolidated Group and located in Westchester County, New York.

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

     “ Lead Arranger ” means KeyBanc Capital Markets.

     “ 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 2.8 or Section 11.8 .

     “ Letter of Credit ” means a standby letter of credit which is payable upon presentation of a sight draft and other documents, as originally issued pursuant to this Agreement or as amended, modified, extended, renewed or supplemented thereafter.

     “ Letter of Credit Exposure ” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate amount of all unreimbursed drawings under Letters of Credit at such time.

     “ Letter of Credit Fee ” means the fees payable to the Lenders with respect to a Letter of Credit as described in Section 2.6(e) .

     “ Letter of Credit Request ” means the request described in Section 2.6 .

     “ 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 then-current 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.

     “ Line Advance ” means any Advance made from time to time to Borrower hereunder, on a revolving basis, by a Lender then holding a Line Commitment.

     “ Line Commitment ” means the commitment of each of the Lenders (as initially specified in Schedule 1.1 hereto) to make Advances to fund Line Loans on a revolving basis under Section 2.1(a ) and to participate in Letters of Credit issued under Section 2.6 and Swing Loans made under Section 2.5 , as such commitment may increase or decrease pursuant to the terms of this Agreement.

     “ Line Facility ” means the Line Loans, Swing Loans and Letters of Credit made available to Borrower hereunder from time to time by the Lenders under their Line Commitments.

     “ Line Lender ” means any Lender providing a Line Commitment.

     “ Line Loan ” means a Loan to Borrower under the Aggregate Line Commitment funded by Line Advances from the Lenders made pursuant to Section 2.1(a) .

     “ Line Note ” means any of the promissory notes made by Borrower to a Lender holding a Line Commitment evidencing Line Advances under that Lender’s Percentage of the Aggregate Line 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 or extended.

     “ Loan ” means the aggregate of the Advances made at any one time by the Lenders pursuant to Section 2.1(a) or Section 2.1(b) and the Swing Loans made pursuant to Section 2.5 .

     “ Loan Documents ” means, collectively, this Agreement, the Notes, the Guaranties and each Joinder Agreement and any other agreements of any type or nature hereafter executed and delivered

by Borrower or Guarantors to the Administrative Agent or to any Lender in any way relating to or in furtherance of this Agreement, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, restated, extended or supplanted.

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

     “ 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 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 Borrower and the Guarantors to perform the Obligations.

     “ Maturity Date ” means (i) with respect to the Line Facility either August 1, 2011 (which is the day immediately preceding the fourth (4th) anniversary of the Agreement Effective Date), or, if the Maturity Date with respect to the Line Facility is extended pursuant to Section 2.10 , August 1, 2012 and (ii) with respect to any Term Facility, August 1, 2012 (which is the day immediately preceding the fifth (5th) 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.

     “ Mortgageable Ground Lease ” means any lease (a) which is a direct lease granted by the fee owner of the applicable Project, (b) which has a remaining term, as of the date such Project becomes a Qualified Unencumbered Project, of not less than thirty (30) years, including extension options which are exercisable solely at the discretion of the lessee thereunder, (c) under which no material default has occurred and is continuing, (d) with respect to which a leasehold mortgage may be granted, and (e) which the Administrative Agent has otherwise reasonably determined is financeable.

     “ 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 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.

     “ Notes ” means, collectively, the Line Notes, the Term Notes and the Swing Loan Note.

     “ 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 Facility Amount ” means, as of any date, the sum of the Outstanding Line Amount and the Outstanding Term Amount, if any.

     “ Outstanding Line Amount ” means, as of any date, the aggregate of all Line Loans, Swing Loans and Letter of Credit Exposure, outstanding on such date.

     “ Outstanding Term Amount ” means, as of any date, the aggregate of all Term Loans, if any, 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 as of any date, the percentage derived by dividing that Lender’s then-current Commitment by the then-current Aggregate Commitment. If an Aggregate Term Commitment is established, a Lender’s “Percentage” of the Aggregate Line Commitment or the Term Commitment, as of any date, shall be the percentage derived by dividing that portion of such Lender’s then-current Commitment allocated to the Aggregate Line Commitment or the Aggregate Term Commitment, as the case may be, by the then-current full Aggregate Line Commitment or full Aggregate Term Commitment as applicable.

     “ 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.

     “ 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 Unencumbered Project ” means an Income-Producing Project or an Unstabilized Project that (a) other than as specified below, is wholly owned in fee simple by Borrower or a Guarantor that is a Wholly-Owned Subsidiary of Borrower, (b) is leased in accordance with Section 5.17 , (c) does not have any title, survey, environmental or other defects that would

reasonably be expected to materially impair the value, use of or ability to sell or refinance such Project, (d) is Unencumbered, and (e) would not cause Borrower to be in violation of the covenants set forth in Section 5.17 . Notwithstanding clause (a) of the preceding sentence, (i) with respect to the Landmark at Eastview Project and any Exception Project not owned in fee simple, Borrower or a Guarantor that is a Wholly-Owned Subsidiary of Borrower may own a leasehold interest (as opposed to a fee simple interest) pursuant to a Mortgageable Ground Lease in such Project, (ii) with respect to the KOP Project, Borrower or a Guarantor which is a Wholly-Owned Subsidiary of Borrower (A) owns at least 89% of the equity interests in the Person that owns such KOP Project and (B) receives as a return on equity or debt 100% of the cash flow from such KOP Project and (iii) with respect to any Exception Project that is not so wholly owned, Borrower or a Guarantor that is a Wholly-Owned Subsidiary of Borrower need not own such Exception Project directly, provided that the Person that owns such an Exception Project has executed a Joinder Agreement and become a Subsidiary Guarantor.

     “ 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 term loan to Borrower made pursuant to the Secured Term Loan Agreement.

     “ Request for Loan ” means a written request for a Loan 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 (a) as of any date of determination if the Aggregate Commitment is then in effect, Lenders having in the aggregate 66-2/3% or more of the Aggregate Commitment then in effect and (b) as of any date of determination if the Aggregate Commitment has then been suspended or terminated, Lenders holding Advances and participation interests in Letters of Credit and Swing Loans evidencing in the aggregate 66-2/3% or more of the aggregate Outstanding Facility 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.

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

     “ Senior Officer ” means (a) the chief executive officer, (b) the chairman, (c) the chief financial officer, (d) the executive vice president or (e) the 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, that 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.

     “ Subordinated Debt ” means Indebtedness, including Qualifying Trust Preferred Obligations, which is or has been subordinated to 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 Guarantor ” means, as of any date, any of those Subsidiaries that are a party to the Guaranties.

     “ 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 hereto 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.

     “ Swing Loan Commitment ” means $75,000,000 of the then-effective Aggregate Line Commitment, subject to possible reduction as provided for in Section 2.7 in the case of any reductions in the Aggregate Line Commitment made by Borrower.

     “ Swing Loan Lender ” means KeyBank, in its capacity as the Swing Loan Lender under this Agreement.

     “ Swing Loan Note ” means the note described in Section 2.5 .

     “ Swing Loans ” means those Loans described in Section 2.5 that are made or to be made by the Swing Loan Lender and evidenced by the Swing Loan Note.

     “ Term Advance ” means any Advance made from time to time to Borrower hereunder, on a non-revolving basis, by a Term Lender.

     “ Term Commitment ” means that portion of any increase in the Aggregate Commitment under Section 2.8(a) which is so designated by Borrower under Section 2.8(b) and accepted by the applicable Subsequent Lenders and/or Increasing Lenders.

     “ Term Facility ” means the Term Loans made available to Borrower hereunder from time to time by the Lenders under their Term Commitments.

     “ Term Lender ” means a Subsequent Lender or an Increasing Lender which has agreed to provide all or a portion of its increased Commitment as a Term Commitment.

     “ Term Loan ” means a Loan to Borrower under the Term Commitment, if established, funded by Term Advances from the Term Lenders made pursuant to Section 2.1(b) .

     “ Term Loan Borrowing Date ” is defined in Section 2.1(b ).

     “ Term Note ” means any of the promissory notes made by Borrower to a Term Lender evidencing Term Advances under that Term Lender’s Percentage of the Aggregate Term Commitment, substantially in the form of Exhibit D , as modified to apply to the Term Facility either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed or extended.

     “ Total Unsecured Indebtedness ” means, as of any date, (A) Consolidated Outstanding Indebtedness (including without limitation all Indebtedness under this Agreement and all Indebtedness represented by “Exchangeable Senior Notes” issued by members of the Consolidated Group) less (B) all Secured Indebtedness of the Consolidated Group (including without limitation all Indebtedness under the Related Facility) less (C) the Consolidated Group Pro Rata Share of all Secured Indebtedness of Investment Affiliates and less (D) Qualifying Trust Preferred Obligations.

     “ 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 (i) is being made under the Line Facility or the Term Facility and (ii) 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.

     “ Unencumbered Pool ” means, as of any date of determination, (a) the Initial Unencumbered Projects, plus (b) each other Qualified Unencumbered Project which has been added to the Unencumbered Pool pursuant to Section 2.11 as of such date, minus (c) any Project which has been removed from the Unencumbered Pool pursuant to Section 2.11 as of such date, (d) minus any Project which has been removed from the Unencumbered Pool pursuant to the next sentence hereof as of such date (and plus any Qualified Unencumbered Project which has been added back into the Unencumbered Pool pursuant to the next sentence hereof). In the event that all or any material portion of an Income-Producing Project then within the Unencumbered Pool shall be damaged or taken by condemnation, then such Project shall no longer be a part of the Unencumbered Pool unless and until any damage to such Project is repaired or restored, such Income-Producing Project becomes fully operational and the Administrative Agent shall receive evidence satisfactory to the Administrative Agent of the Adjusted Current Value and NOI of such Income-Producing Project following such repair or restoration. In the event that all or any material portion of an Unstabilized Project then within the Unencumbered Pool shall be damaged or taken by condemnation, then the Administrative Agent may reduce the amount of the Borrowing Base in an amount which the Administrative Agent reasonably deems appropriate in light of such damage or condemnation; or may remove such Unstabilized Project from the Unencumbered Pool unless and until such Unstabilized Project is repaired or restored to the Administrative Agent’s reasonable satisfaction.

     “ Unsecured Debt Service Amount ” means, as of any date, an amount equal to one year of simple interest on an amount equal to the then-current Total Unsecured Indebtedness (excluding Subordinated Debt) at an interest rate equal to the then-current LIBOR Rate for a LIBOR Period of one (1) month.

     “ Unsecured Debt Service Coverage Ratio ” means, as of any date, (a) an amount equal to Adjusted Unencumbered NOI divided by (b) the Unsecured Debt Service Amount.

     “ 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.

     “ Unused Fee Percentage ” means, with respect to any day during a calendar quarter prior to the Maturity Date with respect to the Line Facility, 0.15% per annum.

     “ 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 6.15 , 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, at any time and from time to time from the Closing Date through the last Business Day immediately preceding the Maturity Date with respect to the Line Facility, each Line Lender shall make, on a pro rata basis according to that Lender’s Percentage of the then-current Aggregate Line Commitment, its share of a Line Loan to Borrower in such amounts as Borrower may request that do not result in (A) the

Outstanding Line Amount (after giving effect to all amounts requested thereunder) exceeding the Aggregate Line Commitment or (B) the Outstanding Facility Amount (after giving effect to all amounts requested thereunder) being in excess of the Facility Availability Amount, and 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. Subject to the limitations set forth herein, Borrower may borrow, repay and reborrow under the Line Facility without premium or penalty.

          (b) Subject to the terms and conditions set forth in this Agreement, on the date on which any Term Commitment or increase in a Term Commitment becomes effective (a “ Term Loan Borrowing Date ”) , the Term Lender providing such Term Commitment or increase shall make a Term Advance to Borrower in the full amount of such Term Commitment or increase, so long as, after giving effect to the funding of all Term Advances and other Advances requested to be disbursed on such Term Loan Borrowing Date, the Outstanding Facility Amount will not exceed the Facility Availability Amount and 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. Borrower may not reborrow all or any portion of any Term Loans once repaid.

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

          (d) 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, and (iv) in the case of a LIBOR Rate Loan, LIBOR Period for such Loan.

          (e) 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 credited on that date in immediately available funds to the Designated Deposit Account.

          (f) 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.

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

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

          (i) A Request for Loan shall be irrevocable upon the Administrative Agent’s first notification thereof.

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

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

     2.3 LIBOR Rate Loans .

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

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

          (c) Unless the Administrative Agent and the Requisite Lenders otherwise consent, there shall be no more than eight (8) 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 [Intentionally Omitted.]

     2.5 Swing Loan Commitments .

          (a) Subject to the terms and conditions set forth in this Agreement, Swing Loan Lender agrees to lend to Borrower (the “Swing Loans”), and Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the date which is thirty (30) Banking Days prior to the Maturity Date upon notice by Borrower to the Swing Loan Lender given in accordance with this Section 2.5 such sums as are requested by Borrower for the purposes set forth in Section 5.9 that do not result in (i) an aggregate principal amount of Swing Loans at any one time outstanding (after giving effect to all amounts requested thereunder) being in excess of the Swing

Loan Commitment, or (ii) the Outstanding Line Amount (after giving effect to all Swing Loans requested thereunder) shall not exceed the Aggregate Line Commitment, or (iii) the Outstanding Facility Amount (after giving effect to all amounts requested thereunder) being in excess of the Facility Availability Amount. Swing Loans shall constitute “Line Loans” for all purposes hereunder, but shall not be considered the utilization of a Lender’s Percentage of the Aggregate Line Commitment. The funding of a Swing Loan hereunder shall constitute a representation and warranty by Borrower that all of the conditions set forth in Article 8 have been satisfied on the date of such funding (other than advance notice requirements).

          (b) The Swing Loans shall be evidenced by a separate promissory note of Borrower in substantially the form of Exhibit F hereto (the “Swing Loan Note”), dated the date of this Agreement and completed with appropriate insertions. The Swing Loan Note shall be payable to the order of the Swing Loan Lender in such amount as may be outstanding from time to time thereunder and shall be payable as set forth below. The Borrower irrevocably authorizes the Swing Loan Lender to make or cause to be made, at or about the time of the date of any Swing Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on the Swing Loan Lender’s record reflecting the making of such Swing Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Swing Loans set forth on the Swing Loan Lender’s record shall be prima facie evidence of the principal amount thereof owing and unpaid to the Swing Loan Lender, but the failure to record, or any error in so recording, any such amount on the Swing Loan Lender’s record shall not limit or otherwise affect the obligations of Borrower hereunder or under the Swing Loan Note to make payments of principal of or interest on any Swing Loan Note when due.

          (c) Each borrowing of a Swing Loan shall be subject to the limits for Alternate Base Rate Loans set forth in this Agreement. The Borrower shall request a Swing Loan by delivering to the Swing Loan Lender a Request for Loan no later than 2:00 p.m. (Cleveland time) on the requested date specifying the amount of the requested Swing Loan. Each such Request for Loan shall be irrevocable and binding on Borrower and shall obligate Borrower to accept such Swing Loan on the requested date. Notwithstanding anything herein to the contrary, a Swing Loan shall be an Alternate Base Rate Loan that shall bear interest at the Alternate Base Rate. The proceeds of the Swing Loan will be made available by the Swing Loan Lender to Borrower at the Administrative Agent’s Office (on the same Banking Day that the Request for Loan was received, if received prior to the deadline stated above on such day) by crediting the account of Borrower at such office with such proceeds.

          (d) The Swing Loan Lender shall within five (5) Banking Days after the date a Swing Loan is made, request each Lender, including the Swing Loan Lender, to make a Line Loan pursuant to Section 2.1(a) in an amount equal to such Lender’s Percentage of the amount of the Swing Loan outstanding on the date such notice is given. The Borrower hereby irrevocably authorizes and directs the Swing Loan Lender to so act on its behalf, and agrees that any amount advanced to the Administrative Agent for the benefit of the Swing Loan Lender pursuant to this Section 2.5(d) shall be considered a Line Loan pursuant to Section 2.1(a) . Unless any of the events described in Section 9.1(j) shall have occurred (in which event the procedures of Section 2.5(e) shall apply), each Lender shall make the proceeds of its Line Loan available to the Swing Loan Lender for the account of the Swing Loan Lender at the Administrative Agent’s Office prior to 1:00

p.m. (Cleveland time) in funds immediately available no later than the next Banking Day after the date such notice is given just as if the Lenders were funding an Alternate Base Rate Loan directly to Borrower, so that thereafter such Obligations shall be evidenced by the Line Notes. The proceeds of such Line Loan shall be immediately applied to repay the Swing Loans.

          (e) If prior to the making of a Line Loan pursuant to Section 2.5(d) by all of the Lenders, one of the events described in Section 9.1(j) shall have occurred, each Lender will, on the date such Line Loan pursuant to Section 2.5(d) was to have been made, purchase an undivided participating interest in the Swing Loan in an amount equal to its Percentage of such Swing Loan. Each Lender will immediately transfer to the Swing Loan Lender in immediately available funds the amount of its participation and upon receipt thereof the Swing Loan Lender will deliver to such Lender a Swing Loan participation certificate dated the date of receipt of such funds and in such amount.

          (f) Whenever at any time after the Swing Loan Lender has received from any Lender such Lender’s participating interest in a Swing Loan, the Swing Loan Lender receives any payment on account thereof, the Swing Loan Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Loan Lender is required to be returned, such Lender will return to the Swing Loan Lender any portion thereof previously distributed by the Swing Loan Lender to it.

          (g) Each Lender’s obligation to fund a Line Loan as provided in Section 2.5(d) or to purchase participating interests pursuant to Section 2.5(e) shall be absolute and unconditional and shall not be affected by any circumstance (except only the failure of the Swing Loan Lender to make the request described in Section 2.5(d) ), including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or Borrower may have against the Swing Loan Lender, Borrower or anyone else for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in the condition (financial or otherwise) of Borrower or any other member of the Consolidated Group; (iv) any breach of this Agreement or any of the other Loan Documents by any Lender; (v) the failure to satisfy all of the conditions to disbursement set forth in Article 8 ; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. No such funding or purchase by a Lender under the preceding sentence shall be deemed to be a waiver of any claim that a Lender may otherwise have against the Administrative Agent pursuant to the terms of this Agreement. The provisions of Section 2.9 shall apply to any Lender which fails or refuses to make a Line Loan or fund its participation as provided herein. Each Swing Loan, once so converted, shall cease to be a Swing Loan for the purposes of this Agreement, but shall be a Line Loan made by each Lender under its Commitment.

     2.6 Letters of Credit .

          (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the day that is thirty (30) Banking Days prior to the Maturity Date, the Administrative Agent (including any successor Administrative Agent that

takes over such position from KeyBank in accordance with the terms hereof) shall issue such Letters of Credit as Borrower may request, for the purposes provided in Section 5.9 , upon the delivery of a written request in the form of Exhibit G hereto (a “Letter of Credit Request”) to the Administrative Agent, provided that (i) upon issuance of such Letter of Credit, the Letter of Credit Exposure shall not exceed $75,000,000, (ii) the Outstanding Line Amount (after giving effect to all Letters of Credit requested thereunder) shall not exceed the Aggregate Line Commitment, (iii) the Outstanding Facility Amount (after giving effect to all letters of credit requested thereunder) shall not exceed the Facility Availability Amount, (iv) the conditions set forth in Article 8 shall have been satisfied, and (v) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. Unless the Administrative Agent otherwise consents, the term of any Letter of Credit shall not exceed the lesser of twelve (12) months or a period of time commencing on the issuance of the Letter of Credit and ending on the Banking Day which is immediately prior to the Maturity Date, provided that any such Letter of Credit may contain an automatic extension or renewal clause, so long as the final expiration date of such Letter of Credit shall not be later than the Banking Day immediately preceding the Maturity Date. The amount available to be drawn under any Letter of Credit shall reduce on a dollar for dollar basis the amount available to be drawn under the Line Commitments as a Line Loan.

          (b) Each Letter of Credit Request shall be submitted to the Administrative Agent at least three (3) Banking Days prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of Section 5.9) , and (ii) a certification by a Responsible Official of Borrower that Borrower is and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. Borrower shall further deliver to the Administrative Agent such additional applications and documents as the Administrative Agent may require, in conformity with the then standard practices of its letter of credit department in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control.

          (c) The Administrative Agent shall, if it approves of the content of the Letter of Credit Request (which approval shall not be unreasonably withheld, conditioned or delayed), and subject to the conditions set forth in this Agreement, issue the Letter of Credit. Each Letter of Credit shall be in form and substance satisfactory to the Administrative Agent in its reasonable discretion. Upon issuance of a Letter of Credit, the Administrative Agent shall promptly notify the Lenders of such issuance and shall provide copies of each Letter of Credit Request and the corresponding Letter of Credit to any Lender which requests same.

          (d) Upon the issuance of a Letter of Credit, each Lender shall be deemed to have purchased a participation therein from the Administrative Agent in an amount equal to its respective Percentage of the amount of such Letter of Credit, provided that no Lender shall be obligated to transfer funds in such amount to the Administrative Agent at such time.

          (e) Upon the issuance of each Letter of Credit, Borrower shall pay to the Administrative Agent (i) for its own account, an issuance fee equal to the greater of (A) $1,500 or (B) one eighth of one percent (0.125%) per annum to be calculated on the face amount of each Letter of Credit for the stated duration thereof, based on the actual number of days and using a 360-

day year basis, payable by Borrower on the issuance of each such Letter of Credit and on the date of any increase therein or extension thereof, plus all reasonable out of pocket costs and the Administrative Agent’s standard charges of issuing, amending and servicing such Letter of Credit and processing draws thereunder, and (ii) for the accounts of the Lenders in accordance with their Percentages in such Letter of Credit, a “Letter of Credit Fee” calculated at the rate of the Applicable Margin per annum in effect from time to time with respect to LIBOR Rate Loans on the face amount of such Letter of Credit during the period from and including the issuance date of such Letter of Credit to its expiration or termination date. The Letter of Credit Fee payable to the Lenders shall be computed on the basis of a year of 360 days and shall be payable quarterly in arrears as of the first day of each calendar quarter (commencing with the first calendar quarter following the date of issuance of the Letter of Credit) and on the Maturity Date with respect to the Line Facility. Following its receipt of any such Letter of Credit Fee, Administrative Agent shall promptly pay to each Lender its pro rata share of such Letter of Credit Fee.

          (f) If and to the extent that any amounts are drawn upon any Letter of Credit, the amounts so drawn shall, from the date of payment thereof by the Administrative Agent to either the date of reimbursement thereof by Borrower or repayment through a borrowing by Borrower of a Line Loan, bear interest at the Alternate Base Rate. Upon the receipt by the Administrative Agent of any draw or other presentation for payment of a Letter of Credit and the payment by the Administrative Agent of any amount under a Letter of Credit which is not reimbursed by Borrower within twenty four (24) hours of receipt of notice from the Administrative Agent of such draw, the Administrative Agent shall, without further notice to or the consent of Borrower, direct the Lenders to fund to the Administrative Agent in accordance with Section 2.9 on or before 1:00 p.m. (Cleveland time) on the next Banking Day following Borrower’s failure to reimburse the Administrative Agent, their respective Percentage of the amount so paid by the Administrative Agent as a Line Loan. The proceeds of such funding shall be paid to the Administrative Agent to reimburse the Administrative Agent for the payment made by it under the Letter of Credit and shall thereafter be evidenced by the Line Notes. The provisions of Section 2.9 shall apply to any Lender or Lenders failing or refusing to fund its Percentage of any such draw. The Lenders shall be required to make such Line Loans regardless of whether all of the conditions to disbursement set forth in Article 8 have been satisfied, provided that the making of such Line Loans shall not be deemed to be a waiver of any claim that a Lender may otherwise have against the Administrative Agent pursuant to this Agreement.

          (g) If, following a draw under any Letter of Credit, but prior to the making of a Line Loan with respect thereto under Section 2.6(f) above, one of the events described in Section 9.1(j) shall have occurred, each Lender will promptly pay to the Administrative Agent in immediately available funds its Percentage of the amount drawn under such Letter of Credit, and upon receipt thereof the Administrative Agent will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount funded by such Lender. The provisions of Section 2.9 shall apply to any Lender which fails or refuses to fund its participation as provided herein.

          (h) Whenever at any time after the Administrative Agent has received from any Lender such Lender’s payment of funds for its participating interest under a Letter of Credit, the Administrative Agent receives any payment on account thereof, the Administrative Agent will

distribute to such Lender its participating interest in such amount (appropriately adjusted in the case of interest payments to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment (or portion thereof) received by the Administrative Agent is required to be returned, such Lender will return to the Administrative Agent any pro rata portion thereof previously distributed by the Administrative Agent to it.

          (i) Unless otherwise approved by the Administrative Agent, each Letter of Credit shall be in an amount of not less than $100,000.

          (j) The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit.

          (k) The obligations of Borrower to the Lenders and the Administrative Agent to reimburse drawings under Letters of Credit under this Agreement shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever and irrespective of any setoff, counterclaim or defense to payment which Borrower may have or have had against the Administrative Agent or any of the Lenders (except such as may arise out of the Administrative Agent’s or any Lender’s gross negligence or willful misconduct), including, without limitation, any setoff, counterclaim or defense based upon or arising out of the following circumstances: (i) any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (ii) the existence of any claim, set off, defense or any right which Borrower may have at any time against any beneficiary or any transferee of any Letter of Credit (or persons or entities for whom any such beneficiary or any such transferee may be acting) or the Lenders (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any other person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, or any unrelated transaction; (iii) any statement or any other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (iv) any breach of any agreement between any Borrower and any beneficiary or transferee of any Letter of Credit; (v) any irregularity in the transaction with respect to which any Letter of Credit is issued, including any fraud by the beneficiary or any transferee of such Letter of Credit; and (vi) payment by the Administrative Agent under any Letter of Credit against presentation of a sight draft or a certificate which does not comply with the terms of such Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct on the part of the Administrative Agent.

          2.7 Voluntary Reduction of Aggregate Line Commitment . Borrower shall have the right, at any time and from time to time, without penalty or charge, upon at least three (3) Banking Days’ prior written notice by a Responsible Official of Borrower to the Administrative Agent, voluntarily to reduce, permanently and irrevocably, in aggregate principal amounts in an integral multiples of $1,000,000 but not less than $5,000,000, or to terminate, all or a portion of the then undisbursed portion of the Aggregate Line Commitment; provided that in no event shall the Aggregate Line Commitment be reduced to an amount less than $100,000,000 (unless terminated in

its entirety). The Administrative Agent shall promptly notify the Lenders of any reduction or termination of the Aggregate Line Commitment under this Section. Any reduction of the Aggregate Line Commitment shall be allocated pro rata among the Line Lenders in accordance with their respective Percentages of the Aggregate Line Commitment. Upon any such reduction of the Aggregate Commitment, the Swing Loan Lender and the Administrative Agent may each elect, at its option, to reduce the Swing Loan Commitment or the maximum amount of Letter of Credit Exposure pursuant to Section 2.6(a) , as the case may be, by the same percentage as the percentage reduction in the Aggregate Line Commitment.

     2.8 Increase in Aggregate Commitment .

          (a) At any time after the Closing Date of this Agreement, the Administrative Agent may in its discretion (which discretion shall not be arbitrarily or unreasonably exercised contrary to the request of Borrower so long as the conditions set forth below are satisfied), without the consent of the Lenders (except as specified in this Section 2.8) , from time to time at the request of Borrower, increase the Aggregate Commitment by (i) admitting additional Lenders hereunder (each a “Subsequent Lender”), or (ii) increasing the Commitment of any Lender (each an “Increasing Lender”), subject to the following conditions:

               (i) each Subsequent Lender is an Eligible Assignee;

               (ii) except to the extent Borrower elects to designate all or a portion of such increase in the Aggregate Commitment as a Term Facility as described in Section 2.8(b) below, Borrower executes (A) a new Line Note payable to the order of a Subsequent Lender in the amount of its Commitment, or (B) a replacement Line Note payable to the order of an Increasing Lender in the amount of its new, increased Commitment;

               (iii) each Subsequent Lender executes and delivers to the Administrative Agent a signature page to this Agreement, and each Increasing Lender executes and delivers to the Administrative Agent a new signature page to this Agreement reflecting its increased Commitment;

               (iv) after giving effect to the admission of any Subsequent Lender or the increase in the Commitment of any Increasing Lender, the Aggregate Commitment does not exceed $1,000,000,000;

               (v) no Event of Default exists; and

               (vi) no Lender shall be an Increasing Lender without the written consent of such Lender, which consent such Lender may withhold in its sole and absolute discretion.

After the admission of any Subsequent Lender or increase in the Commitment of any Increasing Lender, the Administrative Agent shall promptly provide to each Lender and to Borrower copies of the signature pages of such Subsequent Lender or Increasing Lender, and a statement of the current Aggregate Commitment and related Percentage of each Lender (which may be in the form of a revised Schedule 1.1 ).

          (b) Borrower may, at its option, elect to designate all, or any portion of at least $50,000,000, of any increase in the Aggregate Commitment under Section 2.8(a) as the Term Facility (or any portion of at least $10,000,000 with respect to any subsequent increase to the Aggregate Commitment after the Term Facility has been established), provided that each Subsequent Lender and Increasing Lender providing the Commitments so designated has agreed in writing to provide a Term Commitment or increase its Term Commitment. Any such election must be made by written notice to the Administrative Agent given along with Borrower’s request for an increase in the Aggregate Commitment under Section 2.8(a) and must specify the portion of the increase Borrower desires to so designate as Term Commitments, the Lenders that will be providing such Term Commitments. Borrower shall execute a new or replacement Term Note payable to the order of each such Subsequent Lender and Increasing Lender in the amount of such Term Lender’s Percentage of the Aggregate Term Commitment.

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

     2.10 Extension of Line Facility Maturity Date . Borrower shall have the one time right and option to extend the Maturity Date with respect to the Line Facility to August 1, 2012 (which is the day immediately preceding the fifth (5th) anniversary of the Agreement Effective Date) upon satisfaction of the following conditions precedent, which must be satisfied prior to the effectiveness of such extension of the Maturity Date:

          (a) Extension Request . Borrower shall deliver written notice of such request (the “Extension Request”) to the Administrative Agent not earlier than one hundred fifty (150) days and not later than the date which is ninety (90) days prior to the initial Maturity Date.

          (b) Payment of Extension Fee . The Borrower shall pay to the Administrative Agent, at the time of the Extension Request, for the benefit of the Lenders holding Line Commitments an extension fee equal to fifteen one-hundredths of one percent (0.15%) of the then-current Aggregate Line Commitment. Following its receipt of the Extension Fee, Administrative Agent shall promptly pay to each Lender its pro rata share of such Extension Fee.

          (c) No Default . On the date the Extension Request is given and on the initial Maturity Date there shall exist no Event of Default.

          (d) Representations and Warranties . On the date of such Extension Request Borrower shall deliver to the Administrative Agent a Certificate of a Responsible Official signed by a Senior Officer on behalf of Borrower stating that the representations and warranties contained in Article 4 (other than (i) representations and warranties which expressly speak as of a particular date or are no longer true and correct as a result of a change which is not in violation of this Agreement and (ii) as otherwise disclosed by Borrower and approved in writing by the Requisite Lenders) will be true and correct in all material respects, both immediately before and after giving effect to the Extension Request, as though such representations and warranties were made on and as of that date.

Nothing in this Section 2.10 shall give Borrower any right to extend the Maturity Date with respect to the Term Facility.

     2.11 Unencumbered Pool . Borrower may at any time add a Qualified Unencumbered Project to the Unencumbered Pool pursuant to this Section 2.11 , which process shall be initiated by delivery by Borrower to the Administrative Agent (which the Administrative Agent shall promptly distribute to the Lenders) of a description, in reasonable detail, of the Qualified Unencumbered Project, the most recent year operating income statement related thereto (to the extent available), cash flow projections for such property for the next twelve (12) months, a rent roll for such Project, and a certification of a Senior Officer of Borrower that Borrower has obtained a reasonably current (but in no event older than twelve months) Phase I environmental site assessment prepared by a qualified independent expert with respect to such Qualified Unencumbered Project which provides that there are no recognized environmental conditions thereon that require further action. If any such Project to be added to the Unencumbered Pool hereafter is not wholly-owned in fee simple by Borrower or a Wholly-Owned Subsidiary of Borrower and Borrower is seeking approval for the inclusion of such Project in the Unencumbered Pool as an Exception Project, Borrower must also deliver either the agreement creating the leasehold interest in such Project or the organizational documents for the direct or indirect owners of such Project, together with any related resolutions and consents, as the case may be. The Administrative Agent shall determine, in its reasonable discretion, whether or not such agreement is a Mortgageable Ground Lease or whether or not such organizational documents, resolutions and consents properly authorize the owner of such Project to execute the Joinder Agreement, as the case may be. Upon the satisfaction of all criteria specified in this Agreement, such Qualified Unencumbered Project presented by Borrower for inclusion in the Unencumbered Pool shall be deemed added to and to constitute part of the Unencumbered Pool and the Administrative Agent shall so notify Borrower and the Lenders in writing. Borrower may remove a property from the Unencumbered Pool by delivery to the Administrative Agent (for distribution to the Lenders) of a written notice to that effect, accompanied by a Certificate of a Senior Officer of Borrower setting forth the revised Borrowing Base resulting from such removal,

which removal shall be effective on the third (3rd) day after the date of such notice. The Administrative Agent may, upon five (5) Banking Days’ notice to Borrower, remove any Project from the Unencumbered Pool which at any time fails to continue to meet the requirements of a Qualified Unencumbered Project , as specified in this Agreement. Upon the effective date of any such removal under either of the two preceding sentences, the Borrowing Base shall be reduced and Borrower shall make any principal prepayment that may be required under Section 3.1(e) as a result of such reduction in the Borrowing Base. Upon any removal of a Project from the Unencumbered Pool by Borrower or the Administrative Agent pursuant to this Section 2.11 , the applicable Subsidiary Guarantor shall be released from all obligations under the Subsidiary Guaranty and the Administrative Agent shall provide to Borrower, on behalf of itself and the Lenders, a written acknowledgement thereof.

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) In the event that any additional interest becomes due and payable for any period with respect to a Loan as a result of the Applicable Margin being changed due to any change in the Leverage Ratio, and the interest for such period has previously been paid by Borrower, Borrower shall pay to the Administrative Agent for the account of the Lenders the amount of such increase within ten (10) days of demand.

          (e) If not sooner paid, the principal Indebtedness evidenced by the Notes shall be payable as follows:

               (i) the amount, if any, by w