Exhibit 10.1
 EXECUTION COPY
 UNSECURED CREDIT AGREEMENT
 DATED AS OF JULY 14, 2011

AMONG
 BIOMED REALTY, L.P.,
AS BORROWER
 AND
 KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT AND CO-LEAD ARRANGER
 AND
 WELLS FARGO BANK NATIONAL ASSOCIATION,
AS SYNDICATION AGENT
 AND
 WELLS FARGO SECURITIES, LLC
AS CO-LEAD ARRANGER
 AND
 U.S. BANK NATIONAL ASSOCIATION,
AS DOCUMENTATION AGENT
 AND
 THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO,
AS LENDERS




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UNSECURED CREDIT AGREEMENT
 Dated as of July 14, 2011
 Section 2.8 Section 11.8
     ARTICLE 1
 DEFINITIONS AND ACCOUNTING TERMS
 Defined Terms
 Absolute Interest Period
 Absolute Rate
 Adjusted EBITDA
 Adjusted NOI




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Adjusted Unencumbered NOI
 Administrative Agent
 Administrative Agents Office
 Advance Article 2
 Affected Lender Section 11.8(f)
 Affiliate provided
 Aggregate Commitment to Section 2.7 Section 2.8 Schedule 1.1
 Agreement
 Applicable Margin Schedule 1.2
  - 2 -




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ASC 805
 Banking Day
 Base Rate Schedule 1.2 Schedule 1.2 Schedule 1.2
 Base Rate Advance Article 2
 Base Rate Loan Article 2
 BioMed Pro Rata Share
 Borrowing Date
 Capital Lease Obligations
 Capital Reserves
 Capitalization Rate
  - 3 -




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Cash Equivalents
          - 4 -




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Certificate
 CFLS Project
 Closing Date Section 8.1
 Code
 Commitment Schedule 1.1 Section
2.1(a Section 2.4 Section 2.6 Section 2.5
 Commitment Assignment and Acceptance Exhibit A
 Competitive Bid Advance Section 2.4
 Competitive Bid Borrowing Notice Section 2.4(f)
 Competitive Bid Lender
 Competitive Bid Loan Section 2.4
 Competitive Bid Note Exhibit D-2
 Competitive Bid Quote Exhibit C-3
 Competitive Bid Quote Request Exhibit C-1
  - 5 -




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Competitive LIBOR Margin
 Competitive LIBOR Rate
 Compliance Certificate Exhibit B
 Confidential Information Article 7
 Consolidated Group
 Consolidated Group Pro Rata Share
 Consolidated Outstanding Indebtedness
  - 6 -




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Continuing Tenant
 Contractual Obligation
 Controlled Entity subclauses (i) (iv) clause (b)
 Credit Rating
 Debt Offering
 Debt Service
 Debtor Relief Laws
 Default Section 9.1
  - 7 -




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Default Rate Section 3.6
 Defaulting Lender
 Designated Deposit Account
 Designated Lender
  - 8 -




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Designation Agreement Exhibit I
 Distribution
 Dollars $
 EBITDA provided
 Eligible Assignee
  - 9 -




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subclauses (B) (C) clause (e) provided Section 11.21
 Employee Plan
 Equity Offering
 ERISA
 ERISA Affiliate
 Event of Default Section 9.1
 Excluded Tenant
  - 10 -




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Existing Letters of Credit
 Facility
 Facility Fee
 Facility Fee Percentage Schedule 1.2
 Federal Funds Effective Rate
 Fee Letter
 Fiscal Quarter
 Fiscal Year
 Fitch
 Fixed Charge Coverage Ratio sum plus plus
 Funds From Operations less plus plus plus plus
  - 11 -




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Funded Percentage
 Generally Accepted Accounting Principles GAAP Section 1.3
 Governmental Agency
 Gross Asset Value divided plus divided plus plus plus
  - 12 -




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Guarantor
 Guarantee or Guaranteed Obligation provided however
 Guaranty Exhibit H
 Hazardous Materials
 Hazardous Materials Laws
 Income-Producing Project
 Indebtedness
  - 13 -




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Intangible Assets including
 Interest Expense
 Interest Period
 Investment minus
  - 14 -




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Investment Affiliate
 Invitation for Competitive Bid Quotes Exhibit C-2 Section 2.4
 Laws
 Lender Section 2.8 Section 11.8
 Letter of Credit
 Letter of Credit Exposure plus
 Letter of Credit Fee Section 2.6(e)
 Letter of Credit Request Section 2.6
 LIBOR Base Rate
 LIBOR Lending Office
  - 15 -




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LIBOR Period Section 2.1(d) provided
     LIBOR Rate
 LIBOR Rate Advance Article 2
 LIBOR Rate Loan Article 2
 Lien including
 Line Advance Section 2.1(a)
 Line Loan Section 2.1(a)
 Line Note Exhibit D-1
  - 16 -




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Loan Section 2.1(a) Section 2.4 Section 2.5
 Loan Documents
 Margin Stock
 Material Adverse Effect
 Maturity Date Section 2.10
 Monthly Payment Date
 Moodys
 Mortgageable Ground Lease
 Multiemployer Plan
 Negative Pledge
 Net Income
  - 17 -




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Net Rentable Area
 Net Worth minus
 New Tenant
 NOI less
 Non-Recourse Indebtedness
 Notes
  - 18 -




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Obligations including including
 Offer Section 2.4(d)(i)
 One Day LIBOR Rate
 Opinions of Counsel
 Outstanding Competitive Bid Amount
 Outstanding Facility Amount
 Outstanding Line Amount
 Overall Leverage Ratio
 Parent
 Party
 PBGC
 Pension Plan
  - 19 -




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Percentage
 Permitted Business Activities Section 6.13
 Permitted Liens Section 6.14
 Person including
 Preferred Distributions
 Preferred Equity
 Prime Rate
 Prior Agreement
 Project
 Property
  - 20 -




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Redevelopment Project
 Regulation D
 Regulations T, U and X
 Request for Loan Exhibit E
 Requirement of Law
 Requisite Lenders
 Replacement Lender Section 11.8(f)
 Reserve Percentage
 Responsible Official
  - 21 -




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S&P
 Secured Indebtedness
 Senior Officer
 Special LIBOR Circumstance
 Stabilization
 Subsidiary
  - 22 -




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Swap Agreement
 Swing Loan Commitment Section 2.7
 Swing Loan Lender
 Swing Loan Note Section 2.5
 Swing Loans Section 2.5
 to the best knowledge of
 Total Unencumbered Asset Value divided plus divided plus divided plus
  - 23 -




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divided plus plus
 Total Unsecured Indebtedness
 type
  - 24 -




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Unencumbered Subsections 6.14(a)-(e) Section 6.14(f)
 Unencumbered Owner
 Unencumbered Projects
 Unsecured Debt Service Amount
 Unsecured Debt Service Coverage Ratio
 Unsecured Leverage Ratio
 Unstabilized Project
 Wholly-Owned Subsidiary
 Use of Defined Terms
 Accounting Terms
  - 25 -




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Article 7
 Exhibits and Schedules
 Miscellaneous Terms
 ARTICLE 2
 LOANS
 Loans Generally
     - 26 -




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Article 8
    Section 2.2 2.3
 Base Rate Loans Section 2.3 Section 2.4
 LIBOR Rate Loans
       - 27 -




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Competitive Bid Loans
 Competitive Bid Option Section
2.1(a) Section 2.1(a) Section
2.4 Section 2.4
 Competitive Bid Quote Request Section 2.4 Exhibit C-1
      Exhibit C-1
 Invitation for Competitive Bid Quotes Section 2.4(b) Exhibit C-2 Section 2.4
  - 28 -




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Submission and Contents of Competitive Bid Quotes
 Section 2.4(d)
 Exhibit C-3
     Section 2.4(i)
  - 29 -




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Section 2.4(d)(ii),
 Exhibit C-3
  Section 2.4(d)(i).
 Section 2.4(d)(iii)
 Notice to Borrower Section 2.4(d)
 Acceptance and Notice by Borrower Section 2.4(e) Section 2.4(d)(iii)
   Section 2.4(d)(iii)
  - 30 -




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Allocation by Administrative Agent
 Other Terms Section 2.4 Section 2.1(a)
 Designated Lenders Section 2.4(d)(ii)(5)
 Swing Loan Commitments
 Section 2.5 Article 8
  - 31 -




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Exhibit F
  Section
2.1(a) Section
2.5(d) Section 2.1(a) Section 9.1(j) Section 2.5(e)
  - 32 -




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Section 2.5(d) Section 9.1(j) Section 2.5(d)
  Section 2.5(d) Section 2.5(e) Section 2.5(d) Article 8 Section 2.9
 Letters of Credit
 Exhibit
G Article 8
  - 33 -




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Section 9.1
      - 34 -




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Section 2.9 Section 2.9 Article 8
 Section 2.6(f) Section
9.1(j) Section 2.9
   - 35 -




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Voluntary Reduction of Aggregate Commitment Section 2.6(a)
  - 36 -




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Increase in Aggregate Commitment Section 2.8)
       Schedule 1.1
 Administrative Agents Right to Assume Funds Available for Loans
  - 37 -




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Extension of Line Facility Maturity Date
 Extension Request
 Payment of Extension Fee
 No Default
 Representations and Warranties Article 4
 ARTICLE 3
 PAYMENTS AND FEES
 Principal and Interest
   - 38 -




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Section 3.6 Section 3.1(b)
 Section 3.6
  Section 9.2(e)
 Section
3.5(d) Section
3.5(d)
  - 39 -




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Other Fees
 Facility Fees
 Increased Commitment Costs Section 3.4 Section 3.4
  - 40 -




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LIBOR Costs and Related Matters
  Section 11.21
     - 41 -




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Section 3.5(d)
      - 42 -




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Section 2.4(b)(v)
  - 43 -




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Section 3.5 Section
3.5
 Late Payments
 Computation of Interest and Fees
 Non Banking Days
 Manner and Treatment of Payments
 Sections 3.4 3.5 11.3 11.11 11.22
  - 44 -




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Section 10.6(g)
 Section
11.21
  - 45 -




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Funding Sources
 Failure to Charge Not Subsequent Waiver Section 3.6 Section 3.6
 Administrative Agents Right to Assume Payments Will be Made by Borrower
 Calculations Detail Article 3
 Survivability Sections 3.4 3.5
 ARTICLE 4
 REPRESENTATIONS AND WARRANTIES
  Existence and Qualification; Power; Compliance With Laws
  - 46 -




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Authority; Compliance With Other Agreements and Instruments and Government
Regulations
      Section
4.2(e)
 No Governmental Approvals Required
  - 47 -




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Subsidiaries Schedule 4.4 Schedule 4.4
 Financial Statements
 No Other Liabilities; No Material Adverse Changes Section 4.5
  Intangible Assets
  Litigation
  - 48 -




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Schedule 4.10
 Binding Obligations
 No Default
 ERISA
       Regulations T, U and X; Investment Company Act
  - 49 -




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Disclosure
 Tax Liability
 Hazardous Materials Schedule 4.17
 [Intentionally Omitted]
 Projects Section 4.19
  - 50 -




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Schedule 4.19
 Brokers
 Other Debt
 Solvency
 No Fraudulent Intent
 Transaction in Best Interests of Borrower and Guarantor; Consideration
  - 51 -




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No Bankruptcy Filing
 OFAC Representation
 ARTICLE 5
 AFFIRMATIVE COVENANTS OTHER THAN
INFORMATION AND REPORTING REQUIREMENTS
  Payment of Taxes and Other Potential Liens
 Preservation of Existence
  - 52 -




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Maintenance of Projects
 Maintenance of Insurance
 Compliance With Laws
 Permitted Business Activities
 Keeping of Records and Books of Account
 Compliance With Agreements
 Use of Proceeds Section 6.13
 Hazardous Materials Laws
  - 53 -




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REIT Status
  Inspection of Properties and Books
 More Restrictive Agreements Sections 6.1 6.3 6.5 6.13 Section 5.15
  - 54 -




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Distributions of Income to Borrower and Guarantor
 ARTICLE 6
 NEGATIVE COVENANTS
 Section 12.1
 Mergers and Consolidations
 ERISA
 Permitted Business Activities
 Transactions with Affiliates
  - 55 -




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Overall Leverage Ratio
 Unsecured Leverage Ratio
 Fixed Charge Coverage
 Distributions
 Net Worth
 Unsecured Debt Service Coverage
 Secured Indebtedness
  Permitted Investments
    - 56 -




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Sections 6.13 (a)-(c)
  Liens
        - 57 -




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Section 6.14
  Formation Documents
 ARTICLE 7
 INFORMATION AND REPORTING REQUIREMENTS
 Financial and Business Information
      - 58 -




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Section 7.1
    - 59 -




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Section
7.1(e) Section 7.1
  Compliance Certificates Sections 7.1(a) 7.1(c) 7.1(e)
  - 60 -




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ARTICLE 8
 CONDITIONS
 Initial Advances
          - 61 -




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Section 11.3
 Article 4
      Any Advance
 Article 4
 Article 2
    - 62 -




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ARTICLE 9
 EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT
 Events of Default
   Article 6 Sections
6.1, 6.2, 6.3, 6.4 6.14 6.16
 Section 7.1(k)
 Section
9.1
  - 63 -




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- 64 -




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Remedies Upon Event of Default
 Section 9.1(j
 Section 12.1
   - 65 -




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Section 9.1(j):
 Section 12.1
     - 66 -




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Section 2.6(a) Section 3.1 Section 2.6(a))
 ARTICLE 10
 THE ADMINISTRATIVE AGENT
 Appointment and Authorization Section 10.8
 Administrative Agent and Affiliates Section 10.2
  - 67 -




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Proportionate Interest in any Collateral Section 9.2(d),
 Lenders Credit Decisions
 Action by Administrative Agent
   Section 12.1
  - 68 -




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Section 12.1 Section 12.1
 Liability of Administrative Agent
    Article 8
   - 69 -




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Indemnification Section 11.3 Section 10.7
  - 70 -




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Successor Administrative Agent Article 10 Sections 11.3 11.11 11.22 Section 11.3
  - 71 -




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No Obligations of Borrower Article 10
 Agents
 ARTICLE 11
 MISCELLANEOUS
 Cumulative Remedies; No Waiver Article
8
  Costs, Expenses and Taxes
  - 72 -




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Section 11.21 Section 11.11 Section 11.3
 Nature of Lenders Obligations
 Survival of Representations and Warranties
  - 73 -




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Notices
 Execution of Loan Documents
 Binding Effect; Assignment; Replacement
   - 74 -




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Section 7.1
  - 75 -




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Schedule 1.1
 Sections 11.11 11.22
  - 76 -




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Section 3.4 Section
3.5(a) Section 3.5(b) Section 3.9(d) Section 11.8(b) provided Section 3.4 Section 3.5(a) Section 3.5(b) Section 11.8(b) Section 11.8(f) Section 11.8(f) Section 11.8(b) Section 11.8(f) Section 11.8(b) Section
11.8(f) Section 11.28(e)
 Right of Setoff Section 11.10 Article 9 any and all rights
to require administrative agent or any Lender to exercise its rights or remedies with respect to
any other collateral which secures the loan (if any), prior to exercising its right of setoff with
respect to such deposits, credits, or other property of borrowers, are hereby, knowingly,
voluntarily, and irrevocably waived.
  - 77 -




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Sharing of Setoffs Section 11.10 Section 11.10
 Indemnity by Borrower Section 3.9(d)
  - 78 -




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Section 11.11 Section 11.11
 Nonliability of the Lenders
     - 79 -




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Section 11.11
 No Third Parties Benefited Sections 11.8 11.11 11.22
 Confidentiality
 Confidentiality Section
11.14
  - 80 -




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Disclosures provided clauses (b)(iv) (vi) provided provided Section 11.14(b) Section 11.14(b)
  - 81 -




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No Rights in Confidential Information Section 11.14 provided
 Survival Section 11.14 Section 11.14(d)
 Injunctive Relief Section 11.14
  - 82 -




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No Fiduciary Duty
 Separate Action Section 11.14 Section
11.14
 Further Assurances
 Integration provided
 Governing Law
 Severability of Provisions
 Headings
 Time of the Essence
  - 83 -




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Delivery of Tax Forms Section 11.8 Section 11.8(e) Section 11.8
 Hazardous Material Indemnity
  - 84 -




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Sections
4.17 5.10 Section 11.22
 [ ]
 Consent to Jurisdiction
  - 85 -




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11.24. Waiver Of Right To Trial By Jury Each party to this
agreement hereby expressly waives any right to trial by jury of any claim, demand, action or cause
of action arising under any loan document or in any way connected with or related or
incidental to the dealings of the parties hereto or any of them with respect to any loan document,
or the transactions related thereto, in each case whether now existing or hereafter arising, and
whether sounding in contract or tort or otherwise; and each party hereby agrees and consents that
any such claim, demand, action or cause of action shall be decided by court trial without a jury,
and that any party to this agreement may file an original counterpart or a copy of this section
with any court as written evidence of the consent of the signatories hereto to the waiver of their
right to trial by jury.
 11.25. Purported Oral Amendments Borrower expressly
acknowledges that this agreement and the other loan documents may only be amended or modified, or
the provisions hereof or thereof waived or supplemented, by an instrument in writing that complies
with section 12.1. Borrower agrees that it will not rely on any course of dealing, course
of performance, or oral or written statements by any representative of the administrative agent or
any Lender that does not comply with section 12.1 to effect an amendment, modification,
waiver or supplement to this agreement or the other loan documents.
 Replacement of Notes
 Defaulting Lenders
 Section 10.8
  - 86 -




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Section 11.28(b) Section
11.28(b) Section 11.28(b) Section 11.28(b)
 Section 11.28(c)
 Section 11.8
  - 87 -




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Section 11.28
 ARTICLE 12
 AMENDMENTS; CONSENTS
 Amendments; Consents Section 3.2 Article 10
  Section 2.10
  Section 12.1
     - 88 -




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Section
12.1 Section 12.1
 [Signature pages follow.]
  - 89 -




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BORROWER:BIOMED REALTY, L.P., a Maryland limited partnershipBy:
    
    BioMed Realty Trust, Inc., its soleGeneral PartnerBy:
    
    /s/ Greg LubushkinPrint Name: Greg LubushkinTitle: Chief Financial OfficerAddress:BioMed Realty, L.P.17190 Bernardo Center DriveSan Diego, CA 92128Attn: Vice President, Real Estate CounselTelephone: (858) 207-5850Facsimile: (858) 485-9843
   S-1




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ADMINISTRATIVE AGENT:KEYBANK NATIONAL ASSOCIATION,as Administrative AgentBy:
    
    /s/ Michael P. SzubaPrint Name: Michael P. SzubaTitle: Vice PresidentAddress:KeyBank  Real Estate Capital127 Public Square, 8th FloorMail Code: OH-01-27-0839Cleveland, OH 44114Telephone: (216) 689-5984Facsimile: (216) 689-4997Attention: Michael P. SzubaLENDERS:Commitment: $86,500,000
    
    KEYBANK NATIONAL ASSOCIATION,individually and as Administrative AgentBy:
    
    /s/ Michael P. SzubaPrint Name: Michael P. SzubaTitle: Vice PresidentAddress:KeyBank  Real Estate Capital127 Public Square, 8th FloorMail Code: OH-01-27-0839Cleveland, OH 44114Phone: (216) 689-5989Facsimile: (216) 689-4997Attention: Michael P. Szuba
   S-2




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Commitment: $86,500,000
    
    WELLS FARGO BANK, N.A., individually andas Syndication AgentBy:
    
    /s/ Dale NorthupPrint Name: Dale NorthupTitle: Vice PresidentAddress:Wells Fargo Bank, N.A.401 B Street, Suite 1100San Diego, CA 92101Telephone: (619) 699-3025Facsimile: (619) 699-3105Attention: Dale Northup, Vice President
   S-3




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Commitment: $60,000,000
    
    U.S. BANK NATIONAL ASSOCIATION,a national banking association, individually and asDocumentation AgentBy:
    
    /s/ Michael ParisName: Michael ParisTitle: Vice PresidentAddress:U.S. Bank National Association4747 Executive Drive, 3rd FloorSan Diego, CA 92121Telephone: (858) 334-0703Facsimile: (858) 334-_____Attention: Michael Parris
   S-4




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Commitment: $60,000,000
    
    RAYMOND JAMES BANK, FSBBy:
    
    /s/ Alexander L. RodyPrint Name: Alexander L. RodyTitle: Senior Vice PresidentAddress:710 Carillon ParkwaySt. Petersburg, FL 33716Telephone: (727) 567-4196Facsimile: (727) 567-8830Attention: Thomas G. Scott
   S-5




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Commitment: $50,000,000
    
    UBS LOAN FINANCE LLCBy:
    
    /s/ Irja R. OtsaPrint Name: Irja R. OtsaTitle: Associate DirectorBy:
    
    /s/ Mary E. EvansPrint Name: Mary E. EvansTitle: Associate DirectorAddress:677 Washington BoulevardStamford, CT 06901Telephone: (203) 719-3167Facsimile: (203) 719-3888Attention: Denise Bushee
   S-6




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Commitment: $50,000,000
    
    MORGAN STANLEY BANK, N.A.By:
    
    /s/ Melissa JamesPrint Name: Melissa JamesTitle: Authorized SignatoryAddress:One Utah Center201 South Main Street, 5th FloorSalt Lake City, UT 84111Telephone: (801) 236-3655Facsimile: (718) 233-0967Attention: Carrie D. Johnson
   S-7




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Commitment: $50,000,000
    
    DEUTSCHE BANK TRUST COMPANYAMERICASBy:
    
    /s/ J.T. Johnston CoePrint Name: J.T. Johnston CoeTitle: Managing DirectorBy:
    
    /s/ George R. ReynoldsPrint Name: George R. ReynoldsTitle: DirectorAddress:Deutsche Bank Securities, Inc.200 Crescent Court, Suite 550Dallas, TX 75201Telephone: (214) 740-7904Facsimile: (214) 740-7910Attention: Linda Davis, Director
   S-8




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Commitment: $43,000,000
    
    THE SUMITOMO MITSUI BANKINGCORPORATIONBy:
    
    /s/ William G. KarlPrint Name: William G. KarlTitle: General ManagerAddress:601 South Figueroa Street, Suite 1800Los Angeles, CA 90017Telephone: (213) 452-7800Facsimile: (213) 623-6832Attention: William G. Karl, General Manager
   S-9




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Commitment: $43,000,000
    
    RBS CITIZENS, N.A. dba CHARTER ONEBy:
    
    /s/ Michelle L. LylesPrint Name: Michelle L. LylesTitle: Assistant Vice PresidentAddress:1215 Superior Avenue6th Floor M/C: OHS-675Cleveland, Ohio 44114Telephone: 216.277.0051Facsimile: 216.277.4600Attention: Erin L. Mahon
   S-10




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Commitment: $43,000,000
    
    REGIONS BANKBy:
    
    /s/ Cathy BaillisPrint Name: Cathy BaillisTitle: Senior Vice PresidentAddress:3050 Peachtree Road NW, Suite 400Atlanta, GA 30305Telephone: (404) 995-7648Facsimile: (404) 279-7475Attention: Paul Burgan, Vice President
   S-11




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Commitment: $43,000,000
    
    PNC BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ Tyler LowryPrint Name: Tyler LowryTitle: Assistant Vice PresidentAddress:249 Fifth AvenueOne PNC Plaza, P1-POPP-19-3Pittsburgh, PA 15222Telephone: (412) 768-1821Facsimile: (412) 762-6500Attention: Tyler Lowry, Assistant Vice President
   S-12




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Commitment: $30,000,000
    
    COMERICA BANKBy:
    
    /s/ Charles WeddellPrint Name: Charles WeddellTitle: Vice PresidentAddress:3551 Hamlin Road, MC2390Auburn Hills, MI 48326Telephone: (248) 371-6283Facsimile: (248) 371-7920Attention: Charles Weddell, Vice President
   S-13




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Commitment: $30,000,000
    
    TD BANK, N.A.By:
    
    /s/ David YesuePrint Name: David YesueTitle: Vice PresidentAddress:Commercial Real Estate LendingTD Bank, N.A.370 Main Street, 2nd FloorWorcester, MA 01608Telephone: (508) 368-6921Facsimile: (508) 368-6522Attention: David Yesue, Vice President
   S-14




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Commitment: $25,000,000
    
    SOVEREIGN BANKBy:
    
    /s/ Peter A. OlivierPrint Name: Peter A. OlivierTitle: Senior Vice PresidentAddress:75 State StreetBoston, MA 02109Telephone: (617) 346-7314Facsimile: (617) 757-5852Attention: Amit Shah, Credit Officer
   S-15




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Commitment: $10,000,000
    
    THE BANK OF EAST ASIA, LIMITED, LOSANGELES BRANCHBy:
    
    /s/ Chong TanPrint Name: Chong TanTitle: Vice President and Credit ManagerBy:
    
    /s/ David LohPrint Name: David LohTitle: Chief Lending OfficerAddress:388 East Valley Boulevard, Suite 218Alhambra, CA 91801Telephone: (626) 656-8838Facsimile: (626) 656-8833Attention: Jonathan Kuo
   S-16




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Commitment: $10,000,000
    
    BANK HAPOALIM BMBy:
    
    /s/ Charles McLaughlinPrint Name: Charles McLaughlinTitle: Senior Vice PresidentBy:
    
    /s/ James SurlessPrint Name: James SurlessTitle: Vice PresidentAddress:1177 Avenue of the AmericasNew York, NY 10036Telephone: (212) 782-2342Facsimile: (212) 782-2382Attention: Charles McLaughlin,Senior Vice President
   S-17




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Commitment: $10,000,000
    
    MEGA INTERNATIONAL COMMERCIALBANK CO., LTD., NEW YORK BRANCHBy:
    
    /s/ Priscilla HsingPrinted Name:  Priscilla HsingTitle: VP & DGMAddress:65 Liberty StreetNew York, NY 10005Telephone: (212) 815-9107Facsimile: (212) 766-5006Attention: Ifen Lee
   S-18




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Commitment: $10,000,000
    
    LAND BANK OF TAIWAN, NEW YORK BRANCHBy:
    
    /s/ Henry LeuPrint Name: Henry LeuTitle: Senior Vice President and General ManagerAddress:100 Wall Street, 14th FloorNew York, NY 10005Telephone: (917) 542-0232Facsimile: (917) 542-0288Attention: Mitch Chang, Manager
   S-19




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Commitment: $10,000,000
    
    CHANG HWA COMMERCIAL BANK, LTD.,NEW YORK BRANCHBy:
    
    /s/ Eric Y.S. TsaiPrint Name: Eric Y.S. TsaiTitle: Vice President and General ManagerAddress:685 Third Avenue, 29th FloorNew York, NY 10017Telephone: (212) 651-9770 Ext. 24Facsimile: (212) 651-9785Attention: Lauren Chen, Loan Officer
   S-20




---



##### 



EXHIBIT A   FORM OF ASSIGNMENT AND ACCEPTANCE
 Assignment and Acceptance   Assignor   Assignee
 RECITALS
 Credit Agreement Borrower Lenders Agent
 Line Commitment
 
 Assigned Amount
  Assignment and Acceptance
 Assignees Percentage Share
  EXHIBIT A-1




---



##### 



Section 5 provided Sections 11.11 and 11.22
 
 
 Payments
 Section 1
 Section 11.8(d)
   Re-Allocation of Payments Section 2.3 Section 2.3
  EXHIBIT A-2




---



##### 



Independent Credit Decision Section 7.1
 Effective Date; Notices
 Effective Date provided
  Section 11.8(b)
  Section 2.2
 Schedule 1
 [Agent. [INCLUDE ONLY IF ASSIGNOR IS AGENT]
   Withholding Tax Section 11.21
  EXHIBIT A-3




---



##### 



Representations and Warranties
     EXHIBIT A-4




---



##### 



Further Assurances
 Miscellaneous
        EXHIBIT A-5




---



##### 



[ASSIGNOR]By:Name:Title:Address:[ASSIGNEE]By:Name:Title:Address:
  EXHIBIT A-6




---



##### 



SCHEDULE 1 TO EXHIBIT A
 NOTICE OF ASSIGNMENT AND ACCEPTANCE
 
  
  Credit
Agreement Borrower Agent
 Assignor  Assignee Assignment and Acceptance
   EXHIBIT A-7




---



##### 



Name:Address:Attention:Telephone:Telecopier:
  Account #:At:Reference:Attention:
  [REMAINDER OF PAGE INTENTIONALLY BLANK]
  EXHIBIT A-8




---



##### 



Very truly yours,[ASSIGNOR]By:Name:Title:[ASSIGNEE]By:Name:Title:
 
 
 By:Name:Title:
 BIOMED REALTY, L.P., a Maryland limited partnership,
as BorrowerBy:
    
    BioMed Realty Trust, Inc., its sole
General PartnerBy:Print Name:Title:
  EXHIBIT A-9




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##### 



EXHIBIT B
 FORM OF COMPLIANCE CERTIFICATE
  TO:
    
    KeyBank National Association (Agent) and Lenders (as defined below).
 Credit Agreement Borrower
    
     
  EXHIBIT B-1




---



##### 



EXHIBIT B-2




---



##### 



BIOMED REALTY, L.P., a Maryland limited partnershipBy:
    
    BioMed Realty Trust, Inc., its sole general
PartnerByNameTitle
  EXHIBIT B-3




---



##### 



SCHEDULE 1 TO EXHIBIT B   NEW SUBSIDIARIES OR INVESTMENT AFFILIATES
 [OtherInformationReasonablyDescription of
    
    
    Required byName
    
    Structure
    
    
    Ownership
    
    
    Property Owned
    
    
    Agent]1.2.3.
  EXHIBIT B-4




---



##### 



SCHEDULE 2 TO EXHIBIT B
 INFORMATION REGARDING  PROJECTS AND INDEBTEDNESS
 I.
    
    Projects Owned by the Consolidated Group or in which a member of the Consolidated Group
Owns an Interest.
 Description and Locationof Project
    
    Type of Interest Held
    
    
    Acquisition Date
    
    
    Acquisition Cost1.2.3.
 II.
    
    Indebtedness of the Consolidated Group.
 Original
    
    CurrentPrincipal
    
    Amount
    
    
    
    
    
    
    Maturity
    
    
    Extension
    
    
    Interest
    
    
    
    
    
    
    Recourse/Amount
    
    Outstanding
    
    
    Holder
    
    
    Date
    
    
    Options
    
    
    Rate
    
    
    Collateral
    
    
    Nonrecourse1.2.3.
 III.
    
    Unstabilized Projects.
 Description and Location ofProject
    
    Status of Development
    
    
    Name of Owner1.2.3.
  EXHIBIT B-5




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##### 



SCHEDULE 3 TO EXHIBIT B   TOTAL UNENCUMBERED ASSET VALUE CALCULATION
 Contributions of Unencumbered Projects to Total Unencumbered Asset Value (All amounts
previously multiplied by BioMed Pro Rata Share or Consolidated Group Pro Rata Share where
applicable)
 Contribution toTotal UnencumberedApplicable
    
    
    Cost Basis or
    
    
    Asset Value BeforeProperty Description
    
    Adjusted NOI*
    
    
    Capitalization Rate
    
    
    Acquisition Cost **
    
    
    Reductions1.
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $2.
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $__.
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $$Single Project
Concentration
Reduction***
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (
    )Non-Wholly Owned
Reduction****
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (
    )Unstabilized
Project
Reduction*****
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (
    )Unencumbered Land
Parcel
Reduction******
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    (
    )$
 *
    
    For Unencumbered Projects other than Unstabilized Projects and Projects acquired after first
day of applicable Fiscal Quarter**
    
    For Unencumbered Projects that are Unstabilized Projects or are Projects acquired after first
day of applicable Fiscal Quarter***
    
    No individual Income-Producing Project may contribute more than 20% of the total amount of
the Total Unencumbered Asset Value, as provided in the definition thereof.****
    
    Unencumbered Projects not owned by Borrower or a Wholly-Owned Subsidiary in the aggregate
cannot contribute more than 10% of the total amount of the Total Unencumbered Asset Value, as
provided in the definition thereof.*****
    
    Unstabilized Projects in the aggregate cannot contribute more than 10% of the total amount
of the Total Unencumbered Asset Value, as provided in the definition thereof.******
    
    Unencumbered land parcels in the aggregate cannot contribute over 5% of the total amount of
the Total Unencumbered Asset Value, as provided in the definition thereof. 
  EXHIBIT B-6




---



##### 



SCHEDULE 4 TO EXHIBIT B
 FINANCIAL COVENANTS CALCULATION
 A. Compliance with Section 6.5 of the Credit Agreement (Overall Leverage Ratio)1. Consolidated Outstanding Indebtedness
    
    $2. Gross Asset Value
    
    $3. Overall Leverage Ratio (Line A1 divided by Line A2 multiplied by 100)
    
    
    
    %Line A3 shall be less than or equal to 60%B. Compliance with Section 6.6 of the Credit Agreement (Unsecured Leverage Ratio)1. Total Unsecured Indebtedness
    
    $2. Total Unencumbered Asset Value
    
    $3. Unsecured Leverage Ratio (Line B1 divided by Line B2 multiplied by 100)
    
    
    
    %Line B3 shall be less than or equal to 60%C. Compliance with Section 6.7 of the Credit Agreement (Fixed Charge Coverage)1. Adjusted EBITDA
    
    $2. Interest Expense
    
    $3. Scheduled principal payments due and payable for most recent
fiscal quarter for which financial results have been reported
(excluding balloon payments)
    
    $4. Preferred Distributions of Consolidated Group
    
    $5. Preferred Distributions of each Investment Affiliate multiplied
by Consolidated Group Pro Rata Share for such Affiliate
    
    $6. Fixed Charge Coverage ratio (Line C1 to the sum of
Line C2 thru Line C5)
    
    ___ to ____Line C6 shall be greater than or equal to 1.50 to 1.00.D. [Intentionally Omitted.]
  EXHIBIT B-7




---



##### 



E. Compliance with Section 6.9 of the Credit Agreement (Net Worth)1. Gross Asset Value
    
    $2. Consolidated Outstanding Indebtedness
    
    $
    (
    )3. Net Worth (Line E1 minus Line E2)
    
    $4. Minimum Net Worth established at the Closing Date
    
    $
    2,000,000,0005. Net proceeds from all Equity Offerings after the Closing Date
    
    $6. Line E4 plus the product of .75 and Line E5
    
    $Line E3 shall be greater than or equal to Line E6.F. Compliance with Section 6.10 of the Credit Agreement (Unsecured Debt Service Coverage)1. Adjusted Unencumbered NOI
    
    $2. Unsecured Debt Service Amount
    
    $3. Unsecured Debt Service Coverage Ratio (Line F1 to Line F2)
    
    toLine F3 shall be greater than or equal to 2.00 to 1.00.G. Compliance with Section 6.11 of the Credit Agreement (Secured Indebtedness)1. Secured Indebtedness of the Consolidated Group
    
    $2. Gross Asset Value
    
    $3. Percentage (Line G1 divided by Line G2 multiplied by 100)
    
    
    
    %Line G3 shall be less than or equal to 40%.H. Intentionally Omitted.I. Calculation of Adjusted EBITDA (applicable fiscal quarter)1. Net Income
    
    $2. Interest
    
    $3. Income Taxes
    
    $4. Minority Interest5. Depreciation and amortization
    
    $
  EXHIBIT B-8




---



##### 



6. Gains and losses on sale of investments and joint ventures
    
    $7. Gains and losses on the disposition of discontinued operations
    
    $8. Required rent adjustments and amortization of intangibles
    
    $9. Transaction costs of acquisitions not permitted to be capitalized
    
    $10. Impairment charges, property valuation losses, gains and/or losses related to
the extinguishment of debt and non-cash charges necessary to record interest rate
contracts at fair value
    
    $11. Other non-cash expenses (including non-cash compensation, non-cash severance
and other non-cash restructuring charges, to the extent not actually paid as a cash
expense)
    
    $12. Extraordinary or non-recurring items
    
    $13. Effect of any adjustment resulting from a change in accounting principles in
determining Net Income
    
    $14. Capital Reserves for Consolidated Group (divided by four (4))
    
    $
    (
    )15. EBITDA attributable to Investment Affiliates
    
    $16. Capital Reserves for Investment Affiliates (divided by four (4))
    
    $
    (
    )17. Adjusted EBITDA (the sum of Lines I1 through I13
minus Line I14 plus Line I15 minus Line I16)
    
    $J. Calculation of Gross Asset Value1. Adjusted NOI (including Consolidated Group Pro Rata Share of
the Adjusted NOI attributable to Projects owned by Investment
Affiliates but excluding CFLS Project and Properties with negative
Adjusted NOI)
    
    $2. Adjusted NOI from:(a) Unstabilized Projects (including
Consolidated Group Pro Rata Share of the Adjusted NOI
attributable to Projects owned by Investment Affiliates);
    
    $
    (
    )(b) Projects first acquired after first day of quarter
    
    $
    (
    )(c) Projects disposed of during or after quarter (including
Consolidated Groups Pro Rata Share of any such Projects
disposed of by Investment Affiliates)
    
    $
    (
    )(d) Total
    
    $
    (
    )3. General Capitalization Rate:
    
    
    7.75
    %
  EXHIBIT B-9




---



##### 



4. Base Adjusted NOI Capitalized (Line J1 minus Line J2(d)
divided by Line J3)
    
    $5. Adjusted NOI for CFLS Project
    
    $6. Capitalization Rate for CFLS Project
    
    
    6.50
    %7. CFLS Project Value (Line J5 divided by Line J3)
    
    $8. Unstabilized Projects (valued on Adjusted
NOI  Line J2(a) divided by Line J3)
    
    $9. Unstabilized Projects (valued at cost basis)
    
    $10. Projects acquired after first day of quarter (valued at
acquisition cost)
    
    $11. Cash and Cash Equivalents
    
    $12. Gross Asset Value (before raw land) (the sum of Lines J4, J7,
the greater of Lines J8 and J9, J10 and J11)
    
    $13. Raw land held for development and including Consolidated
Groups Pro Rata Share of any such land owned by Investment
Affiliates (valued at acquisition cost)
    
    $14. 10% of Line J12
    
    $15. Total Gross Asset Value (Line J12 plus the lesser of Lines
J13 and J14)
    
    $K. Calculation of Funds from Operations:1. Net Income (or Deficit)
    
    $2. Gains for property sales
    
    $3. Losses from property sales
    
    $4. Depreciation and amortization (including applicable amount
attributable from Projects owned by Investment Affiliates)
    
    $5. Preferred Distributions
    
    $6. Minority Interest of Exchangeable Operating Partnership Units
    
    $7. Gains from Debt Extinguishment and Derivatives
    
    $8. Losses from Debt Extinguishment and Derivatives
    
    $9. Funds From Operation (Line K1 minus Line K2 plus K3 plus
K4 plus K5 plus K6 minus K7 plus K8)
    
    $
  EXHIBIT B-10




---



##### 



EXHIBIT C-1
 FORM OF COMPETITIVE BID QUOTE REQUEST  (Section 2.4(b))
 To:
    
    KeyBank National Association
as administrative agent (the Administrative Agent)From:
    
    BioMed Realty, L.P.Re:
    
    Unsecured Credit Agreement dated as of July 14, 2011, as amended
among the Borrower, the Lenders from time to time party thereto,
KeyBank National Association, as Administrative Agent for the
Lenders (as amended, supplemented or otherwise modified from time to
time through the date hereof, the Agreement)
   
 1 2
 [a Competitive LIBOR Margin] [an Absolute Rate]
 
 
 1
    
    Amount must be at least $25,000,000 and an integral
multiple of $1,000,000.2
    
    One, two, three or six months, or one to one
hundred-eighty days, subject to the provisions of the definitions of LIBOR
Interest Period and Absolute Interest Period.  EXHIBIT C-1-1




---



##### 



BorrowerBIOMED REALTY, L.P., a Maryland limited partnershipBy:
    
    BioMed Realty Trust, Inc., its sole general PartnerBy:Name:Title:
  EXHIBIT C-1-2




---



##### 



EXHIBIT C-2
 INVITATION FOR COMPETITIVE BID QUOTES  (Section 2.4(c))
 To:
    
    Each of the Lenders party to the Agreement referred to belowRe:
    
    Invitation for Competitive Bid Quotes to BioMed Realty, L.P. (the Borrower)
 Section 2.4(c)
 
  [a Competitive LIBOR Margin] [an Absolute Rate] Section 2.4(c)
 [10:00 a.m.]
 KEYBANK NATIONAL ASSOCIATION, as Administrative AgentBy:Name:Title:
  EXHIBIT C-2-1




---



##### 



EXHIBIT C-3
 COMPETITIVE BID QUOTE  (Section 2.4(d))
 
 To:
    
    KeyBank National Association, as Administrative AgentRe:
    
    Competitive Bid Quote to BioMed Realty, L.P. (the Borrower)
 Section 2.4(d)
 
 1
 
  Principal
    
    Interest
    
    [Competitive
    
    [Absolute
    
    Minimum
    
    PrepaymentAmount2
    
    Period3
    
    LIBOR Margin4]
    
    Rate5]
    
    Amount6
    
    Terms7
 
 1
    
    As specified in the related Invitation For Competitive
Bid Quotes.2
    
    Principal amount bid for each Interest Period may not
exceed the principal amount requested. Bids must be made for at least
$5,000,000 and integral multiples of $1,000,000.3
    
    As specified in the related Invitation For Competitive
Bid Quotes.4
    
    Competitive LIBOR Margin for the applicable LIBOR
Interest Period. Specify percentage (rounded to the nearest 1/100 of 1%) and
specify whether PLUS or MINUS.5
    
    Specify rate of interest per annum (rounded to the
nearest 1/100 of 1%).6
    
    Specify minimum amount, if any, which the Borrower may
accept (see Section 2.4(d)(ii)(d)).7
    
    As specified in the related Invitation for Competitive
Bid Quotes.  EXHIBIT C-3-1




---



##### 



Very truly yours,[NAME OF LENDER]By:Name:Title:
  EXHIBIT C-3-2




---



##### 



EXHIBIT D-1
 LINE NOTE
 $
    
    July
 _____, 2011
 
       EXHIBIT D-1-1




---



##### 



BorrowerBIOMED REALTY, L.P., a Maryland limited partnershipBy:
    
    BioMed Realty Trust, Inc., its sole general
PartnerBy:Name:Title:
  EXHIBIT D-1-2




---



##### 



EXHIBIT D-2
 COMPETITIVE BID NOTE
  
       EXHIBIT D-2-1




---



##### 



BorrowerBIOMED REALTY, L.P., a Maryland limited partnershipBy:
    
    BioMed Realty Trust, Inc., its sole general
PartnerBy:Name:Title:
  EXHIBIT D-2-2




---



##### 



EXHIBIT E
 FORM OF REQUEST FOR LOAN
 TO
    
    KeyBank National Association (Agent) and Lenders (as defined below).
  Request For Loan Section
2.1 Credit Agreement Borrower not
 1.
    
    Check one of the following:
 o
    
    Borrower hereby requests that Lenders make a Loan pursuant to the Credit Agreement as
follows:
 (a)
    
    Amount of Loan: $.(b)
    
    Date of Loan: .(c)
    
    Type of Loan (check one box only):
 o      LIBOR Rate Loan with Interest
Period of
 _____.
    

o      Base Rate Loan
 o
    
    Borrower hereby requests that Lenders redesignate outstanding Base Rate Loans heretofore made or redesignated as
follows:
 (a)
    
    Total Amount of Loans to be Redesignated: $.(b)
    
    Date of Redesignation: .(c)
    
    Type of Loan as so Redesignated: LIBOR Rate Loan with a -month Interest
Period ending , 201
 _____.
 o
    
    Borrower hereby requests that Lenders renew outstanding LIBOR Rate Loans heretofore made as
follows:
 (a)
    
    Total Amount of Loans to be Renewed: $.(b)
    
    Date of Renewal: .(c)
    
    Type of Loan as so Renewed: LIBOR Rate Loan with a -month Interest
Period ending , 201
 _____.
  EXHIBIT E-1




---



##### 



o
    
    Borrower hereby requests that Agent, in its capacity as Swing Loan Lender, advance a Swing
Loan pursuant to the Credit Agreement as follows:
 (a)
    
    Amount of Swing Loan: $.(b)
    
    Date of Swing Loan: .
   
 BORROWERBIOMED REALTY, L.P.,
a Maryland limited partnershipBy:
    
    BioMed Realty Trust, Inc., its sole general
PartnerBy:Name:Title:
  EXHIBIT E-2




---



##### 



EXHIBIT F
 SWING LOAN NOTE
 $75,000,000
    
    July
 _____, 2011
        EXHIBIT F-1




---



##### 



Borrower:BIOMED REALTY, L.P., a Maryland limited partnershipBy:
    
    BioMed Realty Trust, Inc., its sole general
PartnerBy:Name:Title:
  EXHIBIT F-2




---



##### 



EXHIBIT G
 FORM OF LETTER OF CREDIT REQUEST
 KeyBank National Association
 Application and Agreement for Irrevocable Standby Letter of Credit
 To:
    
    International Standby Services Group
    
    Date:4910 Tiedeman, 4th floor 
Brooklyn, Ohio 44144
Mailcode: OH-01-51-0435
Fax Number: (216) 813-3719
 Please issue your Irrevocable Letter of Credit and notify the Beneficiary by:
 o Mail
    
    o Swift/Telex
    
    o Courier
 Beneficiary: (show full name & complete street address)
    
    Applicant: (show full name & complete street address)Expiration Date:
    
    Dollar Amount (USD): $o Automatic Extension Clause          Days Notice:
    
    (Amount in words):o Ultimate Expiration Date:
 Available by Drafts at sight drawn on you and accompanied by the following documents:
 o
    
    
    1.
    
    
    Beneficiarys statement purportedly signed by an authorized individual of (Beneficiary) certifying The
Principal, (Applicant), has not performed or fulfilled all the undertakings, covenants and conditions in
accordance with the terms of the agreement dated  between (Applicant) and (Beneficiary).o
    
    
    2.
    
    
    Beneficiarys statement purportedly signed by an authorized individual or (Beneficiary) certifying We
hereby certify that invoices under sales agreement between (Applicant) and (Beneficiary) have been
submitted for payment and said invoices are past due and payable.o
    
    
    3.
    
    
    Beneficiarys statement purportedly signed by an authorized individual of (Beneficiary) certifying We
hereby certify that (Applicant) has failed to honor their contractual agreement dated  between
(Applicant) and (Beneficiary) and that payment has not been made and
is  past due.o
    
    
    4.
    
    
    Beneficiarys statement purportedly signed by one of its authorized individuals certifying that
(Applicant) was the successful bidder under the Tender No.  dated
 for supply of  and that
 (Applicant) has withdrawn their bid or failed to enter into contract.o
    
    
    5.
    
    
    Beneficiarys statement, purportedly signed by an authorized individual reading:(Please indicate below the wording which is to appear in the statement to be presented.)o
    
    
    6.
    
    
    No statement or document by the Beneficiary other than a draft is required to be presented under this L/C.
  EXHIBIT G-1




---



##### 



Partial Drawings:
    
    o Permitted
    
    o Not Permitted
    
    Charges for:
    
    o Beneficiary
    
    o Applicant
 Special instructions or conditions:
 
 
 
 The opening of this credit is governed by the terms and conditions as set forth
in the credit agreement. Furthermore, the applicant shall include revisions of
the terminology set forth above as you deem necessary. I/we hereby agree to
the terms and conditions, covenants, and agreements above.
 This application and agreement are subject to the current uniform customs and
practice for documentary credits fixed the International Chamber of Commerce
and to the terms and conditions set forth in the Reimbursement Agreement.
 Date:(Customers Signature)
    
    (Customers Bank Sign Here 
if other than KeyBank National Association)
  EXHIBIT G-2




---



##### 



KeyBank National Association
 Application for Amendment to Standby Letter of Credit
 To:
    
    International Standby Services Group
4910 Tiedeman, 4th floor
Brooklyn, Ohio 44144
Mailcode: OH-01-51-0435
Fax Number: (216) 813-3718
 Date:
    
    Amendment #:
    
    Letter of Credit #:
 Please amend by:
    
    o Airmail
    
    o Cable/Swift
    
    o Courier
 o Extend Expiration Date to:
 o Increase
    
    o Decrease
    
    By: $
    
    New Total: $
 o Change Address
    
    New Address:
 o Beneficiary  o Applicant
 o Add o Delete
 The following documentary requirement(s) / special instruction(s):
 
 
 o Other:
 
 
 We understand that amendments to Irrevocable Standby Letters of Credit are subject to acceptance by
the beneficiary. All other terms and conditions of the original Letter of Credit, the Application
for the same, and the Agreement for Standby Letters of Credit and Security Agreement remain
unchanged. This application shall include revisions of the terminology set forth above as you deem
necessary.
 Applicant Name:Authorized Signature:
    
    Title/Phone Number:Authorized Signature:
    
    Title/Phone Number:
  EXHIBIT G-3




---



##### 



EXHIBIT H
 PARENT GUARANTY
 Guaranty Guarantor KeyBank Administrative Agent Lenders
 RECITALS
 Borrower Facility
 Credit Agreement
 Notes
    EXHIBIT H-1




---



##### 



AGREEMENTS
    Paragraph 7
  Paragraph 1 Facility Indebtedness Paragraph 1 Obligations
  Paragraph 2 Paragraph 2
  EXHIBIT H-2




---



##### 



EXHIBIT H-3




---



##### 



Enforcement
Costs
   EXHIBIT H-4




---



##### 



EXHIBIT H-5




---



##### 



EXHIBIT H-6




---



##### 



16. GUARANTOR, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY THEIR ACCEPTANCE HEREOF, EACH
HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR ARISING FROM THE
LENDING RELATIONSHIP THAT IS THE SUBJECT OF THIS GUARANTY AND AGREE THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
  EXHIBIT H-7




---



##### 



BIOMED REALTY TRUST, INC.,
a Maryland corporationBy:Name:Title:
  EXHIBIT H-8




---



##### 



EXHIBIT I
 DESIGNATION AGREEMENT
    Section 2.4 Section 2.4
    EXHIBIT I-1




---



##### 



provided
 Section 2.4
    EXHIBIT I-2




---



##### 



IN WITNESS WHEREOF
 1
 asDesignorBy:Title:asDesigneeBy:Title:Applicable Lending Office (and address for notices):Attention:Re: Account No.
 
 1
    
    This date should be no earlier than five Banking Days
after the delivery of this Designation Agreement to the Administrative Agent.  EXHIBIT I-3




---



##### 



KEYBANK NATIONAL ASSOCIATION
    
    
    
    BIOMED REALTY, L.P.By:
    
    
    
    
    
    
    
    By: BioMed Realty Trust Inc.,Name:
    
    
    
    
    
    its general partnerTitle:By:Name:Title:
  EXHIBIT I-4




---



##### 



SCHEDULE 4.4   SUBSIDIARIES
 Name of Subsidiary
    
    Form of Legal Entity
    
    Ownership
    
    Jurisdiction1. BioMed Realty, L.P.
    
    Limited Partnership
    
    0.3% GP Interest by BioMed Realty Trust, Inc. 
97.5% LP Interest by BioMed Realty Trust, Inc. 
2.2% LP Interest by others
    
    Maryland2. BioMed Realty Holdings, Inc.
    
    Corporation
    
    100% by BioMed Realty , L.P.
    
    Maryland3. BioMed Realty Trust, Inc. REIT Qualification Trust
    
    Trust
    
    100% Beneficiary is BioMed
Realty Holdings, Inc.
    
    California4. BioMed Realty LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware5. BioMed Realty Development LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware6. BMR-JV I Holdings LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware7. BMR-JV II Holdings LLC
    
    Limited Liability Company
    
    100% by BioMed
Realty Holdings, Inc.
    
    Delaware8. BioMed Ventures LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware9. BMV Direct LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware10. BMR-217th Place LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware11. BMR-270 Albany Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware12. BMR-34790 Ardentech Court LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware
  SCHEDULE 4.4-1




---



##### 



Name of Subsidiary
    
    Form of Legal Entity
    
    Ownership
    
    Jurisdiction13. BMR-34175 Ardenwood Boulevard LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware14. 34175 Ardenwood Venture, LLC
    
    Limited Liability Company
    
    87.5% Membership Interest by BMR-34175 Ardenwood Boulevard LLC 
12.5% Membership Interest by Tarlton-Wohl Venture Nine, LLC
    
    Delaware15. BMR-Ardsley Park LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware16. BMR-8808 Balboa Avenue LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    California17. BMR-Bayshore Boulevard LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware18. BMR-6411 Beckley Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware19. Guilford Real Estate Trust 1998-1
    
    Grantor Trust
    
    100% Beneficiary is BioMed Realty, L.P., Trustee is BMR-6411 Beckley Street LLC
    
    Utah20. BMR-Belward Campus Drive LSM LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Maryland21. BMR-9920 Belward Campus Q LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Rhode Island22. BMR-17190 Bernardo Center Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware23. BMR-Blackfan Circle LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware24. BMR-Bridgeview Technology Park LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware25. BMR-Bridgeview Technology Park II LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware
  SCHEDULE 4.4-2




---



##### 



Name of Subsidiary
    
    Form of Legal Entity
    
    Ownership
    
    Jurisdiction26. BMR-Bridgeview Technology Park III LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware27. BMR-3030 Bunker Hill Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware28. BMR-58 Charles Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware29. BMR-134 Coolidge Avenue LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware30. BMR-Cray Court LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware31. BMR-6300 Dumbarton Circle LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware32. BMR-350 E Kendall F LLC
    
    Limited Liability Company
    
    100% by BMR-PR II LLC
    
    Delaware33. BMR-650 E Kendall B LLC
    
    Limited Liability Company
    
    100% by BMR-PR II LLC
    
    Delaware34. BMR-475 Eccles Avenue LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware35. BMR-2600 Eisenhower Road LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware36. BMR-201 Elliott Avenue LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware37. BMR-21 Erie Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware38. BMR-40 Erie Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware39. BMR-Executive Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware40. BMR-4570 Executive Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware
  SCHEDULE 4.4-3




---



##### 



Name of Subsidiary
    
    Form of Legal Entity
    
    Ownership
    
    Jurisdiction41. BMR-500 Fairview Avenue LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware42. BMR-530 Fairview Avenue LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware43. BMR-2282 Faraday Avenue LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware44. BMR-Forbes Boulevard LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware45. BMR-Fresh Pond Research Park LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware46. BMR-700 Gateway LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware47. BMR-750,800,850 Gateway LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware48. BMR-900 Gateway LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware49. BMR-1000 Gateway LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware50. BMR-Gateway/Oyster LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware51. BMR-Gateway Boulevard LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware52. BMR-Gazelle Court LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware53. BMR-350 George Patterson Boulevard LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware54. BMR-7 Graphics Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware55. BMR-201 Industrial Road LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware
  SCHEDULE 4.4-4




---



##### 



Name of Subsidiary
    
    Form of Legal Entity
    
    Ownership
    
    Jurisdiction56. BMR-John Hopkins Court LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware57. BMR-3525 John Hopkins Court LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware58. BMR-6500 Kaiser Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware59. BMR-450 Kendall Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware60. BMR-500 Kendall Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware61. BMR-Kendall Development LLC
    
    Limited Liability Company
    
    100% by BMR-PR II TRS LLC
    
    Delaware62. BMR-Kendall Holdings LLC
    
    Limited Liability Company
    
    100% by BMR-PR II TRS LLC
    
    Delaware63. BMR-145 King of Prussia Road GP LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware64. BMR-145 King of Prussia Road LP
    
    Limited Partnership
    
    99.5% LP Interest of BioMed Realty, L.P. 
0.5% GP Interest of BMR-145 King of
Prussia Road GP LLC
    
    Delaware65. BMR-Landmark at Eastview LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware66. BMR-7 Lucent Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware67. 10165 McKellar Court, L.P.
    
    Limited Partnership
    
    21% GP Interest by BMR-10165 McKellar Court GP LLC
79% LP Interest by Quidel Corporation
    
    California68. BMR-10165 McKellar Court GP LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    California
  SCHEDULE 4.4-5




---



##### 



Name of Subsidiary
    
    Form of Legal Entity
    
    Ownership
    
    Jurisdiction69. BMR-Medical Center Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware70. BMR-3450 Monte Villa Parkway LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P. BioMed Realty LLC is Managing Member
    
    Delaware71. BMR-6114-6154 Nancy Ridge Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware72. BMR-6828 Nancy Ridge Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware73. BMR-One Research Way LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware74. BMR-180 Oyster Point LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware75. BMR-200 Oyster Point LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware76. BMR-Pacific Center Boulevard LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware77. BMR-3500 Paramount Parkway LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware78. BMR-Patriot LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware79. BMR-335-395 Phoenixville Pike LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware80. BMR-PR II LLC
    
    Limited Liability Company
    
    20% BMR-JV I Holdings LLC, 80% Prudential
    
    Delaware81. BMR-PR II TRS LLC
    
    Limited Liability Company
    
    20% BMR-JV II Holdings LLC, 80% Prudential
    
    Delaware82. BMR-Research Boulevard LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware
  SCHEDULE 4.4-6




---



##### 



Name of Subsidiary
    
    Form of Legal Entity
    
    Ownership
    
    Jurisdiction83. BMR-10835 Road to the Cure LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware84. BMR-Rogers Street LLC
    
    Limited Liability Company
    
    100% by BMR-PR II LLC
    
    Delaware85. BMR-10240 Science Center Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware86. BMR-10255 Science Center Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware87. BMR-Shady Grove Road HQ LLC
    
    Limited Liability Company
    
    100% by BMR-Shady Grove Holdings LLC
    
    Maryland88. BMR-Shady Grove Holdings LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware89. BMR-Shady Grove B LLC
    
    Limited Liability Company
    
    100% by BMR-Shady Grove Holdings LLC
    
    Delaware90. BMR-Shady Grove D LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware91. BMR-200 Sidney Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware92. BMR-Sorrento Plaza LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware93. BMR-Sorrento Valley LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware94. BMR-11388 Sorrento Valley Road LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware95. BMR-Sorrento West LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware96. BMR-Spring Mill Drive GP LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware97. BMR-Spring Mill Drive, L.P.
    
    Limited Partnership
    
    1% GP Interest by BMR-Spring Mill Drive GP LLC 99% LP Interest by BioMed Realty, L.P.
    
    Delaware
  SCHEDULE 4.4-7




---



##### 



Name of Subsidiary
    
    Form of Legal Entity
    
    Ownership
    
    Jurisdiction98. BMR-Torreyana LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware99. BMR-9865 Towne Centre Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware100. BMR-9885 Towne Centre Drive LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware101. BMR-Trade Centre Avenue LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware102. BMR-6611 Tributary Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Maryland103. BMR-900 Uniqema Boulevard LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware104. BMR-1000 Uniqema Boulevard LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware105. BMR-325 Vassar Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware106. BMR-3200 Walnut Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware107. BMR-Waples LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware108. BMR-675 West Kendall Street LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware109. BMR-50 West Watkins Mill LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware110. BMR-West Watkins Mill LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware111. BMR-Weston LLC
    
    Limited Liability Company
    
    100% by BioMed Realty, L.P.
    
    Delaware
  SCHEDULE 4.4-8




---



##### 



SCHEDULE 4.10
 MATERIAL LITIGATION
   SCHEDULE 4.10-1




---



##### 



SCHEDULE 4.17
 HAZARDOUS MATERIALS MATTERS
   SCHEDULE 4.17-1




---



##### 



SCHEDULE 4.19
 PROJECTS
 Property Name
    
    Ownership1. 1522 217th Place S.E.
    
    Fee Simple2. 270 Albany Street
    
    Fee Simple3. 34790 Ardentech Court
    
    Fee Simple4. 34175 Ardenwood Boulevard
    
    Fee Simple-through 87.5% interest in LLC5. 410, 420, 430, 440, 444 and 460 Saw Mill River Road, Ardsley, New York 10502
    
    Fee Simple6. 8808 Balboa Avenue
    
    Fee Simple7. Brisbane Technology Park
(3240, 3260, 3280 Bayshore Boulevard)
    
    Fee Simple8. 6411 Beckley Street
    
    Fee Simple-through 100% interest in a trust9. 9911 Belward Campus Blvd
    
    Fee Simple10. 9920 Belward Campus Drive
    
    Fee Simple11. 320 Bent Street
    
    Leasehold Interest*12. 301 Binney Street
    
    Leasehold Interest*13. 152 Sixth Street (Kendall Crossing Apt)
    
    Leasehold Interest*14. 17190 Bernardo Center Drive
    
    Fee Simple15. 3 Blackfan Circle
    
    Fee Simple16. Bridgeview Technology Park
(24500 Clawiter Road; 
24600 Industrial Boulevard)
    
    Fee Simple17. Bridgeview Technology Park II
(24590 Clawiter Road)
    
    Fee Simple18. Bridgeview Technology Park III
(24546 Industrial Boulevard)
    
    Fee Simple19. 3030 Bunker Hill Street
    
    Fee Simple20. 58 Charles Street
    
    Fee Simple21. 134 Coolidge Avenue
    
    Fee Simple
  SCHEDULE 4.19-1




---



##### 



Property Name
    
    Ownership22. 6300 Dumbarton Circle
    
    Fee Simple23. 475 Eccles Avenue
    
    Fee Simple24. 2600 Eisenhower Road
    
    Fee Simple25. 201 Elliott Avenue
    
    Fee Simple26. 21 Erie Street
    
    Fee Simple27. 40 Erie Street
    
    Fee Simple28. 47 Erie Street
    
    Fee Simple29. 4775 and 4785 Executive Drive
    
    Fee Simple30. 4570 Executive Drive
    
    Fee Simple31. 500 Fairview Avenue
    
    Fee Simple32. 530 Fairview Avenue
    
    Fee Simple33. 2282 Faraday Avenue
    
    Fee Simple34. 530-540 Forbes Boulevard
    
    Fee Simple35. Fresh Pond Research Park
(25, 27/31, 33/45, 51 and 61 Moulton Street and 665 Concord Avenue)
    
    Fee Simple36. 700 Gateway Boulevard
    
    Fee Simple37. 750, 800, and 850 Gateway Boulevard
    
    Fee Simple38. 900 Gateway LLC
    
    Fee Simple39. 1000 Gateway LLC
    
    Fee Simple40. 7333, 7555, 7575, 7677, 7707, 7979, 7999, 7700, 7600, and 7500 Gateway Boulevard (Pacific Research Center)
    
    Fee Simple41. 2855 Gazelle Court
    
    Fee Simple42. 350 George Patterson Boulevard
    
    Fee Simple43. 7 Graphics Drive
    
    Fee Simple44. 201 Industrial Road
    
    Fee Simple45. 3545-3575 John Hopkins Court
    
    Fee Simple
  SCHEDULE 4.19-2




---



##### 



Property Name
    
    Ownership46. 3525 John Hopkins Court
    
    Fee Simple47. 6500 Kaiser Drive
    
    Fee Simple48. 500 Kendall Street
    
    Fee Simple49. 350 Kendall Street
    
    Fee Simple*50. 650 East Kendall Street
    
    Fee Simple*51. 145 King of Prussia Road
    
    Fee Simple-through 100% GP and LP interest52. Landmark at Eastview
(777, 771, 769, 767, 765 Old Saw Mill River Rd.)
(735,745 and 755 Old Saw Mill River Rd.)
    
    Fee Simple53. 7 Lucent Drive
    
    Fee Simple54. 10165 McKellar Court
    
    Fee Simple*55. 9704 and 9708  9714 Medical Center Drive
    
    Fee Simple56. 3450-3451 Monte Villa Parkway
    
    Fee Simple57. 6114, 6118, 6122, 6124, 6126 and 6154 Nancy Ridge Drive
    
    Fee Simple58. 6828 Nancy Ridge Drive
    
    Fee Simple59. One Research Way
    
    Fee Simple60. 180 Oyster Point Boulevard
    
    Fee Simple61. 200 Oyster Point Boulevard
    
    Fee Simple62. 5870 and 5880 Pacific Center Boulevard
    
    Fee Simple63. 3500 Paramount Parkway
    
    Fee Simple64. 3908 Patriot Drive
    
    Fee Simple65. 335-339 Phoenixville Pike
    
    Fee Simple66. 1701 and 1711 Research Boulevard
    
    Fee Simple67. 10835 Road to the Cure
    
    Fee Simple68. 10240 Science Center Drive
    
    Fee Simple69. 10255 Science Center Drive
    
    Fee Simple
  SCHEDULE 4.19-3




---



##### 



Property Name
    
    Ownership70. 14200 Shady Grove Road
    
    Fee Simple-through 100% interest in LLC71. 200 Sidney Street
    
    Fee Simple72. 11404 and 11408 Sorrento Valley Road
    
    Fee Simple73. 4215 Sorrento Valley Boulevard
    
    Fee Simple74. 11388 Sorrento Valley Road
    
    Fee Simple75. 11080, 11100, 11120 and 11180 Roselle Street and 11055, 11095, 11111, 11125, and 11175 Flintkote Avenue
    
    Fee Simple76. 2-30 Spring Mill Drive
    
    Fee Simple-through 100% GP and LP interest.77. 11010 Torreyana Road
    
    Fee Simple78. 9855 and 9865 Towne Centre Drive
    
    Fee Simple79. 9875 and 9885 Towne Centre Drive
    
    Fee Simple80. 2600 and 2620 Trade Centre Avenue
    
    Fee Simple81. 6611 Tributary Street
    
    Fee Simple82. 900 Uniqema Boulevard
    
    Fee Simple83. 1000 Uniqema Boulevard
    
    Fee Simple84. 325 Vassar Street
    
    Fee Simple85. 9535 Waples Street
    
    Fee Simple86. 1825, 1865, 1885 33rd Street/ 3200 Walnut Street
    
    Fee Simple87. 675 West Kendall Street
    
    Fee Simple88. 50 West Watkins Mill Road
    
    Fee Simple89. 55 and 65 West Watkins Road
    
    Fee Simple90. 3000 Weston Parkway
    
    Fee Simple
 *
    
    Such properties are owned by Investment Affiliates of Borrower.  SCHEDULE 4.19-4




---



##### 



SCHEDULE 1.1
 
 Lender
    
    Commitment
    
    
    PercentageKeyBank
    
    $
    86,500,000
    
    
    
    11.5
    %Wells Fargo
    
    
    86,500,000
    
    
    
    11.5
    %U.S. Bank
    
    
    60,000,000
    
    
    
    8.0
    %Raymond James
    
    
    60,000,000
    
    
    
    8.0
    %UBS Loan Finance LLC
    
    
    50,000,000
    
    
    
    6.7
    %Morgan Stanley
    
    
    50,000,000
    
    
    
    6.7
    %Deutsche Bank
    
    
    50,000,000
    
    
    
    6.7
    %Sumitomo
    
    
    43,000,000
    
    
    
    5.7
    %RBS Citizens, N.A. dba Charter One
    
    
    43,000,000
    
    
    
    5.7
    %Regions Bank
    
    
    43,000,000
    
    
    
    5.7
    %PNC Bank
    
    
    43,000,000
    
    
    
    5.7
    %Comerica Bank
    
    
    30,000,000
    
    
    
    4.0
    %TD Bank
    
    
    30,000,000
    
    
    
    4.0
    %Sovereign
    
    
    25,000,000
    
    
    
    3.3
    %Bank of East Asia
    
    
    10,000,000
    
    
    
    1.3
    %Bank Hapoalim
    
    
    10,000,000
    
    
    
    1.3
    %Mega/ICBC
    
    
    10,000,000
    
    
    
    1.3
    %Land Bank of Taiwan
    
    
    10,000,000
    
    
    
    1.3
    %Chang HWA
    
    
    10,000,000
    
    
    
    1.3
    %TOTAL:
    
    $
    750,000,000
    
    
    
    100.0
    %
 *
    
    Schedule 1.1 may be subsequently revised from time to time to reflect assignments of a Banks
interest in the Loans as contemplated in Section 11.8, and reductions in the Aggregate
Commitment pursuant to Section 2.7, or increases in the Aggregate Commitment pursuant to
Section 2.8.  SCHEDULE 1.1




---



##### 



SCHEDULE 1.2
 LIBOR Rate
    
    
    Facility FeeCredit Rating (S&P/Fitch and Moodys)
    
    Base Rate Margin
    
    
    Margin
    
    
    PercentageAt least A- and A3
    
    
    0.00
    %
    
    
    1.00
    %
    
    
    0.25
    %At least BBB+ and Baa1
    
    
    0.25
    %
    
    
    1.25
    %
    
    
    0.25
    %At least BBB or Baa2
    
    
    0.50
    %
    
    
    1.45
    %
    
    
    0.25
    %At least BBB- or Baa3
    
    
    0.75
    %
    
    
    1.55
    %
    
    
    0.35
    %Below BBB- and Baa3
    
    
    1.25
    %
    
    
    2.05
    %
    
    
    0.45
    %
   SCHEDULE 1.2




---



##### 



SCHEDULE 1.3
    SCHEDULE 1.3