SECOND AMENDMENT TO UNSECURED CREDIT AGREEMENT

Exhibit 10.4

SECOND AMENDMENT TO UNSECURED CREDIT AGREEMENT

This Second Amendment to Unsecured Credit Agreement (the “Amendment”) is made as of August 2, 2012 (the “Effective Date”), by and among BIOMED REALTY, L.P., a Maryland limited partnership (“Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and such of the lenders (“Lenders”) party to the Loan Agreement (defined below) constituting the Requisite Lenders under the Loan Agreement, and, solely for the purpose of agreeing to the terms and conditions of Section 6 below, BIOMED REALTY TRUST, INC., a Maryland corporation (“Guarantor”).

R E C I T A L S

A. Borrower, Administrative Agent, the Lenders executing this Amendment and certain other Lenders have entered into that certain Unsecured Credit Agreement dated as of July 14, 2011, as amended by that certain First Amendment to Unsecured Credit Agreement dated as of March 30, 2012 (as it may be further amended, the “Loan Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Loan Agreement.

B. Borrower has requested that Administrative Agent and Lenders agree to amend the Loan Agreement as provided herein.

NOW, THEREFORE, with reference to the foregoing Recitals, all of which are incorporated herein by this reference, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

1. Amendments to Defined Terms. The following Definitions from Article 1 of the Loan Agreement are modified as follows:

A. The defined term “Project” is hereby deleted and replaced with the following:

“Project” means any parcel of real property located in (i) the 48 states that comprise the continental United States of America, or (ii) the District of Columbia, or (iii) the United Kingdom, or (iv) France, or (v) Germany, or (vi) Switzerland, which in each case 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 improved with a building or buildings primarily used or intended to be used for office, office/laboratory, research, warehouse or manufacturing purposes or other ancillary purposes such as a parking garage serving or in the vicinity of any such building.

B. The defined term “Total Unencumbered Asset Value” is hereby deleted and replaced with the following:

“Total Unencumbered Asset Value” means, as of any day, an amount equal to the sum of the following amounts for assets then owned or leased under a Mortgageable Ground Lease by a member of the Consolidated Group or an Investment Affiliate and valued as follows: (i) Adjusted NOI attributable to Unencumbered Projects that are wholly owned in fee simple (or wholly leased under a Mortgageable Ground Lease) by Borrower or a Wholly-Owned Subsidiary of Borrower divided by the Capitalization Rate (excluding, however, for purposes of this clause (i) and the following clauses (ii) and (iii) any such portion of such Adjusted NOI attributable to (a) Unencumbered Projects that were Unstabilized Projects at any time during the Fiscal Quarter with respect to which Adjusted NOI is determined, (b) Unencumbered Projects acquired after the first day of such Fiscal Quarter, or (c) Unencumbered Projects disposed of during or after such Fiscal Quarter); plus, without duplication (ii) the BioMed Pro Rata Share of Adjusted NOI attributable to Unencumbered Projects that are wholly owned in fee simple (or wholly leased under a Mortgageable Ground Lease, or a combination of owned in fee simple and leased under a Mortgageable Ground Lease) by a member of the Consolidated Group other than Borrower or a Wholly-Owned Subsidiary of Borrower, divided by the Capitalization Rate; plus (iii) the Consolidated Group Pro Rata Share of Adjusted NOI attributable to Unencumbered Projects that are wholly owned in fee simple (or wholly leased under a Mortgageable Ground Lease) by an Investment Affiliate, divided by the Capitalization Rate, provided that in the case of clauses (ii) and (iii), if the aggregate amount to be contributed to Total Unencumbered Asset Value on account of the Unencumbered Projects described therein would exceed ten percent (10%) of Total Unencumbered Asset Value, the excess of such aggregate contribution over such maximum percentage shall be excluded; plus (iv) with respect to Unencumbered Projects excluded from clauses (i), (ii) and (iii) because they are Unstabilized Projects, the greater of (a) the portion of such Adjusted NOI attributable to such Unstabilized Projects (or the BioMed Pro Rata Share or Consolidated Group Pro Rata Share, as the case may be, thereof with respect to any such Unstabilized Project owned by a member of the Consolidated Group other than Borrower or a Wholly-Owned Subsidiary of Borrower or owned by an Investment Affiliate), divided by the Capitalization Rate; and (b) the Consolidated Group’s GAAP cost basis (or the BioMed Pro Rata Share or Consolidated Group Pro Rata Share, as the case may be, thereof with respect to any such Unstabilized Project owned by a member of the Consolidated Group other than Borrower or a Wholly-Owned Subsidiary of Borrower or owned by Investment Affiliate) in such Unstabilized Project, provided that, in the case of clause (iv), if the amount to be contributed to Total Unencumbered Asset Value on account of the Unencumbered Projects described in such clause would exceed ten percent (10%) of Total Unencumbered Asset Value, the excess of such contribution over such maximum percentage shall be excluded; plus (v) the Consolidated Group’s GAAP cost basis (or the BioMed Pro Rata Share or Consolidated Group Pro Rata Share, as the case may be, thereof with respect to any such unencumbered land parcel owned by a member of the Consolidated Group other than Borrower or a Wholly-Owned Subsidiary of Borrower or by an Investment Affiliate) of all unencumbered land parcels, provided that, in the case of clause (v), if the amount to be contributed to Total Unencumbered Asset Value on account of the unencumbered land parcels described in such clause would exceed five percent (5%) of Total Unencumbered Asset Value, the excess of such contribution over such maximum percentage shall be excluded; plus (vi) the acquisition cost of all Unencumbered Projects acquired after the first day of the most recent Fiscal Quarter for which Adjusted NOI has been reported and on or prior to such date of determination (or the BioMed Pro Rata Share or Consolidated Group Pro Rata Share, as the case may be, of such acquisition cost with respect to any Unencumbered Project acquired by a member of the Consolidated Group other than Borrower or a Wholly-Owned Subsidiary of Borrower or by an Investment Affiliate),

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provided that with respect to each of the foregoing clauses of this sentence, if (X) the amount to be contributed to Total Unencumbered Asset Value on account of any single Unencumbered Project would exceed twenty percent (20%) of Total Unencumbered Asset Value, the excess of such contribution over such maximum percentage shall be excluded and (Y) the amount to be contributed to Total Unencumbered Asset Value on account of Foreign Projects would, in the aggregate, exceed fifteen percent (15%) of Total Unencumbered Asset Value, the excess of such contribution(s) over such maximum percentage shall be excluded. For purposes of determining Total Unencumbered Asset Value, Unencumbered Projects with negative Adjusted NOI, shall be excluded from clauses (i), (ii) or (iii) above.

C. The defined term “Unsecured Term Credit Agreement” is hereby deleted and replaced with the following:

“Unsecured Term Credit Agreement” means that certain Unsecured Credit Agreement dated as of March 30, 2012 by and among the Borrower, KeyBank and certain other lenders identified therein, as amended by that certain First Amendment to Unsecured Credit Agreement dated as of August 2, 2012, as it may be further amended or modified from time to time.

2. Additional Defined Terms. Article 1 of the Loan Agreement is hereby amended by the addition of the following new defined terms having the following meanings as provided herein:

A. “Dollar Equivalent” means on any date of determination, for the purposes of determining compliance with Article 5 or Article 6 or the existence of an Event of Default under Article 9 with respect to any amount denominated in a currency other than Dollars, the equivalent in Dollars of such amount, determined in good faith by the Borrower in a manner consistent with the way such amount is or would be reflected on the Borrower’s audited consolidated financial statements for the fiscal year in which such determination is made.

B. “Domestic Project” means any Project located in the 48 states that comprise the continental United States of America or in the District of Columbia.

C. “Foreign Project” means any Project located in (i) the United Kingdom, or (ii) France, or (iii) Germany, or (iv) Switzerland.

3. Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:

A. Dollar Equivalent. The following shall be added as new Section 1.6 to the Loan Agreement:

“1.6. Dollar Equivalent. Notwithstanding anything contained herein to the contrary, for purposes of any determination under Article 4, Article 5 or Article 6, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than Dollars shall be translated into the Dollar Equivalents of such amounts.”

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B. Interpretation of Terms. Section 11.2 of the Credit Agreement “[Intentionally Omitted]” is hereby deleted in its entirety and replaced with the following:

11.2. Interpretation of Terms. The parties to this Agreement agree that the following terms used herein shall have the correlative meanings ascribed to such terms or concepts in the United Kingdom:

(i) “leasehold mortgage”;

(ii) “fee simple”;

(iii) “fee owner”;

(iv) “first mortgage financing”;

(v) “Phase I report”; and

(vi) “Phase II report”.

4. Total Unencumbered Asset Value Calculation. As of the Effective Date, Schedule 3 to Exhibit B (Total Unencumbered Asset Value Calculation) to the Loan Agreement is hereby deleted in its entirety and replaced with the attached Schedule 3 to Exhibit B.

5. Schedule of Subsidiaries and Projects. As of the Effective Date, Schedule 4.4 (Subsidiaries) and Schedule 4.19 (Projects) to the Loan Agreement are hereby deleted in their entirety and replaced with the attached Schedule 4.4 and Schedule 4.19.

6. Guarantor. Guarantor (a) consents to the terms and conditions of this Amendment; and (b) reaffirms the Guaranty and confirms and agrees that, notwithstanding this Amendment and consummation of the transactions contemplated thereby, the Guaranty and all of such Guarantor’s covenants, obligations, agreements, waivers, and liabilities set forth in the Guaranty continue in full force and effect in accordance with their terms, modified only to the extent specifically set forth in this Amendment.

7. Full Force and Effect. Except as amended hereby, the terms and provisions of the Loan Agreement and the Loan Documents remain unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders’ rights and remedies (all of which are hereby reserved). The Borrower expressly ratifies and confirms the confession of judgment (if applicable) and waiver of jury trial provisions contained in the Loan Documents.

8. References to Loan Documents; Capitalized Terms. Any and all references to any Loan Document in any other Loan Document shall be deemed to refer to such Loan Document as amended by this Amendment. This Amendment is deemed incorporated into each of the Loan Documents. Any initially capitalized terms used in this Amendment without definition shall have the meanings assigned to those terms in the Loan Documents. To the extent that any term or provision of this Amendment is or may be inconsistent with any term or provision in any Loan Document, the terms and provisions of this Amendment shall control.

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9. Successors and Assigns. This Amendment will be binding upon and inure to the benefit of the Borrower and the Lenders and their respective heirs, executors, administrators, successors and assigns.

10. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.

11. Conditions to Effectiveness. This Amendment shall not be effective until each of the following conditions precedent have been fulfilled to the satisfaction of the Administrative Agent:

(a) The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by each of the parties hereto; and

(b) The Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of the Borrower, as Administrative Agent may require evidencing the identity, authority and capacity of each officer of the Borrower authorized to act in connection with this Amendment.

12. Representations and Warranties. The Borrower hereby represents and warrants to the Administrative Agent and the Lenders as of the date hereof that (i) the representations and warranties of Borrower, contained in Article 4 of the Loan Agreement (as amended by this Amendment) are true and correct in all material respects and (ii) no Event of Default or Default has occurred and is continuing.

13. Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.

[Remainder of Page Left Intentionally Blank.]

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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

BORROWER:
BIOMED REALTY, L.P., a Maryland limited partnership
By:		BioMed Realty Trust, Inc., its sole
		General Partner
		By:		/s/ Xxxxxx Xxxxxx
		Name:		Xxxxxx Xxxxxx
		Title:		Vice President, Finance
Address:
BioMed Realty, L.P. 00000 Xxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attn: Vice President, Real Estate Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
GUARANTOR (solely with respect to Section 6):
BIOMED REALTY TRUST, INC., a Maryland corporation
By:		/s/ Xxxxxx Xxxxxx
Name:		Xxxxxx Xxxxxx
Title:		Vice President, Finance
Address:
BioMed Realty, L.P. 00000 Xxxxxxxx Xxxxxx Xxxxx
Xxx Xxxxx, XX 00000
Attn: Vice President, Real Estate Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

Signature Page

ADMINISTRATIVE AGENT:
KEYBANK NATIONAL ASSOCIATION, as Administrative Agent
By:		/s/ Xxxxxxx X. Xxxxx
Print Name: Xxxxxxx X. Xxxxx
Title: Vice President
Address:
KeyBank—Real Estate Capital
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Mail Code: OH-01-27-0839
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx
LENDERS:
KEYBANK NATIONAL ASSOCIATION, individually and as Administrative Agent
By:		/s/ Xxxxxxx X. Xxxxx
Print Name: Xxxxxxx X. Xxxxx
Title: Vice President
Address:
KeyBank—Real Estate Capital
000 Xxxxxx Xxxxxx, 0xx Xxxxx
Mail Code: OH-01-27-0839
Xxxxxxxxx, XX 00000
Phone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxx

Signature Page

XXXXX FARGO BANK, N.A., individually and
as Syndication Agent
By:		/s/ Xxxx Xxxxxxx
		Print Name: Xxxx Xxxxxxx
		Title: Vice President
Address:
Xxxxx Fargo Bank, N.A.
000 X Xxxxxx, Xxxxx 0000
Xxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxxx, Vice President

Signature Page

U.S. BANK NATIONAL ASSOCIATION,
a national banking association, individually and as Documentation Agent
By:		/s/ Xxxxxxx Xxxxx
Name: Xxxxxxx Xxxxx
Title: Senior Vice President
Address:
U.S. Bank National Association
0000 Xxxxxxxxx Xxxxx, 0xx Xxxxx
Xxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxx

Signature Page

XXXXXXX XXXXX BANK, N.A.
By:		/s/ Xxxxxxxxx X. Xxxx
Print Name: Xxxxxxxxx X. Xxxx
Title: Senior Vice President
Address:
000 Xxxxxxxx Xxxxxxx
Xx. Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxx

Signature Page

UBS LOAN FINANCE LLC
By:		/s/ Xxxx X. Xxxx
Print Name: Xxxx X. Xxxx
Title: Associate Director
By:		/s/ Xxxx X. Xxxxx
Print Name: Xxxx X. Xxxxx
Title: Associate Director
Address:
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Banking Products Services

Signature Xxxx

XXXXXX XXXXXXX BANK, N.A.
By:		/s/ Xxxx Xxxxxxx
Print Name: Xxxx Xxxxxxx
Title: Authorized Signatory
By:
Print Name:
Title:
Address:
One Utah Center
000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxx
And to:
Xxxxxx Xxxxxxx Loan Servicing
0000 Xxxxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000

Signature Page

DEUTSCHE BANK TRUST COMPANY
AMERICAS
By:		/s/ Xxxxx Xxxxxxx
Print Name: Xxxxx Xxxxxxx
Title: Managing Director
By:		/s/ Xxxxxx X. Xxxxxxxx
Print Name: Xxxxxx X. Xxxxxxxx
Title: Director
Address:
Deutsche Bank Securities, Inc.
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx Xxxxx, Director

Signature Page

SUMITOMO MITSUI BANKING CORPORATION
By:		/s/ Xxxxxxx X. Xxxx
Print Name: Xxxxxxx X. Xxxx
Title: General Manager
Address:
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: X.X. Xxxxx

Signature Page

RBS CITIZENS, N.A.
By:		/s/ Xxxxxx X. Xxxxx
Print Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
Address:
RBS Citizens, N.A.
0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: X.X. Xxxxx

Signature Page

REGIONS BANK
By:		/s/ Xxxx X. Xxxxxx
Print Name: Xxxx X. Xxxxxx
Title: Vice President
Address:
0000 Xxxxxxxxx Xxxx XX, Xxxxx 000
Xxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxxxx, Vice President

Signature Page

PNC BANK, NATIONAL ASSOCIATION
By:		/s/ Xxxxx Xxxxx
Print Name: Xxxxx Xxxxx
Title: Vice President
Address:
c/o PNC Real Estate
000 Xxxxxx Xx, 00xx Xxxxx
Mailstop XX-XMSF-28-1
Xxx Xxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000

Signature Page

COMERICA BANK
By:		/s/ Xxxxxxx Xxxxxxx
Print Name: Xxxxxxx Xxxxxxx
Title: Vice President
Address:
0000 Xxxxxx Xxxx, XX0000
Xxxxxx Xxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx Xxxxxxx, Vice President

Signature Page

TD BANK, N.A.
By:		/s/ Xxxxxxxx Xxxxx
Print Name: Xxxxxxxx Xxxxx
Title: Vice President
Address:
Commercial Real Estate Lending
TD Bank, N.A.
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxxxx, Vice President

Signature Page

SOVEREIGN BANK
By:		/s/ Xxxxx X. Xxxxxxx
Print Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Address:
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxx, Credit Officer

Signature Page

THE BANK OF EAST ASIA, LIMITED, LOS ANGELES BRANCH
By:		/s/ Xxxxx Xxx
Print Name: Xxxxx Xxx
Title: Vice President and Credit Manager
By:		/s/ Xxxxx Xxx
Print Name: Xxxxx Xxx
Title: EVP & Chief Lending Officer
Address:
000 Xxxx Xxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxxx Xxx

Signature Page

MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH
By:		/s/ Xxxx Xxxxx
Printed Name:  Xxxx Xxxxx
Title: VP & Deputy GM
Address:
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxx Xxxx

Signature Page

XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK BRANCH
By:		/s/ Xxxx X.X. Xxxx
Print Name: Xxxx X.X. Xxxx
Title: Vice President and General Manager
Address:
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000

Signature Page

SCHEDULE 3 TO EXHIBIT B

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)

Property Description		Adjusted NOI*		Applicable Capitalization Rate		Cost Basis or Acquisition Cost **				Contribution to Total Unencumbered Asset Value Before Reductions
1.		$				$				$
2.		$				$				$
.		$				$				$
										$
Single Project Concentration Reduction***										($		)
Non-Wholly Owned Reduction****										($		)
Unstabilized Project Reduction*****										($		)
Unencumbered Land Parcel Reduction******										($		)
Foreign Project 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.

******* Foreign Projects in the aggregate cannot contribute over 15% of the total amount of the Total Unencumbered Asset Value, as provided in the definition thereof.

SCHEDULE 4.4

SUBSIDIARIES

NAME OF SUBSIDIARY		FORM OF LEGAL ENTITY		OWNERSHIP		JURISDICTION
1. BioMed Realty, L.P.		Limited Partnership		0.2% GP Interest by BioMed Realty Trust, Inc. 97.9% LP Interest by BioMed Realty Trust, Inc. 1.9% LP Interest by others		Maryland
2. BioMed Realty Holdings, Inc.		Corporation		100% by BioMed Realty, L.P.		Maryland
3. BioMed Realty Trust, Inc. REIT Qualification Trust		Trust		100% Beneficiary is BioMed Realty Holdings, Inc.		California
4. BMR-GP LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
5. BioMed Realty LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
6. BioMed Realty Development LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
7. BMR-JV I Holdings LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
8. BMR-XX XX Holdings LLC		Limited Liability Company		100% by BioMed Realty Holdings, Inc.		Delaware
9. BioMed Ventures LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
10. BMR LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
11. BMV Direct LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
12. BMR-217th Place LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
13. BMR-270 Albany Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware

14. BMR-34790 Ardentech Court LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
15. XXX-00000 Xxxxxxxxx Xxxxxxxxx LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
16. 34175 Ardenwood Venture, LLC		Limited Liability Company		87.5% Membership Interest by XXX-00000 Xxxxxxxxx Xxxxxxxxx LLC 12.5% Membership Interest by Xxxxxxx-Xxxx Venture Nine, LLC		Delaware
17. BMR-Ardsley Park LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
18. XXX-0000 Xxxxxx Xxxxxx LLC		Limited Liability Company		100% by BioMed Realty, L.P.		California
19. BMR-Bayshore Boulevard LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
20. BMR-6411 Xxxxxxx Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
21. Guilford Real Estate Trust 1998-1		Grantor Trust		100% Beneficiary is BioMed Realty, L.P., Trustee is BMR-6411 Xxxxxxx Street LLC		Utah
22. BMR-9900 Belward Campus LLC		Limited Liability Company		100% by BMR-9900 Belward Campus Holdings LLC		Delaware
23. BMR-9900 Belward Campus Borrower LLC		Limited Liability Company		100% by BMR-9900 Belward Campus Holdings LLC		Delaware
24. BMR-9900 Belward Campus Holdings LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
25. BMR-9901 Belward Campus LLC		Limited Liability Company		100% by BMR-9901 Belward Campus Holdings LLC		Delaware
26. BMR-9901 Belward Campus Borrower LLC		Limited Liability Company		100% by BMR-9901 Belward Campus Holdings LLC		Delaware
27. BMR-9901 Belward Campus Holdings LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
28. BMR-Belward Campus Drive LSM LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Maryland
29. BMR-9920 Belward Campus Q LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Rhode Island

30. XXX-00000 Xxxxxxxx Xxxxxx Xxxxx LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
31. BMR-Blackfan Circle LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
32. BMR-Bridgeview LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
33. BMR-Bridgeview II LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
34. BMR-Broadway LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
35. BMR-550 Broadway LP (f/k/a BMR-Xxxx XX)		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
36. BMR-Bunker Xxxx XX		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
37. BMR-58 Xxxxxxx Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
38. BMR-134 Xxxxxxxx Avenue LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
39. XXX-0000 Xxxxxxxxx Xxxxxx LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
40. BMR-350 E Xxxxxxx F LLC		Limited Liability Company		100% by BMR-PR II LLC		Delaware
41. BMR-650 E Xxxxxxx B LLC		Limited Liability Company		100% by BMR-PR II LLC		Delaware
42. BMR-475 Eccles Avenue LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
43. BMR-2600 Eisenhower Road LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware

44. BMR-201 Xxxxxxx Avenue   LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
45. BMR-21 Erie Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
46. BMR-40 Erie Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
47. BMR-Executive Drive LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
48. BMR-4570 Executive Drive LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
49. BMR-500 Fairview Avenue LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
50. BMR-530 Fairview Avenue LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
51. XXX-0000 Xxxxxxx Xxxxxx LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
52. BMR-Fresh Pond Research Park LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
53. BMR-700 Gateway LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
54. BMR-750,800,850 Gateway LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
55. BMR-900 Gateway LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
56. BMR-1000 Gateway LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
57. BMR-Gateway/Oyster LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware

58. BMR-Gazelle LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
59. BMR-350 Xxxxxx Xxxxxxxxx Boulevard LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
60. Granta Park JCo 1 Limited		Company Limited by Shares		100% by BMR LLC		Jersey
61. BMR-7 Graphics Drive LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
62. BMR-Hampshire LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
63. BMR-201 Industrial Road LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
64. BMR-3525 Xxxx Xxxxxxx LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
65. BMR-3545-3575 Xxxx Xxxxxxx LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
66. BMR-6500 Xxxxxx Drive LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
67. BMR-450 Xxxxxxx Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
68. BMR-500 Xxxxxxx Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
69. BMR-Xxxxxxx Development LLC		Limited Liability Company		100% by BMR-PR II TRS LLC		Delaware
70. BMR-Xxxxxxx Holdings LLC		Limited Liability Company		100% by BMR-PR II TRS LLC		Delaware
71. BMR-145 King of Prussia Road GP LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware

72. BMR-145 King of Prussia Road LP		Limited Partnership		99.5% LP Interest by BioMed Realty, L.P. 0.5% GP Interest by BMR-145 King of Prussia Road GP LLC		Delaware
73. BMR-Landmark at Eastview LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
74. 10165 XxXxxxxx Court, L.P.		Limited Partnership		22% GP Interest by BMR-10165 XxXxxxxx Court GP LLC 78% LP Interest by Quidel Corporation		California
75. BMR-10165 XxXxxxxx Court GP LLC		Limited Liability Company		100% by BioMed Realty, L.P.		California
76. BMR-Medical Center Drive LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
77. XXX-0000 Xxxxx Xxxxx Xxxxxxx LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
78. BMR-6114-6154 Xxxxx Xxxxx Drive LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
79. BMR-6828 Xxxxx Xxxxx Drive LLC		Limited Liability Company		100% by BioMed Realty, L.P. BioMed Realty LLC is Managing Member		Delaware
80. BMR-One Research Way LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
81. BMR-180 Oyster Point LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
82. BMR-200 Oyster Point LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
83. BMR-Pacific Center LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
84. BMR-Pacific Research Center LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
85. XXX-0000 Xxxxxxxxx Xxxxxxx LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware

86.BMR-Patriot LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
87. BMR-335-395 Phoenixville Pike LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
88. BMR-PR II LLC		Limited Liability Company		20% BMR-JV I Holdings LLC, 80% Prudential		Delaware
89. BMR-PR II TRS LLC		Limited Liability Company		20% BMR-XX XX Holdings LLC, 80% Prudential		Delaware
90. BMR-Research Boulevard LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
91. BMR-Road to the Cure LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
92. BMR-Xxxxxx Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
93. BMR-10240 Science Center Drive LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
94. BMR-10255 Science Center LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
95. BMR-Shady Grove Road HQ LLC		Limited Liability Company		100% by BMR-Shady Grove Holdings LLC		Maryland
96. BMR-Shady Grove Holdings LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
97. BMR-Shady Grove B LLC		Limited Liability Company		100% by BMR-Shady Grove Holdings LLC		Delaware
98. BMR-Shady Grove D LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
99. BMR-200 Xxxxxx Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
100. BMR-Sorrento Plaza LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
101. BMR-Sorrento Valley Boulevard LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware

102. BMR-11388 Sorrento Valley Road LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
103. BMR-Sorrento West LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
104. BMR-Spring Mill Drive GP LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
105. BMR-Spring Mill Drive, LP		Limited Partnership		1% GP Interest by BMR-Spring Mill Drive GP LLC 99% LP Interest by BioMed Realty, L.P.		Delaware
106. BMR-Xxxxxxx Ridge LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
107. BMR-Torreyana LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
108. BMR-9865 Towne Centre LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
109. BMR-9885 Towne Centre LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
110. BMR-Trade Centre Avenue LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
111. BMR-6611 Tributary Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Maryland
112. BMR-900 Uniqema Boulevard LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
113. BMR-1000 Uniqema Boulevard LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
114. BMR-325 Vassar Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
115. XXX-0000 Xxxxxx Xxxxxx LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware

116. BMR-Xxxxxx XX		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
117. BMR-Wateridge LP		Limited Partnership		0% GP Interest by BMR-GP LLC 100% LP Interest by BioMed Realty, L.P.		Delaware
118. BMR-675 Xxxx Xxxxxxx Street LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
119. BMR-50 West Xxxxxxx Mill LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
120. BMR-West Xxxxxxx Mill LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware
121. BMR-Weston LLC		Limited Liability Company		100% by BioMed Realty, L.P.		Delaware

SCHEDULE 4.19

PROJECTS

Property Name				Ownership
1.		0000 000xx Xxxxx X.X. Xxxxxxx, Xxxxxxxxxx 00000		Fee Simple
2.		000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000		Fee Simple
3.		00000 Xxxxxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxx 00000-0000		Fee Simple
4.		00000 Xxxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000		Fee Simple*
5.		Ardsley Park (410, 420, 430, 440, 444 and 000 Xxx Xxxx Xxxxx Xxxx, Xxxxxxx, Xxx Xxxx 00000)		Fee Simple
6.		0000 Xxxxxx Xxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
7.		3240, 3260, 0000 Xxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxxxx 00000		Fee Simple
8.		0000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000		Fee Simple
9.		0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000		Fee Simple
10.		0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000		Fee Simple
11.		0000 Xxxxxxx Xxxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000		Fee Simple
12.		0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000		Fee Simple
13.		000 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Leasehold Interest
14.		000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Leasehold Interest
15.		000 Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Leasehold Interest

Property Name				Ownership
16.		Xxxxxxx Crossing Apartments (157 Sixth Street Cambridge, Massachusetts 02142)		Leasehold Interest
17.		00000 Xxxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
18.		0 Xxxxxxxx Xxxxxx Xxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple
19.		Xxxxxxxxxx Xxxxxxxxxx Xxxx (00000 Clawiter Road 00000 Xxxxxxxxxx Xxxxxxxxx 00000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxx 94545)		Fee Simple
20.		Bridgeview Technology Park II (00000 Xxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxx 00000)		Fee Simple
21.		000 Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple
22.		000 Xxxxxxxx Xxxxxx Xxxxxxx Xxxx, XX 00000		Fee Simple
23.		0000 Xxxxxx Xxxx Xxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
24.		00 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple
25.		000 Xxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple
26.		0000 Xxxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000		Fee Simple
27.		000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple*
28.		000 X Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple*
29.		000 Xxxxxx Xxxxxx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000		Fee Simple
30.		0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000		Fee Simple
31.		000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000		Fee Simple

Property Name				Ownership
32.		00 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple
33.		00 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000		Fee Simple
34.		00 Xxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple
35.		4775 and 0000 Xxxxxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
36.		0000 Xxxxxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
37.		000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000		Leasehold Interest
38.		000 Xxxxxxxx Xxxxxx Xxxxxxx, Xxxxxxxxxx 00000		Fee Simple
39.		0000 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxxxx 00000		Fee Simple
40.		Fresh Pond Research Park (25, 27/31, 33/45, 51 and 00 Xxxxxxx Xxxxxx and 000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000)		Fee Simple
41.		000 Xxxxxxx Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000		Fee Simple
42.		750, 800, and 000 Xxxxxxx Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000		Fee Simple
43.		000 Xxxxxxx Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000		Fee Simple
44.		0000 Xxxxxxx Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000		Fee Simple
45.		Pacific Research Center (7333, 7555, 7575, 7677, 7707, 7979, 7999, 7700, 7600, and 0000 Xxxxxxx Xxxxxxxxx, Xxxxxx, Xxxxxxxxxx 00000)		Fee Simple
46.		0000 Xxxxxxx Xxxxx Xxxxxxxx, Xxxxxxxxxx 00000		Fee Simple
47.		000 Xxxxxx Xxxxxxxxx Xxxxxxxxx Xxxxxxx, Xxxxxxxxxxxx 00000		Fee Simple
48.		0 Xxxxxxxx Xxxxx Xxxxx, Xxx Xxxxxx 00000		Fee Simple

Property Name				Ownership
49.		Xxxxxx Xxxx Xxxxx Xxxxxxxx, Xxxxxxxxx, Xxxxxxx XX00 0XX		Freehold Estate
50.		00/00 Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple
51.		000 Xxxxxxxxxx Xxxx Xxx Xxxxxx, Xxxxxxxxxx 00000		Fee Simple
52.		0000 Xxxx Xxxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
53.		0000-0000 Xxxx Xxxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
54.		0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxxxxxxx 00000		Fee Simple
55.		000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000		Leasehold Interest
56.		000 Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000		Fee Simple
57.		000 Xxxx xx Xxxxxxx Xxxx Xxxxxx, Xxxxxxxxxxxx 00000		Fee Simple
58.		Landmark at Eastview (735, 745,755, 765, 767, 769, 771, 000 Xxx Xxx Xxxx Xxxxx Xx., Xxxxxxxxx, Xxx Xxxx 00000) (1 Xxx Xxxx Xxxxx Xxxx, Xxxxxxxxx, Xxx Xxxx 00000)		Fee Simple
59.		00000 XxXxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple*
60.		9704 and 9708 – 0000 Xxxxxxx Xxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxx 00000		Fee Simple
61.		0000-0000 Xxxxx Xxxxx Xxxxxxx Xxxxxxx, Xxxxxxxxxx 00000		Fee Simple
62.		6114, 6118, 6122, 6124, 6126 and 0000 Xxxxx Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
63.		0000 Xxxxx Xxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
64.		Xxx Xxxxxxxx Xxx Xxxxxxxxx, Xxx Xxxxxx 00000		Fee Simple

Property Name				Ownership
65.		000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000		Fee Simple
66.		000 Xxxxxx Xxxxx Xxxxxxxxx Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000		Fee Simple
67.		5870 and 0000 Xxxxxxx Xxxxxx Xxxxxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
68.		0000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxx, Xxxxx Xxxxxxxx 00000		Fee Simple
69.		0000 Xxxxxxx Xxxxx Xxxxxx, Xxxxx Xxxxxxxx 00000		Fee Simple
70.		000-000 Xxxxxxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxxxx 00000		Fee Simple
71.		1701 and 0000 Xxxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxx 00000		Fee Simple
72.		10835 Road to the Cure Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
73.		00000 Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
74.		00000 Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
75.		00000 Xxxxx Xxxxx Xxxx Xxxxxxxxx, Xxxxxxxx 00000		Fee Simple
76.		000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000		Fee Simple
77.		11404 and 00000 Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
78.		0000 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
79.		00000 Xxxxxxxx Xxxxxx Xxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
80.		11080, 11100, 11120 and 00000 Xxxxxxx Xxxxxx and 11055, 11095, 11111, 11125, and 00000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
81.		0-00 Xxxxxx Xxxx Xxxxx Xxxxxxx, Xxxxxxxxxxxx 00000		Fee Simple

Property Name				Ownership
82.		9965 – 0000 Xxxxxxx Xxxxx Xxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
83.		00000 Xxxxxxxxx Xxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
84.		9855 and 0000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
85.		9875 and 0000 Xxxxx Xxxxxx Xxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
86.		2600 and 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000		Fee Simple
87.		0000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxx 00000		Fee Simple
88.		000 Xxxxxxx Xxxxxxxxx Xxx Xxxxxx, Xxxxxxxx 00000		Fee Simple
89.		0000 Xxxxxxx Xxxxxxxxx Xxx Xxxxxx, Xxxxxxxx 00000		Fee Simple
90.		000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000		Fee Simple
91.		0000 Xxxxxx Xxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
92.		1825, 1865, 0000 00xx Xxxxxx/ 0000 Xxxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000		Fee Simple
93		10420, 10480, 00000 Xxxxxxxxx Xxxxxx Xxx Xxxxx, Xxxxxxxxxx 00000		Fee Simple
94.		000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000-0000		Fee Simple
95.		00 Xxxx Xxxxxxx Xxxx Xxxx Xxxxxxxxxxxx, Xxxxxxxx 00000		Fee Simple
96.		55 and 00 Xxxx Xxxxxxx Xxxx Xxxx Xxxxxxxxxxxx, Xxxxxxxx 00000		Fee Simple
97.		0000 Xxxxxx Xxxxxxx Xxxx, Xxxxx Xxxxxxxx 00000		Fee Simple

* Such properties are owned by Investment Affiliates of Borrower.