Unsecured Agreement

Exhibit 10.51


UNSECURED INDEMNITY AGREEMENT


DEFINED TERMS ================================================================================ Execution Date: January __, 1998 - -------------------------------------------------------------------------------- Loan: A first mortgage loan in an amount of $121,800,000.00 from Indemnitee to
Borrower


- -------------------------------------------------------------------------------- Borrower & Address: Boston Properties Limited Partnership 500 E Street, S.W. Washington, D.C. 20024 Attention: Debra G. Moses, Esquire


- -------------------------------------------------------------------------------- Liable Parties & Address:


N/A


- -------------------------------------------------------------------------------- Indemnitee & Address:


Metropolitan Life Insurance Company, a New York corporation 200 Park Avenue, 12th Floor New York, New York 10166 Attention: Senior Vice-President, Real Estate Investments


with a copy to: Metropolitan Life Insurance Company 303 Perimeter Center North, Suite 600 Atlanta, Georgia 30346 Attn: Kathy B. Atkinson, Esquire


- -------------------------------------------------------------------------------- Note: A Promissory Note executed by Borrower in favor of Indemnitee in the amount of the Loan dated as of January __, 1998.


- -------------------------------------------------------------------------------- Deed of Trust: A Deed of Trust, Security Agreement and Fixture Filing dated as of January __, 1998, executed by Borrower, to Patrick J. Milmoe and William A. Walsh, Jr., as Trustees, for the benefit of Indemnitee securing repayment of the Note to be recorded in the records of the County in which the Property is located.


================================================================================


This Unsecured Indemnity Agreement (the "Agreement") effective as of January 22, 1998 is entered into as of the Execution Date by Borrower (who is referred to in this Agreement as "Indemnitor"), in favor of Indemnitee, with reference to the following facts:


A. Indemnitee has loaned or will loan to Borrower the Loan. Payment of the Note is


secured by the Deed of Trust. The Deed of Trust encumbers the real property more particularly described in Exhibit A to this Agreement and other property
--------- referred to in the Deed of Trust and this Agreement as the "Property".


B. As a condition to making the Loan, Indemnitee requires Indemnitor to indemnify and hold Indemnitee harmless from any Environmental Claim (as defined in Section 2 of this Agreement). Indemnitee would not make the Loan without this Agreement and Indemnitor acknowledges and understands that this Agreement is a material inducement for Indemnitee's agreement to make the Loan.


NOW THEREFORE, in consideration of the premises and for other consideration, Indemnitor agrees as follows:


1. Defined Terms. Capitalized terms which are not defined in this Agreement
------------- shall have the meanings set forth in the Deed of Trust.


2. Definitions. For purposes of this Agreement, the following terms shall
----------- have the following meanings:


A. "Environmental Claim" shall mean any claim, demand, action, suit, loss, cost, damage, fine, penalty, expense, liability, judgment, proceeding, or injury that seeks to impose costs or liabilities, including any consequential damages, directly or indirectly related to the Property in connection with any of the following which may occur from and after the date hereof,


(i) pollution or contamination of the air, surface water, ground water, or land;


(ii) solid, gaseous, or liquid waste generation, handling, treatment, storage, disposal, or transportation;


(iii) the presence or alleged release of Hazardous Materials on or under the Property, the soil, groundwater, or soil vapor on or under the Property, or the migration or alleged spreading of Hazardous Materials from the Property, whether or not known to Indemnitor, regardless of the source of such presence or release or, except as expressly provided in this Agreement, regardless of when such release or presence occurred;


(iv) the manufacture, processing, distribution in commerce, use, or storage of Hazardous Materials;


(v) injury to or death of any person or persons arising from or in connection with Hazardous Materials;


(vi) destruction or contamination of any property connected with Hazardous Materials;


(vii) the removal of Hazardous Materials from the Property or the taking of necessary precautions to protect against the release of Hazardous Materials from or onto the Property


2


including the air, ground water or surface water;


(viii) compliance with all Requirements of Environmental Law and/or any asserted breach or violation of any Requirements of Environmental Law;


(ix) any restriction on use, ownership, transferability as a result of Hazardous Materials; and


(x) remedial, response, abatement, cleanup, investigative, and monitoring work in connection with any Hazardous Materials related to the Property from and after the date hereof (collectively, the "Remedial Work").


B. "Environmental Permit" means any permit, license, approval, or other authorization with respect to any activities, operations, or businesses conducted on the Property under any applicable law, regulation, or other requirement of the United States or any state, municipality, or other subdivision or jurisdiction related to pollution, protection of health or the environment, emissions, discharges, or releases or threatened releases of Hazardous Materials into ambient air, surface water, ground water, or land, or otherwise relating to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transportation, or handling of Hazardous Materials directly or indirectly related to the Property.


C. The term "Hazardous Materials" shall include without limitation:


(i) Those substances included within the definitions of "hazardous substances," "hazardous materials," "toxic substances," or "solid waste" in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 as amended, 42 U.S.C. Sections 9601 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Sections 6901 et seq., and the Hazardous Materials
-- --- Transportation Act, 49 U.S.C. Sections 1801 et seq., and in the regulations
-- --- promulgated pursuant to said laws;


(ii) Those substances defined as "hazardous wastes" in Va. Code 10.1-1400, Va. Code 1950, as amended and 9 VAC 20-60-10 (Regulations) and in the regulations promulgated pursuant to such laws;


(iii) Those substances listed in the United States Department of Transportation Table (49 CFR 172.101 and amendments thereto) or by the Environmental Protection Agency (or any successor agency) as hazardous substances (40 CFR Part 302 and amendments thereto);


(iv) Any material, waste or substance which is (A) petroleum, (B) asbestos, (C) polychlorinated biphenyls, (D) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act, 33 U.S.C. (S) 1251 et seq. (33 U.S.C. (S) 1321) or listed pursuant to Section 307 of the Clean - -- --- Water Act (33 U.S.C. (S) 1317); (E) a chemical substance or mixture regulated under the Toxic Substances Control Act of 1976, 15 U.S.C. (S)(S) 2601 et seq.;
-- --- (F) flammable explosives; or (G) radioactive materials; and


3


(v) Such other substances, materials and wastes which are or become regulated as hazardous or toxic under applicable local, state or federal law, or the United States government, or which are classified as hazardous or toxic under federal, state, or local laws or regulations.


D. "Requirements of Environmental Laws" means all requirements of environmental laws or regulations or rules of common law related to the Pro ...