EXHIBIT 10.5
FORM OF TERM NOTE
$_________________ May 31, 2005
FOR VALUE RECEIVED, BIOMED REALTY, L.P., a Maryland limited
partnership ("Borrower"), promises to pay to the order of
___________________________________ ("Bank") the principal amount of
_________________________________ AND NO/100 DOLLARS ($___________), or such
lesser aggregate amount of Advances as may be made and outstanding pursuant to
Bank's Term Commitment under the Credit Agreement hereinafter described, payable
as hereinafter set forth. Xxxxxxxx promises to pay interest on the principal
amount hereof remaining unpaid from time to time from the date hereof until the
date of payment in full, payable as hereinafter set forth.
Reference is made to the Unsecured Credit Agreement dated as of May
31, 2005 among Borrower, Administrative Agent and the Banks (as it may have been
or may hereafter be amended, amended and restated, modified, supplemented or
renewed from time to time, the "Credit Agreement"). Terms defined in the Credit
Agreement and not otherwise defined herein are used herein with the meanings
ascribed to those terms in the Credit Agreement. This is one of the Term Notes
referred to in the Credit Agreement, and any holder hereof is entitled to all of
the rights, remedies, benefits and privileges provided for in the Credit
Agreement. The Credit Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
upon the terms and conditions therein specified.
The principal indebtedness evidenced by this Note shall be payable
and prepayable as provided in the Credit Agreement and in any event on the
Maturity Date with respect to the Term Commitment (which shall be May 30, 2008,
subject to extension as provided in Section 2.10 of the Credit Agreement).
Interest shall be payable on the outstanding daily unpaid principal
amount of each Advance outstanding hereunder from the date such Advance was made
until payment in full, and shall accrue and be payable at the rates and on the
dates set forth in the Credit Agreement both before and after default and before
and after maturity and judgment.
The amount of each payment hereunder shall be made to Bank at
Administrative Agent's office (as designated by Administrative Agent from time
to time), for the account of Bank, in Dollars and in immediately available funds
not later than 2:00 p.m., Cleveland time, on the day of payment (which must be a
Banking Day). All payments received after 2:00 p.m., Cleveland time, on any
Banking Day, shall be deemed received on the next succeeding Banking Day. Bank
shall keep a record of Advances made by it and payments of principal with
respect to this Note, and such record shall be presumptive evidence of the
principal amount owing under this Note, absent manifest error.
Without limiting any applicable provisions of the Credit Agreement,
Borrower hereby promises to pay all costs and expenses of any holder hereof
incurred in collecting Borrower's obligations hereunder or in enforcing or
attempting to enforce any of holder's rights hereunder, including reasonable
attorneys' fees, whether or not an action is filed in connection therewith.
Borrower hereby waives presentment, demand for payment, dishonor,
notice of dishonor, protest, notice of protest, and any other notice or
formality, to the fullest extent permitted by applicable Laws.
Assignment of this Note is subject to the consent of certain parties
pursuant to Section 11.8 of the Credit Agreement.
This Note shall be delivered to and accepted by Bank in the State of
New York, and shall be governed by, and construed and enforced in accordance
with, the internal Laws thereof without regard to the choice of law provisions
thereof.
"Borrower"
BIOMED REALTY, L.P., a Maryland limited
partnership
By: BioMed Realty Trust, Inc., its sole
general partner
By ________________________________
Name ________________________________
Title ________________________________
