Common use of Reservation of Contributor Rights Clause in Contracts

Reservation of Contributor Rights. Notwithstanding anything else in this Exhibit G or the Contribution Agreement to the contrary, Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors and prior property owners or occupants for which the Participating Entity has been indemnified by Contributor hereunder. To the extent Contributor's rights against any such third party indemnitors, owners or occupants may be prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced Contributor's rights. EXHIBIT H TO CONTRIBUTION AGREEMENT CERTIFICATION OF NON-FOREIGN STATUS(1) Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform BioMed Property, L.P., a Maryland limited partnership (the "Operating Partnership"), that the withholding of tax is not required upon the contribution of Participating Entity Interests by [__________], a [__________] (the "Contributor"), to the Operating Partnership in exchange for Units, which transfer occurred on [__________], 2004, the undersigned hereby certifies the following on behalf of Contributor: 1. Contributor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Treasury Regulations promulgated thereunder); 2. Contributor's employer identification number (Contributor's social security number, if Contributor is an individual) is ______________; and 3. Contributor's [office][home] address is: ______________________________ ______________________________ The undersigned understands that this certification may be disclosed to the Internal Revenue Service by the Operating Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. Under penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Contributor. Dated: __________________ _________________________________ a _________ By:______________________________ (1) Capitalized terms which are used but not otherwise defined herein shall have the meanings ascribed to them in that certain Contribution Agreement, dated ________, 2004.

Reservation of Contributor Rights. Notwithstanding anything else in this Exhibit G or the Contribution Agreement to the contrary, Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors and prior property owners or occupants for which the Participating Entity has been indemnified by Contributor hereunder. To the extent Contributor's rights against any such third party indemnitors, owners or occupants may be prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced Contributor's rights. EXHIBIT H TO CONTRIBUTION AGREEMENT CERTIFICATION OF NON-FOREIGN STATUS(1) Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform BioMed Property, L.P., a Maryland limited partnership (the "Operating Partnership"), that the withholding of tax is not required upon the contribution of Participating Entity Interests by [__________], a [__________] ___________ , an individual (the "Contributor"), to the Operating Partnership in exchange for Units, which transfer occurred on [__________], 2004, the undersigned hereby certifies the following on behalf of Contributor: 1. Contributor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Treasury Regulations promulgated thereunder); 2. Contributor's employer identification number (Contributor's social security number, if Contributor is an individual) number is ______________; and 3. Contributor's [office][home] address is: _______________________________ _______________________________ The undersigned understands that this certification may be disclosed to the Internal Revenue Service by the Operating Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. Under penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Contributor. DatedExecuted: ______________, 2004 By:____ _________________________________ a _________ By:______________________________ (1) Capitalized terms which are used but not otherwise defined herein shall have the meanings ascribed to them in that certain Contribution Agreement, dated ________May 4, 2004.

Reservation of Contributor Rights. Notwithstanding anything else in this Exhibit G or the Contribution Agreement to the contrary, Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors and prior property owners or occupants for which the Participating Entity has been indemnified by Contributor hereunder. To the extent Contributor's rights against any such third party indemnitors, owners or occupants may be prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced Contributor's rights. EXHIBIT H TO CONTRIBUTION AGREEMENT CERTIFICATION OF NON-FOREIGN STATUS(1) Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform BioMed Property, L.P., a Maryland limited partnership (the "Operating Partnership"), that the withholding of tax is not required upon the contribution of Participating Entity Interests by [__________], a [__________] (the "Contributor"), to the Operating Partnership in exchange for Units, which transfer occurred on [__________], 2004, the undersigned hereby certifies the following on behalf of Contributor: 1. Contributor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Treasury Regulations promulgated thereunder); 2. Contributor's employer identification number (Contributor's social security number, if Contributor is an individual) is ______________; and 3. Contributor's [office][home] address is: ______________________________ ______________________________ The undersigned understands that this certification may be disclosed to the Internal Revenue Service by the Operating Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. Under penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Contributor. Dated: __________________ _________________________________ a _________ By:______________________________ (1) Capitalized terms which are used but not otherwise defined herein shall have the meanings ascribed to them in that certain Contribution Agreement, dated ________, 2004.

Reservation of Contributor Rights. Notwithstanding anything else in this Exhibit G or the Contribution Agreement to the contrary, Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors and prior property owners or occupants for which the Participating Entity has been indemnified by Contributor hereunder. To the extent Contributor's rights against any such third party indemnitors, owners or occupants may be prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced Contributor's rights. EXHIBIT H TO CONTRIBUTION AGREEMENT CERTIFICATION OF NON-FOREIGN STATUS(1) Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform BioMed Property, L.P., a Maryland limited partnership (the "Operating Partnership"), that the withholding of tax is not required upon the contribution of Participating Entity Interests by [__________], a [__________] (the "Contributor"), to the Operating Partnership in exchange for Units, which transfer occurred on [__________], 2004, the undersigned hereby certifies the following on behalf of Contributor: 1. Contributor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Treasury Regulations promulgated thereunder); 2. Contributor's employer identification number (Contributor's social security number, if Contributor is an individual) is ______________; and 3. Contributor's [office][home] address is: ______________________________ ______________________________ The undersigned understands that this certification may be disclosed to the Internal Revenue Service by the Operating Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. Under penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Contributor. Dated: __________________ __________________________________ a _____________ By:_______________________________ (1) Capitalized terms which are used but not otherwise defined herein shall have the meanings ascribed to them in that certain Contribution Agreement, dated ________, 2004.

Reservation of Contributor Rights. Notwithstanding anything else in this Exhibit G or the Contribution Agreement to the contrary, Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors and prior property owners or occupants for which the Participating Entity has been indemnified by Contributor hereunder. To the extent Contributor's rights against any such third party indemnitors, owners or occupants may be prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced Contributor's rights. EXHIBIT H TO CONTRIBUTION AGREEMENT CERTIFICATION OF NON-FOREIGN STATUS(1) Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform BioMed Property, L.P., a Maryland limited partnership (the "Operating Partnership"), that the withholding of tax is not required upon the contribution of Participating Entity Interests by [__________], a [__________] (the "Contributor"), to the Operating Partnership in exchange for Units, which transfer occurred on [__________], 2004, the undersigned hereby certifies the following on behalf of Contributor: 1. Contributor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Treasury Regulations promulgated thereunder); 2. Contributor's employer identification number (Contributor's social security number, if Contributor is an individual) is ______________; and 3. Contributor's [office][home] address is: ________________________________ ________________________________ The undersigned understands that this certification may be disclosed to the Internal Revenue Service by the Operating Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. Under penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Contributor. Dated: __________________ _________________________________ a _________ By:__: ____________________________ (1) Capitalized terms which are used but not otherwise defined herein shall have the meanings ascribed to them in that certain Contribution Agreement, dated ________, 2004.