ALEXANDRIA REAL ESTATE EQUITIES INC (Form: 10-K, Received: 03/01/2011 16:32:20)

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

(a)

Weighted-average
exercise price of
outstanding options,
warrants and rights

(b)

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))

(c)

Equity Compensation Plan Approved by Stockholders - 1997 Incentive Plan

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

Commission file number 1-12993

ALEXANDRIA REAL ESTATE EQUITIES, INC.
(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation or organization)

95-4502084

(IRS Employer I.D. Number)

385 East Colorado Boulevard
Suite 299
Pasadena, California 91101
(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (626) 578-0777

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share 8.375% Series C Cumulative Redeemable Preferred Stock		New York Stock Exchange New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act). Large accelerated filer [X] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a smaller reporting company)

Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of the shares of Common Stock held by non-affiliates of registrant was approximately $3.1 billion based on the closing price for such shares on the New York Stock Exchange on June 30, 2010.

As of February 23, 2011, the registrant had outstanding 55,414,810 shares of Common Stock.

Documents Incorporated By Reference

Part III of this annual report on Form 10-K incorporates certain information by reference from the registrant’s definitive proxy statement to be filed within 120 days of the end of the fiscal year covered by this annual report on Form 10-K in connection with the registrant’s annual meeting of stockholders to be held on or about May 25, 2011.

Table of Contents

INDEX TO FORM 10-K

ALEXANDRIA REAL ESTATE EQUITIES, INC.

	PART I	Page

ITEM 1.	BUSINESS	2
ITEM 1A.	RISK FACTORS	8
ITEM 1B.	UNRESOLVED STAFF COMMENTS	28
ITEM 2.	PROPERTIES	29
ITEM 3.	LEGAL PROCEEDINGS	39
ITEM 4.	RESERVED	39
	PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES	40
ITEM 6.	SELECTED FINANCIAL DATA	41
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	43
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	65
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	66
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	66
ITEM 9A.	CONTROLS AND PROCEDURES	66
ITEM 9B.	OTHER INFORMATION	69
	PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE	69
ITEM 11.	EXECUTIVE COMPENSATION	69
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	70
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	70
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	70

	PART IV

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	71

Table of Contents

PART I

Certain information and statements included in this annual report on Form 10-K, including, without limitation, statements containing the words “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of these words or similar words, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions, and financial trends that may affect our future plans of operation, business strategy, results of operations, and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, the following:

· negative worldwide economic, financial, and banking conditions;

· worldwide economic recession, lack of confidence, and/or high structural unemployment;

· financial, banking, and credit market conditions;

· the seizure or illiquidity of credit markets;

· our inability to obtain capital (debt, construction financing, and/or equity) or refinance debt maturities;

· our inability to comply with financial covenants in our debt agreements;

· inflation or deflation;

· prolonged period of stagnant growth;

· increased interest rates and operating costs;

· adverse economic or real estate developments in our markets;

· our failure to successfully complete and lease our existing space held for redevelopment and new properties acquired for that purpose and any properties undergoing development;

· significant decreases in our active development, active redevelopment, or preconstruction activities resulting in significant increases in our interest, operating, and payroll expenses;

· our failure to successfully operate or lease acquired properties;

· the financial condition of our insurance carriers;

· general and local economic conditions;

· adverse developments concerning the life science industry and/or our life science client tenants;

· the nature and extent of future competition;

· decreased rental rates, increased vacancy rates, or failure to renew or replace expiring leases;

· defaults on or non-renewal of leases by tenants;

· availability of and our ability to attract and retain qualified personnel;

· our failure to comply with laws or changes in law;

· compliance with environmental laws;

· our failure to maintain our status as a real estate investment trust (“REIT”);

· changes in laws, regulations, and financial accounting standards;

· certain ownership interests outside the United States may subject us to different or greater risks than those associated with our domestic operations; and

· fluctuations in foreign currency exchange rates.

This list of risks and uncertainties, however, is only a summary and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included under the headings “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this annual report on Form 10-K. Readers of our annual report on Form 10-K should also read our Securities and Exchange Commission (“SEC”) and other publicly filed documents for further discussion regarding such factors.

Table of Contents

As used in this annual report on Form 10-K, references to the “Company,” “we,” “our,” and “us” refer to Alexandria Real Estate Equities, Inc. and its subsidiaries.

ITEM 1. BUSINESS

General

We are a Maryland corporation formed in October 1994 that has elected to be taxed as a REIT for federal income tax purposes. We are the largest owner and preeminent REIT focused principally on cluster development through the ownership, operation, management, selective acquisition, development, and redevelopment of properties containing life science laboratory space. We are the leading provider of high-quality environmentally sustainable real estate, technical infrastructure, and services to the broad and diverse life science industry. Client tenants include institutional (universities and independent not-for-profit institutions), pharmaceutical, biotechnology, medical device, product, service, and government agencies. Our primary business objective is to maximize stockholder value by providing our stockholders with the greatest possible total return based on a multi-faceted platform of internal and external growth. Our operating platform is based on the principle of “clustering,” with assets and operations located adjacent to life science entities driving growth and technological advances within each cluster. As of December 31, 2010, we had 167 properties (163 properties located in 10 states in the United States and four properties located in Canada) containing approximately 13.7 million rentable square feet (including spaces undergoing active redevelopment and properties undergoing ground-up development of approximately 475,818 rentable square feet).

2010 highlights

Acquisitions and dispositions

In March 2010, we sold one property located in the Seattle, Washington market aggregating approximately 71,000 rentable square feet for approximately $11.8 million. This property was located outside of our primary submarket location in Seattle.

In August 2010, we entered into definitive agreements to acquire three life science properties and other selected assets and interests of privately-held Veralliance Properties, Inc. (“Veralliance”), including continuing services from Veralliance Founder and President, Daniel Ryan and other key management and operational personnel. Veralliance was a San Diego-based corporate real estate solutions company focused on the acquisition, development, and management of office and life science assets in Southern California. The three life science properties, located in San Diego, California, contain an aggregate of 161,000 rentable square feet and were acquired for an aggregate purchase price of approximately $50.0 million consisting of approximately $35.2 million in cash and our assumption of two secured loans aggregating approximately $14.8 million. We completed the acquisition of one of these properties in the third quarter of 2010 and completed the acquisitions of the other two properties in the fourth quarter of 2010.

In September 2010, we purchased a life science property with approximately 48,500 rentable square feet in the Suburban Washington, D.C. market. The total purchase price was approximately $12.5 million and consisted of approximately $6.2 million in cash and our assumption of a secured loan of approximately $6.3 million. This property is fully leased to a credit life science entity.

In October 2010, we acquired a life science campus in the San Diego market aggregating approximately 347,000 rentable square feet for approximately $128 million. The purchase of this life science campus included land supporting the future development of additional life science buildings aggregating approximately 420,000 rentable square feet. At the time of this acquisition, the campus was subject to a 15-month lease with Biogen Idec Inc. In December 2010, we executed a new lease for the entire 347,000 rentable square foot campus pursuant to a 20-year lease with Illumina, Inc. (“Illumina”) and, pursuant to the lease, also commenced the ground-up development of a building aggregating approximately 123,000 rentable square feet on the campus. Illumina has the right to further expand the premises and lease one to three additional buildings that may be built on this campus.

In November 2010, we completed sales of land parcels in Mission Bay, San Francisco for an aggregate sales price of approximately $278 million at a gain of approximately $59 million. The sales of the land parcels resulted in a reduction of our preconstruction developable square footage by approximately 2.0 million square feet in the Mission Bay, San Francisco submarket. The cash proceeds from these sales were used to repay outstanding borrowings under our unsecured line of credit.

Table of Contents

In December 2010, we acquired one property in the San Diego market aggregating approximately 373,000 rentable square feet for approximately $114 million. The acquisition of this property included land supporting the future development of additional life science buildings aggregating approximately 244,000 rentable square feet. As of December 31, 2010, approximately 201,000 rentable square feet of the property’s 373,000 total rentable square footage was undergoing active redevelopment. The remaining operating square footage aggregating 172,000 rentable square feet was 100% occupied.

Additionally in December 2010, we acquired one property in the Suburban Washington, D.C. market aggregating approximately 50,000 rentable square feet for approximately $14 million.

Redevelopment and development projects

During the year ended December 31, 2010, we completed the redevelopment of multiple spaces at nine properties aggregating approximately 303,000 rentable square feet. Also during the year ended December 31, 2010, we completed the ground-up development of three properties aggregating 553,000 rentable square feet, including approximately 308,000 rentable square feet at the Alexandria Center™ for Life Science – New York City, a state-of-the-art urban science park. Additionally, we commenced the ground-up development of two fully leased properties aggregating 220,000 rentable square feet pursuant to long term leases during the year ended December 31, 2010.

Unsecured credit facility

The Third Amendment amended the Existing Credit Agreement to, among other things, increase the maximum permitted borrowings under the credit facilities from $1.9 billion to $2.25 billion, consisting of a $1.5 billion unsecured line of credit (increased from $1.15 billion) and a $750 million unsecured term loan (together the “Unsecured Credit Facility”) and provide an accordion option to increase commitments under the Unsecured Credit Facility by up to an additional $300 million. Borrowings under the Unsecured Credit Facility bear interest at LIBOR or the specified base rate, plus in either case a margin specified in the Amended Credit Agreement (the “Applicable Margin”). The Applicable Margin for LIBOR borrowings under the revolving credit facility was initially set at 2.4%. The Applicable Margin for the LIBOR borrowings under the unsecured term loan was not amended in the Third Amendment and was 1.0% as of December 31, 2010.

Under the Third Amendment, the maturity date for the unsecured revolving credit facility will be January 2015, assuming we exercise our sole right under the amendment to extend this maturity date twice by an additional six months after each exercise. The maturity date for the $750 million unsecured term loan remained unchanged at October 2012, assuming we exercise our sole right to extend the maturity date by one year. The Third Amendment modified certain financial covenants with respect to the Unsecured Credit Facility, including the fixed charge coverage ratio, secured debt ratio, leverage ratio, and minimum book value, and added covenants relating to an unsecured leverage ratio and unsecured debt yield.

Other financing activities

In June 2010, we completed an exchange (the “Exchange Offer”) of approximately $232.7 million of our 8.00% unsecured senior convertible notes (“8.00% Unsecured Convertible Notes”) for consideration of 24.1546 shares of our common stock, a cash premium of $180 per $1,000 principal amount of the notes, plus accrued and unpaid interest. In July 2010, we repurchased, in a privately negotiated transaction, approximately $7.1 million of our 8.00% Unsecured Convertible Notes for an aggregate cash price of approximately $12.8 million. Thus, in the Exchange Offer and this privately negotiated transaction, we retired $239.8 million of our 8.00% Unsecured Convertible Notes (representing substantially all $240 million outstanding principal amount of our 8.00% Unsecured Convertible Notes). In connection with the retirement of our 8% Unsecured Convertible Notes, we recognized losses on early extinguishment of debt of approximately $42.8 million for the year ended December 31, 2010

In September 2010, we sold 5,175,000 shares of our common stock in a follow-on offering (including 675,000 shares issued upon full exercise of the underwriters’ over-allotment option). The shares were issued at a price of $69.25 per share, resulting in aggregate proceeds of approximately $342 million (after deducting underwriters’ discounts and other offering costs).

Table of Contents

In December 2010, we repurchased, in privately negotiated transactions, approximately $82.8 million of our 3.70% unsecured convertible notes (“3.70% Unsecured Convertible Notes”) at an aggregate cash price of approximately $84.6 million. As a result of the repurchases, we recognized a loss on early extinguishment of debt of approximately $2.4 million during the fourth quarter of 2010.

During the year ended December 31, 2010, we repaid eight secured loans aggregating approximately $118.5 million and, in connection with three 2010 acquisitions, assumed three secured loans aggregating approximately $21.1 million.

Leasing

For the year ended December 31, 2010, we executed a total of 142 leases for approximately 2,744,000 rentable square feet at 71 different properties (excluding month-to-month leases). Of this total, approximately 1,778,000 rentable square feet related to new or renewal leases of previously leased space and approximately 966,000 rentable square feet related to developed, redeveloped, or previously vacant space. Of the 966,000 rentable square feet, approximately 712,000 rentable square feet were related to our development or redevelopment programs, with the remaining 254,000 rentable square feet related to previously vacant space. Rental rates (on a basis calculated in accordance with generally accepted accounting principles in the United States (“GAAP”)) for these new or renewal leases were on average approximately 4.9% higher than rental rates for the respective expiring leases.

Business objectives and strategies

We focus our property operations and investment activities principally in the following life science markets:

· California – San Diego;

· California – San Francisco Bay;

· Greater Boston;

· New York City/New Jersey/Suburban Philadelphia;

· Southeast;

· Suburban Washington, D.C.;

· Washington – Seattle; and

· International.

Our client tenant base is broad and diverse within the life science industry and reflects our focus on regional, national, and international tenants with substantial financial and operational resources. For a more detailed description of our properties and tenants, see “Item 2. Properties.” We have an experienced board of directors and are led by a senior management team with extensive experience in both the real estate and life science industries.

Growth and operating strategies

We continue to demonstrate the strength and durability of our core operations providing life science laboratory space to the broad and diverse life science industry. Our core operating results were steady for the year ended December 31, 2010. We intend to selectively acquire properties that we believe provide long-term value to our stockholders. Our strategy for acquisitions will focus on the quality of the submarket locations, improvements, tenancy, and overall return. We believe the life science industry will remain keenly focused on adjacency locations to key innovation drivers in each major life science submarket. As such, we will also focus on adjacency locations which will deliver high cash flows, stability, and returns as we work to deliver the highest value to our stockholders. We also intend to continue to focus on the completion of our existing active redevelopment projects aggregating approximately 755,463 rentable square feet and our existing active development projects aggregating approximately an additional 475,818 rentable square feet. Additionally, we intend to continue with preconstruction activities for certain land parcels for future ground-up development in order to preserve and create value for these projects. These important preconstruction activities add significant value to our land for future ground-up development and are required for the ultimate vertical construction of the buildings. We also continue to be very careful and prudent with any future decisions to add new projects to our active ground-up developments. Future ground-up development projects will likely require significant preleasing from high-quality and/or creditworthy entities. We intend to continue to reduce debt as a percentage of our overall capital structure over a multi-year period. During this period, we may also extend and/or refinance certain debt maturities. We expect sources of funds for construction activities and repayment of outstanding debt to be provided over several years by opportunistic sales of real estate, joint ventures, cash flows from operations, new secured or unsecured debt, and the issuance of additional equity securities, as appropriate.

Table of Contents

We seek to maximize funds from operations (“FFO”), balance sheet liquidity and flexibility, and cash available for distribution to our stockholders through the ownership, operation, management, and selective redevelopment, development, and acquisition of life science properties, as well as management of our balance sheet. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Funds From Operations” for a discussion of how we compute and view FFO, as well as a discussion of other measures of cash flow. In particular, we seek to maximize FFO, balance sheet liquidity and flexibility, and cash available for distribution by:

· maintaining a strong, liquid, and flexible balance sheet;

· maintaining strong and stable operating cash flows;

· re-tenanting and re-leasing space at higher rental rates to the extent possible, while minimizing tenant improvement costs;

· maintaining solid occupancy while also maintaining high lease rental rates;

· realizing contractual rental rate escalations, which are currently provided for in approximately 91% of our leases (on a rentable square footage basis);

· implementing effective cost control measures, including negotiating pass-through provisions in tenant leases for operating expenses and certain capital expenditures;

· improving investment returns through leasing of vacant space and replacement of existing tenants with new tenants at higher rental rates;

· achieving higher rental rates from existing tenants as existing leases expire;

· selectively selling properties, including land parcels, to reduce outstanding debt;

· selectively acquiring high-quality life science properties in our target life science cluster markets at prices that enable us to realize attractive returns;

· selectively redeveloping existing office, warehouse, shell space, or newly acquired properties into generic laboratory space that can be leased at higher rental rates in our target life science cluster markets; and

· selectively developing properties in our target life science cluster markets.

Acquisitions

We seek to identify and acquire high-quality life science properties in our target life science cluster markets. Critical evaluation of prospective property acquisitions is an essential component of our acquisition strategy. When evaluating acquisition opportunities, we assess a full range of matters relating to the prospective property or properties, including:

· adjacency to centers of innovation and technological advances;

· location of the property and our strategy in the relevant market;

· quality of existing and prospective tenants;

· condition and capacity of the building infrastructure;

· quality and generic characteristics of the laboratory facilities;

· physical condition of the structure and common area improvements;

· opportunities available for leasing vacant space and for re-tenanting occupied space;

· a vailability of land for future ground-up development of new life science laboratory space ; and

· opportunities to redevelop existing space into higher rent generic life science laboratory space.

Redevelopment

A key component of our long term business model is the redevelopment of existing office, warehouse, or shell space as generic life science laboratory space that can be leased at higher rates. As of December 31, 2010, we had 12 projects aggregating 755,463 rentable square feet undergoing redevelopment. In addition to properties undergoing redevelopment, as of December 31, 2010, our asset base contained embedded opportunities for a future permanent change of use to life science laboratory space through redevelopment aggregating approximately 1.5 million rentable square feet.

Table of Contents

Development

Another key component of our long term business model is ground-up development projects. Our development strategy is primarily to pursue selective projects where we expect to achieve appropriate investment returns. Our ground-up development projects focus on investment in generic and reusable infrastructure, rather than tenant specific improvements. As of December 31, 2010, we had five parcels of land undergoing ground-up development approximating 475,818 rentable square feet of life science laboratory space. We also have an embedded pipeline for future ground-up development approximating 12.7 million developable square feet.

Tenants

Competition

In general, other life science properties are located in close proximity to our properties. The amount of rentable space available in any market could have a material effect on our ability to rent space and on the rents that we can earn. In addition, we compete for investment opportunities with insurance companies, pension and investment funds, private equity entities, partnerships, developers, investment companies, other REITs, and owner/occupants. Many of these entities have substantially greater financial resources than we do and may be able to pay more than us or accept more risk than we are willing to accept. These entities may be less sensitive to risks with respect to the creditworthiness of a tenant or the geographic concentration of their investments. Competition may also reduce the number of suitable investment opportunities available to us or may increase the bargaining power of property owners seeking to sell. Competition in acquiring existing properties and land, both from institutional capital sources and from other REITs, has been very strong over the past several years. We believe we have differentiated ourselves from our competitors, as we are the innovator as well as the largest owner, manager, and developer of life science properties, in key life science markets and have the most important relationships in the life science industry.

Financial information about our operating segment

See Note 2 to our consolidated financial statements for information about our operating segment.

Regulation

General

Properties in our markets are subject to various laws, ordinances, and regulations, including regulations relating to common areas. We believe we have the necessary permits and approvals to operate each of our properties.

Americans With Disabilities Act

Our properties must comply with Title III of the Americans With Disabilities Act of 1990 (the “ADA”), to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and make alterations as appropriate in this respect. See “Item 1A. Risk Factors—We may incur significant costs complying with the Americans With Disabilities Act and similar laws.”

Environmental matters

Under various environmental protection laws, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of hazardous or toxic substances at that property, and may be required to investigate and clean up contamination located on or emanating from that property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the liability may be joint and several. Previous owners used some of our properties for industrial and other purposes, so those properties may contain some level of environmental contamination. The presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability or materially adversely affect our ability to sell, lease, or develop the real estate or to borrow using the real estate as collateral.

Table of Contents

Some of our properties may contain asbestos-containing building materials. Environmental laws require that asbestos-containing building materials be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. These laws may also allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos-containing building materials.

In addition, some of our tenants, routinely handle hazardous substances and wastes as part of their operations at our properties. Environmental laws and regulations subject our tenants, and potentially us, to liability resulting from these activities or from previous uses of those properties. Environmental liabilities could also affect a tenant’s ability to make rental payments to us. We require our tenants to comply with these environmental laws and regulations. See “Item 1A. Risk Factors—We could be held liable for damages resulting from our tenants’ use of hazardous materials.”

Independent environmental consultants have conducted Phase I or similar environmental site assessments on the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties, and do not generally include soil samplings, subsurface investigations, or an asbestos survey. These assessments have not to date revealed any environmental liability that we believe would have a material adverse effect on our business, assets, or results of operations. Nevertheless, it is possible that the assessments on our properties have not revealed all environmental conditions, liabilities, or compliance concerns. Material environmental conditions, liabilities, or compliance concerns may have arisen after the review was completed or may arise in the future; and future laws, ordinances, or regulations may impose material additional environmental liability. See “Item 1A. Risk Factors — We could incur significant costs complying with environmental laws.”

Insurance

We carry comprehensive liability, fire, extended coverage, and rental loss insurance with respect to our properties. We select policy specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of the coverage, and industry practice. In the opinion of management, the properties in our portfolio are currently adequately insured. In addition, we have obtained earthquake insurance for certain properties located in the vicinity of active earthquake faults. We also carry environmental remediation insurance and title insurance on our properties. We obtain our title insurance policies when we acquire the property, with each policy covering an amount equal to the initial purchase price of each property. Accordingly, any of our title insurance policies may be in an amount less than the current value of the related property. See “Item 1A. Risk Factors—Our insurance may not adequately cover all potential losses.”

Available information

Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, including any amendments to the foregoing reports, are available, free of charge, through our corporate website at http://www.labspace.com as soon as is reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The current charters of our Board of Director’s Audit, Compensation, and Nominating & Governance Committees, along with the Company’s corporate governance guidelines and Business Integrity Policy and Procedures for Reporting Non-compliance (the “Business Integrity Policy”) are available on our corporate website. Additionally, any amendments to, and waivers of, our Business Integrity Policy that apply to our Chief Executive Officer and Chief Financial Officer will be available free of charge on our corporate website in accordance with applicable SEC and New York Stock Exchange (“NYSE”) requirements. Written requests should be sent to Alexandria Real Estate Equities, Inc., 385 East Colorado Boulevard, Suite 299, Pasadena, California 91101, Attention: Investor Relations. Further, a copy of this annual report on Form 10-K is located at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The public may also download these materials from the SEC’s website at http://www.sec.gov.

Employees

As of December 31, 2010, we had 151 full-time employees. We believe that we have good relations with our employees. We have adopted a Business Integrity Policy that applies to all of our employees. Its receipt and review by each employee is documented and verified annually.

Table of Contents

ITEM 1A. RISK FACTORS

The global financial crisis, high structural unemployment, and other events or circumstances beyond the control of the Company, may adversely affect our industry, business, results of operations, contractual commitments, and access to capital.

What began initially in 2007 and 2008 as a “subprime” mortgage crisis turned into an extraordinary United States and worldwide structural economic and financial crisis coupled with the rapid decline of the consumer economy. In 2008 and 2009 significant concerns over energy costs, geopolitical issues, the availability and cost of credit, the United States mortgage market, and a declining real estate market in the United States have contributed to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards. In 2010, the economy has shown signs of improvement, but recovery has been slow and volatile. These factors, combined with volatile oil prices, fluctuating business and consumer confidence, precipitated a steep economic decline. Further, severe financial and structural strains on the banking and financial systems have led to significant lack of trust and confidence in the global credit and financial system. Consumers and money managers have liquidated and may liquidate equity investments and consumers and banks have held and may hold cash and other lower risk investments, resulting in significant and, in some cases, catastrophic declines in the equity capitalization of companies and unusual failures of financial institutions. While bank earnings and liquidity are on the rebound, the potential of significant future credit losses clouds the lending outlook. Additionally, job growth remains sluggish, and sustained high unemployment can further hinder economic growth.

Changes in laws, regulations, and financial accounting standards may adversely affect our reported results of operations.

As a response in large part to perceived abuses and deficiencies in current regulation believed to have caused or exacerbated the recent global financial crisis, legislative, regulatory, and accounting standard-setting bodies around the world are engaged in an intensive, wide-ranging examination and re-writing of the laws, regulations, and accounting standards that have constituted the basic playing field of global and domestic business for several decades. In many jurisdictions, including the United States, the legislative and regulatory response has included the extensive reorganization of existing regulatory and rulemaking agencies and organizations, and the establishment of new agencies with broad, interest powers. This reorganization has disturbed long-standing regulatory and industry relationships and established procedures.

The rulemaking and administrative efforts have focused principally on the areas perceived as contributing to the financial crisis, including banking, investment banking, securities regulation, and real estate finance with spillover impacts into many other areas. These initiatives have created a degree of uncertainty regarding the basic rules governing the real estate industry and many other businesses that is unprecedented in the United States at least since the wave of lawmaking, regulatory reform, and governmental reorganization that followed in the wake of the Great Depression.

The global financial crisis and the aggressive governmental and accounting profession reaction thereto occurs against a backdrop of increasing globalization and internationalization of financial and securities regulation that began prior to the financial crisis. As a result of this ongoing trend, financial and investment activities previously regulated almost exclusively at a local or national level are increasingly regulated, or at least coordinated, on an international basis, with national rulemaking and standard setting groups relinquishing varying degrees of local and national control to achieve more uniform regulation and reduce the ability of market participants to engage in regulatory arbitrage between jurisdictions. This globalization and internationalization trend has continued, arguably with an increased sense of urgency and importance, since the financial crisis.

This high degree of regulatory uncertainty, coupled with considerable additional uncertainty regarding the underlying condition and prospects of global, domestic, and local economies, has created a business environment characterized by an unusually pronounced lack of visibility that makes business planning and projections even more uncertain than is ordinarily the case for businesses in the financial and real estate sectors.

In the commercial real estate sector in which we operate, the uncertainties posed by various initiatives of accounting standard-setting authorities to rewrite in fundamental respects major bodies of accounting literature constitute a significant source of uncertainty as to the basic rules of business engagement. Changes in accounting standards and requirements, including the potential requirement that United States public companies prepare financial statements in accordance with international standards, potential changes in lease accounting, and the adoption of accounting standards likely to require the increased use of “fair value” measures, may have a significant effect on our financial results and on the results of our tenants, which would have a secondary impact upon us. New accounting pronouncements and interpretations of existing pronouncements are likely to continue to occur at an accelerated pace as a result of recent Congressional and regulatory actions and continuing efforts by the accounting profession itself to reform and modernize its principles and procedures.

Table of Contents

Although we have not been as directly affected by the wave of new legislation and regulation as banks and investment banks, we may also be adversely affected by new or amended laws or regulations, changes in federal, state, or foreign tax laws and regulations, and by changes in the interpretation or enforcement of existing laws and regulations. In the United States, the financial crisis and continuing economic slowdown has already prompted a list of legislative, regulatory, and accounting profession responses, including the adoption in 2009 by the Financial Accounting Standards Board (“FASB”), of accounting literature which changed in fundamental respects the accounting rules governing sales of financial assets and consolidation of certain entities that have severely curtailed the ability of entities to recognize gain on the sale or securitization of financial assets.

The federal legislative response has culminated most recently in the enactment on July 21, 2010 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”). The Dodd-Frank Act contains far-reaching provisions that substantially revise, or provide for the revision of, long-standing, fundamental rules governing the banking and investment banking industries, and provide for the broad restructuring of the regulatory authorities in these areas. The Dodd-Frank Act is expected to result in profound changes in the ground rules for financial business activities in the United States.

To a large degree, the impacts of the legislative, regulatory, and accounting reforms to date are still not clear. Many of the provisions of the Dodd-Frank Act have extended implementation periods and delayed effective dates and will require extensive rulemaking by regulatory authorities. While we do not currently expect the Dodd-Frank Act to have a significant direct effect on us, the Dodd-Frank Act’s impact on us may not be known for an extended period of time. The Dodd-Frank Act, including future rules implementing its provisions and the interpretation of those rules, along with other legislative and regulatory proposals directed at the financial or real estate industries or affecting taxation that are proposed or pending in the United States Congress, may limit our revenues, impose fees or taxes on us, and/or intensify the regulatory framework in which we operate in ways that are not currently identifiable. The Dodd-Frank Act is also expected to result in substantial changes and dislocations in the banking industry and the financial services sector in ways, for example, that could have significant consequences on the availability and pricing of unsecured credit, commercial mortgage credit, and derivatives, such as interest rate swaps, that are important aspects of our business. Accordingly, new laws, regulations, and accounting standards, as well as changes to, or new interpretations of, currently accepted accounting practices in the real estate industry, may adversely affect our results of operations.

The enactment of the Dodd-Frank Act will subject us to substantial additional federal regulation, and we cannot predict the effect of such regulation on our business, results of operations, cash flows or financial condition.

There are significant corporate governance and executive compensation-related provisions in the Dodd-Frank Act that require the SEC to adopt additional rules and regulations in these areas. For example, the Dodd-Frank Act requires publicly traded companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and authorizes the SEC to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. Our efforts to comply with these requirements have resulted in, and are likely to continue to result in, an increase in expenses and a diversion of management’s time from other business activities. In addition, provisions of the Dodd-Frank Act that directly affect other participants in the real estate and capital markets, such as banks, investment funds, and interest rate swap providers, could have indirect, but material, impacts on our business that cannot now be predicted. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by various regulatory agencies and through regulations, the full extent of the impact such requirements will have on our operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of business activities, require changes to certain business practices, or otherwise adversely affect our business.

Changes in the system for establishing United States accounting standards may result in adverse fluctuations in our asset and liability values and earnings, and materially and adversely affect our reported results of operations.

Accounting for public companies in the United States has historically been conducted in accordance with GAAP. GAAP is established by the FASB, an independent body whose standards are recognized by the SEC as authoritative for publicly held companies. The International Accounting Standards Board (“IASB”) is a London-based independent board established in 2001 and charged with the development of International Financial Reporting Standards (“IFRS”). IFRS generally reflects accounting practices that prevail in Europe and in developed nations around the world.

IFRS differs in material respects from GAAP. Among other things, IFRS has historically relied more on “fair value” models of accounting for assets and liabilities than GAAP. “Fair value” models are based on periodic revaluation of assets and liabilities, often resulting in fluctuations in such values as compared to GAAP, which relies more frequently on historical cost as the basis for asset and liability valuation.

Table of Contents

The SEC has proposed the mandatory adoption of IFRS by United States public companies starting in 2015, with early adoption permitted before that date. It is unclear at this time how the SEC will propose that GAAP and IFRS be harmonized if the proposed change is adopted. In addition, switching to a new method of accounting and adopting IFRS will be a complex undertaking. We may need to develop new systems and controls based on the principles of IFRS. Since these are new endeavors, and the precise requirements of the pronouncements ultimately adopted are not now known, the magnitude of costs associated with this conversion are uncertain.

We are currently evaluating the impact of the adoption of IFRS on our financial position and results of operations. Such evaluation cannot be completed, however, without more clarity regarding the specific IFRS standards that will be adopted. Until there is more certainty with respect to the IFRS standards to be adopted, prospective investors should consider that our conversion to IFRS could have a material adverse impact on our reported results of operations.

Changes in financial accounting standards governing leases and investment properties may cause adverse unexpected fluctuations in our income and asset valuations, which could impact our compliance with debt covenants and adversely affect our reported results of operations.

In August 2010, a joint committee of the FASB and the IASB issued an exposure draft on a new standard for lease accounting by both lessors and lessees. With respect to accounting by lessors, the exposure draft reflects the FASB’s and the IASB’s tentative conclusion to adopt one of two accounting models with respect to operating leases, which comprise substantially our entire lease portfolio. A lessor that retains exposure to significant risks or benefits associated with the underlying asset would apply a “performance obligation” approach; otherwise, the lessor would apply the “derecognition” approach. For substantially our entire lease portfolio, we anticipate applying the “performance obligation” approach.

Under this approach, the underlying leased real estate asset remains on the balance sheet of the lessor and a separate liability for the performance obligation of the lessor—that is, the obligation to make the property available to the lessee and related obligations—would be recorded. In addition, the lessor would recognize an additional asset representing its right to receive rental payments, which would be subsequently measured at amortized cost using the effective interest method which would replace the current straight-line recognition of lease revenue. If the guidance is issued in its current form, we would expect our assets and liabilities to increase substantially relative to the current presentation. Additionally, income on leases previously accounted for as operating leases would be front-end loaded as compared to the existing accounting requirements. Accordingly, the new guidance, if adopted as proposed, may impact key financial metrics, including those which serve or may serve as covenants for our outstanding debt.

The FASB, under a separate but related project, is considering requiring investment properties to be reported at fair value at the end of each quarterly reporting period. Under this proposed guidance, lessors with investment properties would not be subject to the proposed FASB/IASB lease accounting guidance described above with respect to their investment properties. If we are required to fair value our investment properties quarterly, we may experience significant fluctuations in our results of operations from one reporting period to the next.

The new lease and investment property guidance is expected to be finalized in the second quarter of 2011, with an effective date no earlier than 2013. We are currently evaluating the impact of the adoption of the proposed lease accounting standard and the anticipated investment property standard on our financial position and results of operations. Such evaluation cannot be completed, however, without more clarity regarding the specific standard that will be adopted. Until there is more certainty with respect to the standards to be adopted, prospective investors should consider that the proposed and anticipated standard could have a material adverse impact on our reported results of operations.

Changes in laws, regulations, and financial accounting standards applicable to our tenants may materially affect the terms of our leases and demand for our properties, and thereby cause adverse unexpected fluctuations in income and adversely affect our reported results of operations.

The lease accounting exposure draft issued by the FASB and the IASB would generally require our tenants to establish an asset on their balance sheet representing the right to occupy and use the leased property and an offsetting liability representing the tenant’s lease payment obligation. For many life science companies whose intellectual property and other assets do not carry high balance sheet values, the cost of the tenant’s premises constitutes one of the tenant’s most significant financial attributes, and the new requirement to record an asset and a liability reflecting the right to use and the payment obligation with respect to a leased property as balance sheet entries could have a significant impact on the structuring of new and renewal leases in the future.

Table of Contents

For example, all other things being equal, lessees may negotiate for shorter-term leases or other features that would result in relatively lower recognition of balance sheet asset and liability related to leases. Moreover, some lessees who decided to lease rather than purchase their premises to avoid recording the value of the property as an asset and the amount of an associated mortgage as a liability may in the future purchase rather than lease their premises if the standard is adopted as proposed.

Non-accounting legal developments affecting a significant portion of our tenant base could also have unforeseen, and potentially materially adverse, impacts on our business and results of operations. For example, changes in tax rules regarding the treatment of research and development costs, and governmental incentives to life science companies to locate in particular geographic markets in the United States or in foreign jurisdictions, could systematically impact our tenants’ siting decisions in favor of markets in the United States or in foreign jurisdictions in which we do not have a significant presence.

We are currently evaluating the impact of the adoption of the proposed lease accounting standard on our tenants’ financial position and results of operations, as well as the likely impact of the standard on the lease preferences of our tenants. Such evaluation cannot be completed, however, without more clarity regarding the specific standard that will be adopted. Until there is more certainty with respect to the standard to be adopted and the impact thereof on our tenants, prospective investors should consider that the imposition of the lease accounting standard on our tenants could ultimately have a material adverse impact on our reported results of operations.

Current levels of market volatility are unprecedented.

The capital and credit markets have experienced volatility and disruption for several years. In some cases, the markets have produced downward pressure on stock prices and credit capacity for certain issuers without regard to those issuers’ underlying financial and/or operating strength. If current levels of market disruption and volatility continue or worsen, there can be no assurance that we will not experience an adverse effect, which may be material, on our business, financial condition, and results of operations. Disruptions, uncertainty, or volatility in the capital markets may also limit our access to capital from financial institutions on favorable terms, or at all, and our ability to raise capital through the issuance of equity securities could be adversely affected by causes beyond the control of the Company through ongoing extraordinary disruptions in the global economy and financial systems or other events.

We may not be able to obtain additional capital to further our business objectives.

Our ability to acquire, develop, or redevelop properties depends upon our ability to obtain capital. The real estate industry has recently experienced volatile debt and equity capital markets with periods of extreme illiquidity. A prolonged period in which we cannot effectively access the public equity or debt markets may result in heavier reliance on alternative financing sources to undertake new investments. An inability to obtain equity or debt capital on acceptable terms could delay or prevent us from acquiring, financing, and completing desirable investments, and which could otherwise adversely affect our business. Also, the issuance of additional shares of capital stock or interests in subsidiaries to fund future operations could dilute the ownership of our then-existing stockholders. Even as liquidity returns to the market, debt and equity capital may be more expensive than in prior years.

Possible future sales of shares of our common stock could adversely affect its market price.

We cannot predict the effect, if any, of future sales of shares of our common stock on the market price of our common stock from time to time. Sales of substantial amounts of capital stock (including common stock issued upon the exercise of stock options, the conversion of convertible debt securities, or the conversion or redemption of preferred stock), or the perception that such sales may occur, could adversely affect prevailing market prices for our common stock.

We have reserved a number of shares of common stock for issuance to our directors, officers, and employees pursuant to our Amended and Restated 1997 Stock Award and Incentive Plan (sometimes referred to herein as our equity incentive plan). As of December 31, 2010, a total of 3,019,340 shares of our common stock were reserved for issuance under our Amended and Restated 1997 Stock Award and Incentive Plan.

As of December 31, 2010, options to purchase 51,850 shares of our common stock were outstanding, all of which were exercisable. We have filed a registration statement with respect to the issuance of shares of our common stock pursuant to grants under our equity incentive plan. In addition, any shares issued under our equity incentive plan will be available for sale in the public market from time to time without restriction by persons who are not our “affiliates” (as defined in Rule 144 adopted under the Securities Act). Affiliates will be able to sell shares of our common stock subject to restrictions under Rule 144.

Table of Contents

The price per share of our stock may fluctuate significantly.

The market price per share of our common stock may fluctuate significantly in response to many factors, including, but not limited to:

· the availability and cost of debt and/or equity capital;

· the condition of our balance sheet;

· the condition of the financial and banking industries;

· actual or anticipated variations in our quarterly operating results or dividends;

· the amount and timing of debt maturities and other contractual obligations;

· changes in our FFO or earnings estimates;

· the publication of research reports about us, the real estate industry, or the life science industry;

· the general reputation of REITs and the attractiveness of their equity securities in comparison to other debt or equity securities (including securities issued by other real estate-based companies);

· general stock and bond market conditions, including changes in interest rates on fixed income securities, that may lead prospective purchasers of our stock to demand a higher annual yield from future dividends;

· changes in our analyst ratings;

· changes in market valuations of similar companies;

· adverse market reaction to any additional debt we incur in the future;

· additions or departures of key management personnel;

· actions by institutional stockholders;

· speculation in the press or investment community;

· terrorist activity adversely affecting the markets in which our securities trade, possibly increasing market volatility and causing the further erosion of business and consumer confidence and spending;

· government regulatory action and changes in tax laws;

· the realization of any of the other risk factors included in this annual report on Form 10-K; and

· general market and economic conditions.

Many of the factors listed above are beyond our control. These factors may cause the market price of shares of our common stock to decline, regardless of our financial condition, results of operations, business, or our prospects.

Our debt service obligations may have adverse consequences on our business operations.

We use debt to finance our operations, including the acquisition, development, and redevelopment of properties. Our use of debt may have adverse consequences, including the following:

· our cash flow from operations may not be sufficient to meet required payments of principal and interest;

· we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms, to make payments on our debt;

· we may default on our debt obligations, and the lenders or mortgagees may foreclose on our properties that secure those loans;

· a foreclosure on one of our properties could create taxable income without any accompanying cash proceeds to pay the tax;

· a default under a mortgage loan that has cross default provisions may cause us to automatically default on another loan;

· we may not be able to refinance or extend our existing debt;

· the terms of any refinancing or extension may not be as favorable as the terms of our existing debt;

· we may be subject to a significant increase in the variable interest rates on our unsecured line of credit and unsecured term loan and certain other borrowings, which could adversely impact our operations; and

· the terms of our debt obligations may require a reduction in our distributions to stockholders.

As of December 31, 2010, we had outstanding mortgage indebtedness of approximately $790.9 million (net of $1.1 million discount), secured by 49 properties, and outstanding debt under our unsecured line of credit and unsecured term loan of approximately $1.5 billion. In addition, as of December 31, 2010, we had approximately $295.1 million (net of $6.9 million discount) and $230,000 (net of $20,000 discount) of 3.70% and 8.00% unsecured convertible notes outstanding, respectively.

Table of Contents

We may not be able to refinance our debt and/or our debt may not be assumable.

Due to the high volume of real estate debt financing in recent years, the real estate industry may require more funds to refinance debt maturities than the potential funds available from lenders. This potential shortage of available funds from lenders and stricter credit underwriting guidelines may limit our ability to refinance our debt as it matures, our cash flows, our ability to make distributions to our stockholders, or adversely affect our financial condition, results of operations, and the market price of our common stock.

As of December 31, 2010, we have approximately $2.6 billion in outstanding debt. This debt may be unassumable by a potential purchaser of the Corporation and may be subject to significant prepayment penalties.

We may not be able to borrow additional amounts under our unsecured line of credit and unsecured term loan.

Aggregate unsecured borrowings under our unsecured line of credit and unsecured term loan is limited to an amount based primarily on the net operating income derived from a pool of unencumbered properties and our cost basis of certain land and construction projects and compliance with certain financial and non-financial covenants. Borrowings under our unsecured line of credit and unsecured term loan are funded by a group of approximately 50 banks. Our ability to borrow additional amounts under our unsecured line of credit and unsecured term loan may be negatively impacted by a decrease in cash flows from our properties, a default or cross default under our unsecured line of credit and unsecured term loan, non-compliance with one or more loan covenants, and non-performance or failure of one or more lenders under our unsecured line of credit and unsecured term loan. In addition, we may not be able to refinance or repay outstanding borrowings on our unsecured line of credit or unsecured term loan. Our inability to borrow additional amounts could delay or prevent us from acquiring, financing, and completing desirable investments, which could adversely affect our business; and our inability to refinance or repay amounts under our unsecured line of credit or unsecured term loan may adversely affect our cash flows, ability to make distributions to our stockholders, financial condition, and results of operations.

Our unsecured line of credit and unsecured term loan restrict our ability to engage in some business activities.

Our unsecured line of credit and unsecured term loan contain customary negative covenants and other financial and operating covenants that, among other things:

· restrict our ability to incur additional indebtedness;

· restrict our ability to make certain investments;

· restrict our ability to merge with another company;

· restrict our ability to make distributions to stockholders;

· require us to maintain financial coverage ratios; and

· require us to maintain a pool of unencumbered assets approved by the lenders.

These restrictions could cause us to default on our unsecured line of credit and unsecured term loan or negatively affect our operations and our ability to make distributions to our stockholders.

We could become highly leveraged and our debt service obligations could increase.

Our organizational documents do not limit the amount of debt that we may incur. Therefore, we could become highly leveraged. This would result in an increase in our debt service obligations that could adversely affect our cash flow and our ability to make distributions to our stockholders. Higher leverage could also increase the risk of default on our debt obligations.

If interest rates rise, our debt service costs will increase and the value of our properties may decrease.

Our unsecured line of credit, unsecured term loan, and certain other borrowings bear interest at variable rates, and we may incur additional debt in the future. Increases in market interest rates would increase our interest expense under these debt instruments and would increase the costs of refinancing existing indebtedness or obtaining new debt. Additionally, increases in market interest rates may result in a decrease in the value of our real estate and decrease the market price of our common stock. Accordingly, these increases could adversely affect our financial position and our ability to make distributions to our stockholders.

Table of Contents

Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

The interest rate hedge agreements we use to manage some of our exposure to interest rate volatility involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. In addition, these arrangements may not be effective in reducing our exposure to changes in interest rates. These risk factors may lead to failure to hedge effectively against changes in interest rates and therefore may adversely affect our results of operations.

The adoption of derivatives legislation by Congress could have an adverse impact on our ability to hedge risks associated with our business.

The Dodd-Frank Act regulates derivative transactions, which include certain instruments used in our risk management activities. The Dodd-Frank Act contemplates that most swaps will be required to be cleared through a registered clearing facility and traded on a designated exchange or swap execution facility. There are some exceptions to these requirements for entities that use swaps to hedge or mitigate commercial risk. While we may ultimately be eligible for such exceptions, the scope of these exceptions is currently uncertain, pending further definition through rulemaking proceedings. Among the other provisions of the Dodd-Frank Act that may affect derivative transactions are those relating to establishment of capital and margin requirements for certain derivative participants; establishment of business conduct standards, recordkeeping and reporting requirements; and imposition of position limits. Although the Dodd-Frank Act includes significant new provisions regarding the regulation of derivatives, the impact of those requirements will not be known definitively until regulations have been adopted by the SEC and the Commodities Futures Trading Commission. The new legislation and any new regulations could increase the operational and transactional cost of derivatives contracts and affect the number and/or creditworthiness of available hedge counterparties to us.

The conversion rights of our 3.70% unsecured convertible notes may be detrimental to holders of our common stock.

As of December 31, 2010, we had approximately $295.1 million, net of $6.9 million discount, outstanding on our 3.70% Unsecured Convertible Notes. Prior to January 15, 2012, we will not have the right to redeem the 3.70% Unsecured Convertible Notes, except to preserve our qualification as a REIT. On and after that date, we have the right to redeem the 3.70% Unsecured Convertible Notes, in whole or in part, at any time and from time to time, for cash equal to 100% of the principal amount of the 3.70% Unsecured Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. Holders of the 3.70% Unsecured Convertible Notes may require us to repurchase their notes, in whole or in part, on January 15, 2012, 2017, and 2022 for cash equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date. Holders of the 3.70% Unsecured Convertible Notes may require us to repurchase all or a portion of their notes upon the occurrence of specified corporate transactions, including a change in control, certain merger or consolidation transactions, or the liquidation of the Company (each, a “Fundamental Change”), at a repurchase price in cash equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. At issuance, the 3.70% Unsecured Convertible Notes had an initial conversion rate of approximately 8.4774 shares of common stock per $1,000 principal amount of the 3.70% Unsecured Convertible Notes, representing a conversion price of approximately $117.96 per share of our common stock. This initial conversion price represented a premium of 20% based on the last reported sale price of $98.30 per share of our common stock on January 10, 2007. The conversion rate of the 3.70% Unsecured Convertible Notes is subject to adjustments for certain events, including, but not limited to, certain dividends on our common stock in excess of $0.74 per share per quarter and dividends on our common stock payable in shares of our common stock. As of December 31, 2010, the 3.70% Unsecured Convertible Notes had a conversion rate of approximately 8.5207 shares of common stock per $1,000 principal amount of the 3.70% Unsecured Convertible Notes, which is equivalent to a conversion price of approximately $117.36 per share of our common stock. Holders of the 3.70% Unsecured Convertible Notes may convert their notes into cash and, if applicable, shares of our common stock prior to the stated maturity of January 15, 2027 only under the following circumstances: (1) during any calendar quarter after the calendar quarter ending March 31, 2007, if the closing sale price of our common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (the “3.70% Unsecured Convertible Note Measurement Period”) in which the average trading price per $1,000 principal amount of 3.70% Unsecured Convertible Notes was equal to or less than 98% of the average conversion value of the 3.70% Unsecured Convertible Notes during the 3.70% Unsecured Convertible Note Measurement Period; (3) upon the occurrence of a Fundamental Change; (4) if we call the 3.70% Unsecured Convertible Notes for redemption; and (5) at any time from, and including, December 15, 2026 until the close of business on the business day immediately preceding January 15, 2027 or earlier redemption or repurchase.

Table of Contents

The conversion of the 3.70% Unsecured Convertible Notes into our common stock would dilute stockholder ownership in the Company, and could adversely affect the market price of our common stock or impair our ability to raise capital through the sale of additional equity securities. Any adjustments that increase the conversion rate of the 3.70% Unsecured Convertible Notes would increase their dilutive effect. Further, the 3.70% Unsecured Convertible Notes may be converted into cash at a time when we need to conserve our cash reserves, in which event, such conversion may adversely affect us and our stockholders.

The conversion rights of our convertible preferred stock may be detrimental to holders of common stock.

As of December 31, 2010, we had approximately $250 million outstanding of 7.00% series D cumulative convertible preferred stock (“Series D Convertible Preferred Stock”). The Series D Convertible Preferred Stock may be converted into shares of our common stock subject to certain conditions. At December 31, 2010, the conversion rate for the Series D Convertible Preferred Stock was 0.2480 shares of our common stock per $25.00 liquidation preference, which was equivalent to a conversion price of approximately $100.81 per share of common stock. The conversion rate for the Series D Convertible Preferred Stock is subject to adjustments for certain events, including, but not limited to certain dividends on our common stock in excess of $0.78 per share per quarter and dividends on our common stock payable in shares of our common stock. In addition, on or after April 20, 2013, we may, at our option, be able to cause some or all of our Series D Convertible Preferred Stock to be automatically converted if the closing sale price per share of our common stock equals or exceeds 150% of the then-applicable conversion price of the Series D Convertible Preferred Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the trading day immediately prior to our issuance of a press release announcing the exercise of our conversion option. Holders of our Series D Convertible Preferred Stock, at their option, may, at any time and from time to time, convert some or all of their outstanding shares.

The conversion of the Series D Convertible Preferred Stock for our common stock would dilute stockholder ownership in our company, and could adversely affect the market price of our common stock or impair our ability to raise capital through the sale of additional equity securities. Any adjustments that increase the conversion rate of the Series D Convertible Preferred Stock would increase their dilutive effect. Further, the conversion rights by the holders of the Series D Convertible Preferred Stock might be triggered in situations where we need to conserve our cash reserves, in which event, our election, under certain conditions, to repurchase such Series D Convertible Preferred Stock in lieu of converting them into common stock might adversely affect us and our stockholders.

We are subject to risks and liabilities in connection with properties owned through partnerships, limited liability companies, and joint ventures.

Our organizational documents do not limit the amount of funds that we may invest in non-wholly owned partnerships, limited liability companies, or joint ventures. Partnership, limited liability company, or joint venture investments involve certain risks, including:

· upon bankruptcy of non-wholly owned partnerships, limited liability companies, or joint venture entities, we may become liable for the partnership’s, limited liability company’s, or joint venture’s liabilities;

· we may share certain approval rights over major decisions with third parties;

· we may be required to contribute additional capital if our partners fail to fund their share of any required capital contributions;

· our partners, co-members, or joint ventures might have economic or other business interests or goals that are inconsistent with our business interests or goals and that could affect our ability to operate the property or our ability to maintain our qualification as a REIT;

· our ability to sell the interest on advantageous terms when we desire may be limited or restricted under the terms of our agreements with our partners; and

· we may not continue to own or operate the interests or assets underlying such relationship or may need to purchase such interests or assets at an above market price to continue ownership.

We generally seek to maintain sufficient control of our partnerships, limited liability companies, and joint ventures to permit us to achieve our business objectives. However, we may not be able to do so, and the occurrence of one or more of the events described above could adversely affect our financial condition, results of operations, cash flow, ability to make distributions to our stockholders, or the market price of our common stock.

Table of Contents

We may not be able to sell our properties quickly to raise money.

Investments in real estate are relatively illiquid compared to other investments. Accordingly, we may not be able to sell our properties when we desire or at prices acceptable to us in response to changes in economic or other conditions. In addition, the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) limits our ability to sell properties held for fewer than two years. These limitations on our ability to sell our properties may adversely affect our cash flows, our ability to repay debt, and our ability to make distributions to our stockholders.

If our revenues are less than our expenses, we may have to borrow additional funds and we may not be able to make distributions to our stockholders.

If our properties do not generate revenues sufficient to meet our operating expenses, including our debt service obligations and capital expenditures, we may have to borrow additional amounts to cover fixed costs and cash flow needs. This could adversely affect our ability to make distributions to our stockholders. Factors that could adversely affect the revenues we generate from, and the values of, our properties include:

· national, local, and worldwide economic conditions;

· competition from other life science properties;

· changes in the life science industry;

· real estate conditions in our target markets;

· our ability to collect rent payments;

· the availability of financing;

· changes to the financial and banking industries;

· changes in interest rate levels;

· vacancies at our properties and our ability to re-lease space;

· changes in tax or other regulatory laws;

· the costs of compliance with government regulation;

· the lack of liquidity of real estate investments; and

· increases in operating costs.

In addition, if a lease at a property is not a triple net lease, we will have greater expenses associated with that property and greater exposure to increases in such expenses. Significant expenditures, such as mortgage payments, real estate taxes and insurance, and maintenance costs are generally fixed and do not decrease when revenues at the related property decrease.

Our distributions to stockholders may decline at any time.

We may not continue our current level of distributions to our stockholders. Our board of directors will determine future distributions based on a number of factors, including:

· our amount of cash available for distribution;

· our financial condition;

· any decision by our board of directors to reinvest funds rather than to distribute such funds;

· our capital expenditures;

· the annual distribution requirements under the REIT provisions of the Internal Revenue Code;

· restrictions under Maryland law; and

· other factors our board of directors deems relevant.

A reduction in distributions to stockholders may negatively impact our stock price.

Distributions on our common stock may be made in the form of cash, stock, or a combination of both .

As a REIT, we are required to distribute at least 90% of our taxable income to our stockholders. Typically, we generate cash for distributions through our operations, the disposition of assets, or the incurrence of additional debt. Our board of directors may determine in the future, to pay dividends on our common stock in cash, shares of our common stock, or a combination of cash and shares of our common stock. The Internal Revenue Service issued Revenue Procedure 2010-12, which provides guidance regarding certain dividends payable in cash or stock at the election of stockholders and declared with respect to taxable years ending on or before December 31, 2011. Under Revenue Procedure 2010-12, a distribution of our stock pursuant to such an election will be considered a taxable distribution of property in an amount equal to the amount of cash that could have been received instead if, among other things, 10% or more of the distribution is payable in cash. Any such dividend would be distributed in a manner intended to count toward satisfaction of our annual distribution requirements and to qualify for the dividends paid deduction. A reduction in the cash yield on our common stock may negatively impact our stock price.

Table of Contents

We may be unable to identify and complete acquisitions and successfully operate acquired properties.

We continually evaluate the market of available properties and may acquire properties when opportunities exist. Our ability to acquire properties on favorable terms and successfully operate them may be exposed to the following significant risks:

· we may be unable to acquire a desired property because of competition from other real estate investors with significant capital, including both publicly traded REITs and institutional investment funds;

· even if we are able to acquire a desired property, competition from other potential acquirers may significantly increase the purchase price or result in other less favorable terms;

· even if we enter into agreements for the acquisition of properties, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction;

· we may be unable to finance acquisitions on favorable terms or at all;

· we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;

· we may be unable to integrate new acquisitions quickly and efficiently, particularly acquisitions of operating properties or portfolios of properties, into our existing operations, and our results of operations and financial condition could be adversely affected;

· acquired properties may be subject to reassessment, which may result in higher than expected property tax payments;

· market conditions may result in higher than expected vacancy rates and lower than expected rental rates; and

· we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties and claims for indemnification by general partners, directors, officers, and others indemnified by the former owners of the properties.

If we cannot finance property acquisitions on favorable terms, or operate acquired properties to meet our financial expectations, our financial condition, results of operations, cash flows, ability to make distributions to our stockholders, trading price of our common stock, and ability to satisfy our debt service obligations could be materially adversely affected.

We may suffer economic harm as a result of making unsuccessful acquisitions in new markets.

We may pursue selective acquisitions of properties in markets where we have not previously owned properties. These acquisitions may entail risks in addition to those we face in other acquisitions where we are familiar with the markets, such as the risk that we do not correctly anticipate conditions or trends in a new market and are therefore not able to generate profit from the acquired property. If this occurs, it could adversely affect our financial position, results of operations, cash flows, our ability to make distributions to our stockholders, the trading price of our common stock, and our ability to satisfy our debt service obligations.

The acquisition of new properties or the development of new properties may give rise to difficulties in predicting revenue potential.

We may continue to acquire additional properties and may seek to develop our existing land holdings strategically as warranted by market conditions. These acquisitions and developments could fail to perform in accordance with expectations. If we fail to accurately estimate occupancy levels, operating costs, or costs of improvements to bring an acquired property or a development property up to the standards established for our intended market position, the performance of the property may be below expectations. Acquired properties may have characteristics or deficiencies affecting their valuation or revenue potential that we have not yet discovered. We cannot assure our stockholders that the performance of properties acquired or developed by us will increase or be maintained under our management.

Table of Contents

We may be unsuccessful with our real estate development and redevelopment activities.

A key component of our long term business model consists of the ground-up development and redevelopment of space for lease. Our success with our development and redevelopment projects depends on many risks that may adversely affect our business, including those associated with:

· negative worldwide economic, financial, and banking conditions;

· worldwide economic recession, lack of confidence, and/or high structural unemployment;

· financial, banking, and credit market conditions;

· the seizure or illiquidity of credit markets;

· national, local, and worldwide economic conditions;

· delays in construction;

· budget overruns;

· lack of availability and/or increasing costs of materials;

· commodity pricing of building materials and supplies;

· financing availability;

· changes in the life sciences, financial, and banking industries;

· volatility in interest rates;

· labor availability and/or strikes;

· uncertainty of leasing;

· timing of the commencement of rental payments;

· changes in local submarket conditions;

· delays or denials of entitlements or permits; and

· other property development uncertainties.

In addition, development and redevelopment activities, regardless of whether they are ultimately successful, typically require a substantial portion of management’s time and attention. This may distract management from focusing on other operational activities. If we are unable to complete development and/or redevelopment projects successfully, our business may be adversely affected.

We have spaces available for redevelopment that may be difficult to redevelop or successfully lease to tenants.

A key component of our long term business model is redevelopment of existing office, warehouse, or shell space as generic life science laboratory space that can be leased at higher rates. There can be no assurance that we will be able to complete spaces undergoing redevelopment or initiate additional redevelopment projects. Redevelopment activities subject us to many risks, including delays in permitting, financing availability, engaging contractors, the availability and pricing of materials and labor, and other redevelopment uncertainties. In addition, there can be no assurance that, upon completion, we will be able to successfully lease the space or lease the space at rental rates at or above the returns on our investment anticipated by our stockholders.

Improvements to life science properties are significantly more costly than traditional office space.

Our properties contain infrastructure improvements that are significantly more costly than other property types. Although we have historically been able to recover the additional investment in infrastructure improvements through higher rental rates, there is the risk that we will not be able to continue to do so in the future. Typical improvements include:

· reinforced concrete floors;

· upgraded roof loading capacity;

· increased floor to ceiling heights;

· heavy-duty heating, ventilation, and air conditioning (“HVAC”) systems;

· enhanced environmental control technology;

· significantly upgraded electrical, gas, and plumbing infrastructure; and

· laboratory benches.

Table of Contents

We could default on leases for land on which some of our properties are located or held for future development.

As of December 31, 2010, we held ground lease obligations including leases for 21 of our properties and land development parcels. These lease obligations have remaining lease terms from 22 to 96 years, excluding extension options. If we default under the terms of any particular lease, we may lose the ownership rights to the property subject to the lease. Upon expiration of a lease and all of its options, we may not be able to renegotiate a new lease on favorable terms, if at all. The loss of the ownership rights to these properties or an increase of rental expense could have a material adverse effect on our financial condition, results of operations, cash flow, stock price, and ability to satisfy our debt service obligations and pay distributions to our stockholders.

We may not be able to operate properties successfully.

Our success depends in large part upon our ability to operate our properties successfully. If we are unable to do so, our business could be adversely affected. The ownership and operation of real estate is subject to many risks that may adversely affect our business and our ability to make payments to our stockholders, including the risks that:

· our properties may not perform as we expect;

· we may lease space at rates below our expectations;

· we may not be able to obtain financing on acceptable terms; and

· we may underestimate the cost of improvements required to maintain or improve space up to standards established for the market position intended for that property.

If we encounter any of these risks, our business and our ability to make distributions to our stockholders could be adversely affected.

We may experience increased operating costs, which may reduce profitability.

Our properties are subject to increases in operating expenses including insurance, property taxes, utilities, administrative costs, and other costs associated with security, landscaping, and repairs and maintenance of our properties. As of December 31, 2010, approximately 96% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes and insurance, common area, and other operating expenses (including increases thereto) in addition to base rent. However, we cannot be certain that our tenants will be able to bear the full burden of these higher costs, or that such increased costs will not lead them, or other prospective tenants, to seek space elsewhere. If operating expenses increase, the availability of other comparable space in the markets we operate in may hinder or limit our ability to increase our rents; if operating expenses increase without a corresponding increase in revenues, our profitability could diminish and limit our ability to make distributions to our stockholders.

In order to maintain the quality of our properties and successfully compete against other properties, we must periodically spend money to maintain, repair, and renovate our properties, which reduces our cash flows .

If our properties are not as attractive to customers in terms of rent, services, condition, or location as properties owned by our competitors, we could lose tenants or suffer lower rental rates. As a result, we may from time to time be required to make significant capital expenditures to maintain the competitiveness of our properties. There can be no assurances that any such expenditures would result in higher occupancy, higher rental rates, or deter existing tenants from relocating to properties owned by our competitors.

We face substantial competition in our target markets.

The significant competition for business in our target markets could have an adverse effect on our operations. We compete for investment opportunities with:

· insurance companies;

· pension and investment funds;

· private equity entities;

· partnerships;

· developers;

· investment companies;

· other REITs; and

· owners/occupants.

Table of Contents

Many of these entities have substantially greater financial resources than we do and may be able to pay more than we can or accept more risk than we are willing to accept. These entities may be less sensitive to risks with respect to the creditworthiness of a tenant or the geographic concentration of their investments. Competition may also reduce the number of suitable investment opportunities available to us or may increase the bargaining power of property owners seeking to sell.

Poor economic conditions in our markets could adversely affect our business.

Our properties are located in the following markets:

· California – San Diego;

· California – San Francisco Bay;

· Greater Boston;

· New York City/New Jersey/Suburban Philadelphia;

· Southeast;

· Suburban Washington, D.C.;

· Washington – Seattle; and

· International.

As a result of our geographic concentration, we depend upon the local economic and real estate conditions in these markets. We are, therefore, subject to increased exposure (positive or negative) to economic, tax, currency fluctuations, and other competitive factors specific to markets in confined geographic areas. Our operations may also be affected if too many competing properties are built in any of these markets. An economic downturn in any of these markets could adversely affect our operations and our ability to make distributions to stockholders. We cannot assure our stockholders that these markets will continue to grow or remain favorable to the life science industry.

We are largely dependent on the life science industry, and changes within the industry may adversely impact our revenues from lease payments and results of operations.

In general, our business and strategy is to invest primarily in properties used by tenants in the life science industry. Our business could be adversely affected if the life science industry is impacted by the current economic, financial, and banking crisis or if the life science industry migrates from the United States to other countries. Because of our industry focus, events within the life science industry may have a more pronounced effect on our ability to make distributions to our stockholders than if we had more diversified investments. Also, some of our properties may be better suited for a particular life science industry tenant and could require modification before we are able to re-lease vacant space to another life science industry tenant. Generally, our properties may not be suitable for lease to traditional office tenants without significant expenditures on renovations.

Our ability to negotiate contractual rent escalations on future leases and to achieve increases in rental rates will depend upon market conditions and the demand for life science properties at the time the leases are negotiated and the increases are proposed.

Many life science entities have completed mergers or consolidations. Mergers or consolidations of life science entities in the future could reduce the amount of rentable square footage requirements of our client tenants and prospective tenants which may adversely impact our revenues from lease payments and results of operations.

Our inability to renew leases or re-lease space on favorable terms as leases expire may significantly affect our business.

Our revenues are derived primarily from rental payments and reimbursement of operating expenses under our leases. If a tenant experiences a downturn in its business or other types of financial distress, it may be unable to make timely payments under its lease. Also, when our tenants decide not to renew their leases or terminate early, we may not be able to re-lease the space. Even if tenants decide to renew or lease space, the terms of renewals or new leases, including the cost of any tenant improvements, concessions, and lease commissions, may be less favorable to us than current lease terms. Consequently, we could generate less cash flow from the affected properties than expected, which could negatively impact our business. We may have to divert cash flow generated by other properties to meet our debt service payments, if any, or to pay other expenses related to owning the affected properties. As of December 31, 2010, leases at our properties representing approximately 13.3% and 10.6% of the aggregate total rentable square footage of our properties, excluding month-to-month leases, were scheduled to expire in 2011 and 2012, respectively.

Table of Contents

High levels of regulation, expense, and uncertainty may adversely affect the life science industry as well as our tenants’ business, results of operations, and financial condition which may adversely affect their ability to make rental payments to us and consequently, may materially adversely affect our business, results of operations, and financial condition.

Our life science industry tenants are subject to a number of risks unique to the life science industry, including the following, any one or more of which may adversely affect their ability to make rental payments to us and consequently, may materially adversely affect our business, results of operations, and financial condition:

· Our client tenants sell products and services in an industry that is characterized by rapid and significant technological changes, frequent new product and service introductions and enhancements, evolving industry standards, and uncertainty over the implementation of new heathcare reform legislation, which may cause them to lose competitive positions and adversely affect their operations.

· Some of our tenants developing potential drugs may find that their drugs are not effective, or may even be harmful, when tested in humans.

· Some of our tenants depend on reimbursements from various government entities or private insurance plans and reimbursements may decrease in the future or may not be obtained.

· Some of our tenants may not be able to manufacture their drugs economically, even if such drugs are proven through human clinical trials to be safe and effective in humans.

· Drugs that are developed and manufactured by some of our tenants require regulatory approval, including the approval of the United States Food and Drug Administration, prior to being made, marketed, sold, and used. The regulatory approval process to manufacture and market drugs is costly, typically takes several years, requires the expenditure of substantial resources, and is often unpredictable. A tenant may fail or experience significant delays in obtaining these approvals.

· Some of our tenants and their licensors require patent, copyright or trade secret protection to develop, make, market, and sell their products and technologies. A tenant may be unable to commercialize its products or technologies if patents covering such products or technologies do not issue, or are successfully challenged, narrowed, invalidated, or circumvented by third parties, or if the tenant fails to obtain licenses to the discoveries of third parties necessary to commercialize its products or technologies.

· A drug made by a tenant may not be well accepted by doctors and patients, may be less effective or accepted than a competitor’s drug, or may be subsequently recalled from the market, even if it is successfully developed, proven safe and effective in human clinical trials, manufactured, and the requisite regulatory approvals are obtained.

· Some of our tenants require significant funding to develop and commercialize their products and technologies, which funding must be obtained from venture capital firms, private investors, the public markets, companies in the life science industry, or federal, state, and local governments. Such funding may become unavailable or difficult to obtain. The ability of each tenant to raise capital will depend on their financial and operating condition and the overall condition of the financial, banking, and economic environment.

· Even with sufficient funding, some of our tenants may not be able to discover or identify potential drug targets in humans, or potential drugs for use in humans, or to create tools or technologies which are commercially useful in the discovery or identification of potential drug targets or drugs.

We cannot assure our stockholders that our tenants will be able to develop, make, market, or sell their products and technologies due to the risks inherent in the life science industry. Any tenant that is unable to avoid, or sufficiently mitigate, the risks described above, may have difficulty making rental payments to us.

Our results of operations depend on our tenants’ research and development efforts and their ability to obtain funding for these efforts.

Our client tenant base includes entities in the pharmaceutical, biotechnology, medical device, life science, and related industries, academic institutions, government institutions, and private foundations. Our tenants determine their research and development budgets based on several factors, including the need to develop new products, the availability of governmental and other funding, competition, and the general availability of resources.

Research and development budgets fluctuate due to changes in available resources, research priorities, general economic conditions, institutional and governmental budgetary limitations, and mergers and consolidations of entities in the life science industry. Our business could be adversely impacted by a significant decrease in life science research and development expenditures by either our tenants or the life science industry.

Additionally, our client tenants include research institutions whose funding is largely dependent on grants from government agencies such as the United States National Institutes of Health (“NIH”), the National Science Foundation, and similar agencies or organizations. Government funding of research and development is subject to the political process, which is often unpredictable. Other programs, such as Homeland Security or defense could be viewed by the government as a higher priority. Additionally, proposals to reduce or eliminate budgetary deficits have sometimes included reduced allocations to the NIH and other government agencies that fund research and development activities. Any shift away from funding of life science research and development or delays surrounding the approval of governmental budget proposals may adversely impact our tenants’ operations, which in turn may impact their ability to make lease payments to us and adversely impact our results of operations.

Table of Contents

The inability of a tenant to pay us rent could adversely affect our business.

Our revenues are derived primarily from rental payments and reimbursement of operating expenses under our leases. If our tenants, especially significant tenants, fail to make rental payments under their leases, our financial condition, cash flow, and ability to make distributions to our stockholders could be adversely affected.

As of December 31, 2010, we had 453 leases with a total of 373 tenants, and 73 of our 167 properties were single-tenant properties. Our three largest tenants accounted for approximately 14.1% of our aggregate annualized base rent, or approximately 6.6%, 3.8%, and 3.7%, respectively. “Annualized base rent” means the annualized fixed base rental amount in effect as of December 31, 2010, using rental revenues calculated on a straight-line basis in accordance with GAAP. Annualized base rent does not include reimbursements for real estate taxes, insurance, utilities, common area, and other operating expenses, substantially all of which are borne by the tenants in the case of triple net leases.

The bankruptcy or insolvency of a major tenant may also adversely affect the income produced by a property. If any of our tenants becomes a debtor in a case under the United States Bankruptcy Code, as amended, we cannot evict that tenant solely because of its bankruptcy. The bankruptcy court may authorize the tenant to reject and terminate its lease with us. Our claim against such a tenant for unpaid future rent would be subject to a statutory limitation that might be substantially less than the remaining rent actually owed to us under the tenant’s lease. Any shortfall in rent payments could adversely affect our cash flow and our ability to make distributions to our stockholders.

Our United States government tenants may not receive annual budget appropriations, which could adversely affect their ability to pay us.

United States government tenants may be subject to annual budget appropriations. If one of our United States government tenants fails to receive its annual budget appropriation, it might not be able to make its lease payments to us. In addition, defaults under leases with federal government tenants are governed by federal statute and not by state eviction or rent deficiency laws. All of our leases with United States government tenants provide that the government tenant may terminate the lease under certain circumstances. As of December 31, 2010, leases with United States government tenants at our properties accounted for approximately 2.8% of our aggregate annualized base rent.

We could be held liable for damages resulting from our tenants’ use of hazardous materials.

Many of our life science industry tenants engage in research and development activities that involve controlled use of hazardous materials, chemicals, and biological and radioactive compounds. In the event of contamination or injury from the use of these hazardous materials, we could be held liable for damages that result. This liability could exceed our resources and any recovery available through any applicable environmental remediation insurance coverage, which could adversely affect our ability to make distributions to our stockholders.

Together with our tenants, we must comply with federal, state, and local laws and regulations governing the use, manufacture, storage, handling, and disposal of hazardous materials and waste products. Failure to comply with, or changes in, these laws and regulations could adversely affect our business or our tenants’ businesses and their ability to make rental payments to us.

Our properties may have defects that are unknown to us.

Although we review the physical condition of our properties before they are acquired, and on a periodic basis after acquisition, any of our properties may have characteristics or deficiencies unknown to us that could adversely affect the property’s value or revenue potential.

We may incur significant costs complying with the Americans With Disabilities Act and similar laws.

Under the ADA, places of public accommodation and/or commercial facilities are required to meet federal requirements related to access and use by disabled persons. We may be required to make substantial capital expenditures at our properties to comply with this law. In addition, non-compliance could result in the imposition of fines or an award of damages to private litigants.

A number of additional federal, state, and local laws and regulations exist regarding access by disabled persons. These regulations may require modifications to our properties or may affect future renovations. These expenditures may have an adverse impact on overall returns on our investments.

Table of Contents

We may incur significant costs if we fail to comply with laws or if laws change.

Our properties are subject to many federal, state, and local regulatory requirements and to state and local fire, life-safety, and other requirements. If we do not comply with all of these requirements, we may have to pay fines to government authorities or damage awards to private litigants. We do not know whether these requirements will change or whether new requirements will be imposed. Changes in these regulatory requirements could require us to make significant unanticipated expenditures. These expenditures could have an adverse effect on us and our ability to make distributions to our stockholders.

We could incur significant costs complying with environmental laws.

Federal, state, and local environmental laws and regulations may require us, as a current or prior owner or operator of real estate, to investigate and clean up hazardous or toxic substances or petroleum products released at or from any of our properties. The cost of investigating and cleaning up contamination could be substantial and could exceed the amount of any environmental remediation insurance coverage available to us. In addition, the presence of contamination, or the failure to properly clean it up, may adversely affect our ability to lease or sell an affected property, or to borrow funds using that property as collateral.

Under environmental laws and regulations, we may have to pay government entities or third parties for property damage and for investigation and clean-up costs incurred by those parties relating to contaminated properties regardless of whether we knew of or caused the contamination. Even if more than one party may have been responsible for the contamination, we may be held responsible for all of the clean-up costs. In addition, third parties may sue us for damages and costs resulting from environmental contamination or jointly responsible parties may contest their responsibility or be financially unable to pay their share of such costs.

Environmental laws also govern the presence, maintenance, and removal of asbestos-containing materials. These laws may impose fines and penalties on us for the release of asbestos-containing materials and may allow third parties to seek recovery from us for personal injury from exposure to asbestos fibers. We have detected asbestos-containing materials at some of our properties, but we do not expect that they will result in material environmental costs or liabilities to us.

Environmental laws and regulations also require the removal or upgrading of certain underground storage tanks and regulate:

· the discharge of storm water, wastewater, and any water pollutants;

· the emission of air pollutants;

· the generation, management, and disposal of hazardous or toxic chemicals, substances, or wastes; and

· workplace health and safety.

Many of our tenants routinely handle hazardous substances and wastes as part of their operations at our properties. Environmental laws and regulations subject our tenants, and potentially us, to liability resulting from these activities. Environmental liabilities could also affect a tenant’s ability to make rental payments to us. We require our tenants to comply with these environmental laws and regulations and to indemnify us for any related liabilities.

Independent environmental consultants have conducted Phase I or similar environmental assessments at our properties. We intend to use consultants to conduct similar environmental assessments on our future acquisitions. This type of assessment generally includes a site inspection, interviews, and a public records review, but no subsurface sampling. These assessments and certain additional investigations of our properties have not to date revealed any environmental liability that we believe would have a material adverse effect on our business, assets, or results of operations.

The additional investigations have included, as appropriate:

· asbestos surveys;

· radon surveys;

· lead surveys;

· mold surveys;

· additional public records review;

· subsurface sampling; and

· other testing.

Nevertheless, it is possible that the assessments on our properties have not revealed, nor that assessments on future acquisitions will reveal, all environmental liabilities. Consequently, there may be material environmental liabilities of which we are unaware that may result in substantial costs to us or our tenants and that could have a material adverse effect on our business.

Table of Contents

Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs to remedy the problem.

When excessive moisture accumulates in buildings or on building materials, mold may grow, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources, and other biological contaminants such as pollen, viruses, and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants, and others if property damage or health concerns arise.

We could incur significant costs due to the financial condition of our insurance carriers.

We insure our properties with insurance companies that we believe have a good rating at the time our policies are put into effect. The financial condition of one or more of our insurance companies that we hold policies with may be negatively impacted resulting in their inability to pay on future insurance claims. Their inability to pay future claims may have a negative impact on our financial results. In addition, the failure of one or more insurance companies may increase the costs to renew our insurance policies or increase the cost of insuring additional properties and recently developed or redeveloped properties.

Our insurance may not adequately cover all potential losses.

If we experience a loss at any of our properties that is not covered by insurance or that exceeds our insurance policy limits, we could lose the capital invested in the affected property and, possibly, future revenues from that property. In addition, we could continue to be obligated on any mortgage indebtedness or other obligations related to the affected properties. We carry comprehensive liability, fire, extended coverage, and rental loss insurance with respect to our properties. We have obtained earthquake insurance for our properties that are located in the vicinity of active earthquake faults. We also carry environmental remediation insurance and have title insurance policies for our properties. We obtain our title insurance policies when we acquire the property, with each policy covering an amount equal to the initial purchase price of each property. Accordingly, any of our title insurance policies may be in an amount less than the current value of the related property.

Our tenants are also required to maintain comprehensive insurance, including liability and casualty insurance, that is customarily obtained for similar properties. There are, however, certain types of losses that we and our tenants do not generally insure against because they are uninsurable or because it is not economical to insure against them. The availability of coverage against certain types of losses, such as from terrorism or toxic mold, has become more limited and, when available, is at a significantly higher cost. We cannot predict whether insurance coverage against terrorism or toxic mold will remain available for our properties because insurance companies may no longer offer coverage against such losses or, if offered, such coverage may become prohibitively expensive. Many, but not all, of our properties are low-rise buildings. Toxic mold has not presented any material problems at any of our properties.

We face possible risks associated with the physical effects of climate change.

We cannot predict with certainty whether climate change is occurring and, if so, at what rate. However, the physical effects of climate change could have a material adverse effect on our properties, operations, and business. For example, most of our properties are located along the East and West coasts of the United States. To the extent climate change impacts changes in weather patterns, our markets could experience increases in storm intensity and rising sea-levels. Over time, these conditions could result in declining demand for life science laboratory space at our properties or our inability to operate the buildings at all. Climate change may also have indirect effects on our business by increasing the cost of, or availability of, property insurance on terms we find acceptable, increasing the cost of energy and increasing the cost of snow removal at our properties. There can be no assurance that climate change will not have a material adverse effect on our properties, operations, or business.

Table of Contents

Terrorist attacks may have an adverse impact on our business and operating results and could decrease the value of our assets.

Terrorist attacks such as those that took place on September 11, 2001, could have a material adverse impact on our business and operating results. Future terrorist attacks may result in declining economic activity, which could reduce the demand for and the value of our properties. To the extent that future terrorist attacks impact our tenants, their businesses similarly could be adversely affected, including their ability to continue to honor their lease obligations.

The loss of services of any of our senior executive officers could adversely affect us.

We depend upon the services of relatively few executive officers. The loss of services of any one of them may adversely affect our business, financial condition, and prospects. We use the extensive personal and business relationships that members of our management have developed over time with owners of life science properties and with major life science industry tenants. We cannot assure our stockholders that our senior executive officers will remain employed with us.

Competition for skilled personnel could increase labor costs.

We compete with various other companies in attracting and retaining qualified and skilled personnel. We depend on our ability to attract and retain skilled management personnel who are responsible for the day-to-day operations of our company. Competitive pressures may require that we enhance our pay and benefits package to compete effectively for such personnel. We may not be able to offset such additional costs by increasing the rates we charge tenants. If there is an increase in these costs or if we fail to attract and retain qualified and skilled personnel, our business and operating results could be adversely affected.

If we fail to qualify as a REIT, we would be taxed at corporate rates and would not be able to take certain deductions when computing our taxable income.

If, in any taxable year, we fail to qualify as a REIT:

· we would be subject to federal income tax on our taxable income at regular corporate rates;

· we would not be allowed a deduction for distributions to our stockholders in computing taxable income;

· unless we were entitled to relief under the Internal Revenue Code, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which we lost qualification; and

· we would no longer be required by the Internal Revenue Code to make any distributions to our stockholders.

As a result of any additional tax liability, we might need to borrow funds or liquidate certain investments in order to pay the applicable tax. Accordingly, funds available for investment or distribution to our stockholders would be reduced for each of the years involved.

Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code to our operations and financial results, and the determination of various factual matters and circumstances not entirely within our control. There are only limited judicial or administrative interpretations of these provisions. Although we believe that we have operated in a manner so as to qualify as a REIT, we cannot assure our stockholders that we are or will remain so qualified.

In addition, although we are not aware of any pending tax legislation that would adversely affect our ability to operate as a REIT, new legislation, regulations, administrative interpretations, or court decisions could change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.

Table of Contents

We may change our business policies without stockholder approval.

Our board of directors determines all of our material business policies, with management’s input, including those related to our:

· status as a REIT;

· incurrence of debt and debt management activities;

· selective development, redevelopment, and acquisition activities;

· stockholder distributions; and

· other policies, as appropriate.

Our board of directors may amend or revise these policies at any time without a vote of our stockholders. A change in these policies could adversely affect our business and our ability to make distributions to our stockholders.

Failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, results of operations, financial condition, and stock price.

Pursuant to the Sarbanes-Oxley Act of 2002, we are required to provide a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of internal control. Changes to our business will necessitate ongoing changes to our internal control systems and processes. Internal control over financial reporting may not prevent or detect misstatement because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business, results of operations, and financial condition could be materially harmed, and we could fail to meet our reporting obligations and there could be a material adverse effect on our stock price.

Our business and operations would suffer in the event of system failures.

Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal information technology systems, our systems are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war, and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may also incur additional significant costs to remedy damages caused by such disruptions.

There are limits on the ownership of our capital stock under which a stockholder may lose beneficial ownership of its shares and which may delay or prevent transactions that might otherwise be desired by our stockholders.

In order to qualify as a REIT under the Internal Revenue Code, not more than 50% of the value of our outstanding stock may be owned, directly or constructively, by five or fewer individuals or entities (as set forth in the Internal Revenue Code) during the last half of a taxable year. Furthermore, shares of our outstanding stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year.

In order for us to maintain our qualification as a REIT, among other reasons, our charter provides for an ownership limit, which prohibits, with certain exceptions, direct or constructive ownership of shares of stock representing more than 9.8% of the combined total value of our outstanding shares of stock by any person, as defined in our charter. Our board of directors, in its sole discretion, may waive the ownership limit for any person. However, our board of directors may not grant such waiver if, after giving effect to such waiver, five individuals could beneficially own, in the aggregate, more than 49.9% of the value of our outstanding stock. As a condition to waiving the ownership limit, our board of directors may require a ruling from the Internal Revenue Service or an opinion of counsel in order to determine our status as a REIT. Notwithstanding the receipt of any such ruling or opinion, our board of directors may impose such conditions or restrictions as it deems appropriate in connection with granting a waiver.

Our charter further prohibits transferring shares of our stock if such transfer would result in us being “closely held” under Section 856(h) of the Internal Revenue Code or would result in shares of our stock being owned by fewer than 100 persons.

Table of Contents

The constructive ownership rules are complex and may cause shares of our common stock owned directly or constructively by a group of related individuals or entities to be constructively owned by one individual or entity. A transfer of shares to a person who, as a result of the transfer, violates these limits, shall be void or shall be exchanged for shares of excess stock and transferred to a trust, for the benefit of one or more qualified charitable organizations designated by us. In that case, the intended transferee will have only a right to share, to the extent of the transferee’s original purchase price for such shares, in proceeds from the trust’s sale of those shares and will effectively forfeit its beneficial ownership of the shares. These ownership limits could delay, defer, or prevent a transaction or a change in control that might involve a premium price for the holders of our common stock or might otherwise be desired by such holders.

In addition to the ownership limit, certain provisions of our charter and bylaws may delay or prevent transactions that may be deemed to be desirable to our stockholders.

As authorized by Maryland law, our charter allows our board of directors to cause us to issue additional authorized but unissued shares of our common stock or preferred stock and to classify or reclassify unissued shares of common or preferred stock without any stockholder approval. Our board of directors could establish a series of preferred stock that could delay, defer, or prevent a transaction that might involve a premium price for our common stock or for other reasons be desired by our common stockholders or that have a dividend preference which may adversely affect our ability to pay dividends on our common stock.

Our charter permits the removal of a director only upon a two-thirds vote of the votes entitled to be cast generally in the election of directors, and our bylaws require advance notice of a stockholder’s intention to nominate directors or to present business for consideration by stockholders at an annual meeting of our stockholders. Our charter and bylaws also contain other provisions that may delay, defer, or prevent a transaction or change in control that involves a premium price for our common stock or that for other reasons may be desired by our stockholders.

External factors may adversely impact the valuation of investments.

We hold equity investments in certain publicly traded companies and privately held entities primarily involved in the life science industry. The valuation of these investments is affected by many external factors beyond our control, including, but not limited to, market prices, market conditions, prospects for favorable or unfavorable clinical trial results, new product initiatives, and new collaborative agreements. Unfavorable developments with respect to any of these factors may have an adverse impact on the valuation of our investments.

We face risks associated with short-term liquid investments.

We have significant cash balances that we invest in a variety of short-term investments that are intended to preserve principal value and maintain a high degree of liquidity while providing current income. From time to time, these investments may include (either directly or indirectly) obligations (including certificates of deposit) of banks, money market funds, Treasury bank securities, and other highly rated short-term securities. Investments in these securities and funds are not insured against loss of principal. Under certain circumstances we may be required to redeem all or part of these securities or funds at less than par value. A decline in the value of our investments or delay or suspension of our right to redeem may have a material adverse effect on our results of operations or financial condition and our ability to pay our obligations as they become due.

Table of Contents

We have certain ownership interests outside the United States that may subject us to different or greater risks than those associated with our domestic operations.

We have four operating properties and one development parcel in Canada and construction projects in Asia for aggregate real estate investments in Canada and Asia of approximately $266.6 million and $98.3 million, respectively, as of December 31, 2010. International development, ownership, and operating activities involve risks that are different from those we face with respect to our domestic properties and operations. These risks include but are not limited to:

· adverse effects of changes in exchange rates for foreign currencies;

· any international currency gain recognized with respect to changes in exchange rates may not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify and maintain our status as a REIT;

· challenges with respect to the repatriation of foreign earnings;

· changes in foreign political, regulatory, and economic conditions, including regionally, nationally, and locally;

· challenges in managing international operations;

· challenges of complying with a wide variety of foreign laws and regulations, including those relating to real estate, corporate governance, operations, taxes, employment, and legal proceedings;

· differences in lending practices;

· differences in languages, cultures, and time zones; and

· changes in applicable laws and regulations in the United States that affect foreign operations.

Although our international activities currently represent a relatively small portion of our overall business, these risks could increase in significance which, in turn, could have an adverse impact on our results of operations and financial condition.

We are subject to risks from potential fluctuations in exchange rates between the United States dollar and foreign currencies.

We have four operating properties and one development parcel in Canada and construction projects in China and India. Investments in countries where the United States dollar is not the local currency are subject to international currency risk from the potential fluctuations in exchange rates between the United States dollar and the local currency. A significant decrease in the value of the Canadian dollar, Chinese Renminbi, or other foreign currencies where we may have an investment could materially affect our results of operations. We may attempt to mitigate such effects by borrowing in the local foreign currency in which we invest. Any international currency gain recognized with respect to changes in exchange rates may not qualify under the 75% gross income test or the 95% gross income test that we must satisfy annually in order to qualify and maintain our status as a REIT.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

Table of Contents

ITEM 2. PROPERTIES

General

As of December 31, 2010, we had 167 properties containing approximately 13.7 million rentable square feet of life science laboratory space. Our operating properties were approximately 94.3% leased as of December 31, 2010. The exteriors of our properties typically resemble traditional office properties, but the interior infrastructures are designed to accommodate the needs of life science industry tenants. These improvements typically are generic to life science industry tenants rather than being specific to a particular tenant. As a result, we believe that the improvements have long term value and utility and are usable by a wide range of life science industry tenants. Generic infrastructure improvements to our life science properties typically include:

· reinforced concrete floors;

· upgraded roof loading capacity;

· increased floor to ceiling heights;

· heavy-duty HVAC systems;

· enhanced environmental control technology;

· significantly upgraded electrical, gas, and plumbing infrastructure; and

· laboratory benches.

As of December 31, 2010, we held a fee simple interest in each of our properties, except for 21 properties that accounted for approximately 18% of the total rentable square footage of our properties. Of the 21 properties, we held four properties in the San Francisco Bay market, 13 properties in the Greater Boston market, one property in the New York City submarket, one property in the Southeast market, and two properties in the Suburban Washington, D.C. market pursuant to ground leasehold interests. See further discussion in our consolidated financial statements and notes thereto in “Item 15. Exhibits and Financial Statement Schedules.”

In addition, as of December 31, 2010, our asset base contained approximately 1.2 million developable square feet in Canada and New York City which we held pursuant to ground leasehold interests and two land parcels aggregating approximately 547,000 rentable square feet in China which we held pursuant to land usage rights.

As of December 31, 2010, we had 453 leases with a total of 373 tenants, and 73 of our 167 properties were single-tenant properties. Leases in our multi-tenant buildings typically have terms of three to seven years, while the single-tenant building leases typically have initial terms of ten to 20 years. As of December 31, 2010:

· approximately 96% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, utilities, common area, and other operating expenses (including increases thereto) in addition to base rent;

· approximately 91% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed (generally ranging from 3% to 3.5%) or indexed based on a consumer price index or other index; and

· approximately 93% of our leases (on a rentable square footage basis) provided for the recapture of certain capital expenditures (such as HVAC systems maintenance and/or replacement, roof replacement, and parking lot resurfacing), which we believe would typically be borne by the landlord in traditional office leases.

Our leases also typically give us the right to review and approve tenant alterations to the property. Generally, tenant-installed improvements to the properties are reusable generic life science laboratory improvements and remain our property after termination of the lease at our election. However, we are permitted under the terms of most of our leases to require that the tenant, at its expense, remove certain non-generic improvements and restore the premises to their original condition.

Table of Contents

Location of properties

The locations of our properties are diversified among a number of life science cluster submarkets. The following table sets forth, as of December 31, 2010, the total rentable square footage, annualized base rent, and encumbrances of our properties in each of our existing markets (dollars in thousands):

	Rentable Square Feet
Markets	Operating	Redevelop- ment	Develop- ment	Total	% of Total		# of Properties	Annualized Base Rent (1)		% of Annualized		Encum- brances (2)
California – San Diego	2,043,199	419,722	123,430	2,586,351	18.9	%	36	$	63,569	16.0	%	$	135,509
California – San Francisco Bay	1,879,290	–	255,388	2,134,678	15.6		22	67,098		16.9		168,010
Greater Boston	3,250,589	210,660	–	3,461,249	25.3		38	121,277		30.5		251,814
NYC/New Jersey/Suburban Philadelphia	747,292	–	–	747,292	5.5		9	33,747		8.5		15,428
Southeast	713,221	30,000	97,000	840,221	6.1		13	15,484		3.9		7,756
Suburban Washington, D.C.	2,458,299	95,081	–	2,553,380	18.6		32	53,327		13.4		167,647
Washington – Seattle	997,205	–	–	997,205	7.3		12	34,461		8.6		44,705
International	342,394	–	–	342,394	2.5		4	8,995		2.2		–
Subtotal	12,431,489	755,463	475,818	13,662,770	99.8		166	$	397,958	100.0	%	$	790,869
Discontinued Operations/ “Held for Sale”	21,000	–	–	21,000	0.2		1
Total	12,452,489	755,463	475,818	13,683,770	100.0	%	167

(1) Annualized base rent means the annualized fixed base rental amount in effect as of December 31, 2010 (using rental revenue computed on a straight-line basis in accordance with GAAP). Represents annualized base rent related to our operating rentable square feet.

(2) Certain properties are pledged as security under our secured notes payable as of December 31, 2010. See Schedule III — Consolidated Financial Statement Schedule of Rental Properties and Accumulated Depreciation of Alexandria Real Estate Equities, Inc. in “Item 15. Exhibits and Financial Statement Schedules” for additional information on our properties, including encumbered properties.

Property listing

The following table provides certain information about our operating properties as of December 31, 2010 (dollars in thousands):

		Rentable Square Feet							Occupancy Percentage
						Number of	Annualized				Operating and
Address	Submarket	Operating	Redevelopment	Development	Total	Properties	Base Rent		Operating		Redevelopment
California - San Diego
129/153/161 North Hill Avenue & 6 Thomas	LA Metro	61,003	-	-	61,003	2	$	851	62.2	%	62.2	%
13112 Evening Creek Drive	I-15 Corridor	109,780	-	-	109,780	1	2,495		100.0	%	100.0	%
5810-5820 Nancy Ridge Drive	Sorrento Mesa	87,298	-	-	87,298	1	1,645		100.0	%	100.0	%
5871 Oberlin Drive	Sorrento Mesa	35,510	-	-	35,510	1	771		64.3	%	64.3	%
6138-6150 Nancy Ridge Drive	Sorrento Mesa	56,698	-	-	56,698	1	1,586		100.0	%	100.0	%
6146/6166 Nancy Ridge Drive	Sorrento Mesa	51,273	-	-	51,273	2	1,008		87.4	%	87.4	%
6175/6225/6275 Nancy Ridge Drive	Sorrento Mesa	60,232	47,347	-	107,579	3	417		45.6	%	25.5	%
7330 Carroll Road	Sorrento Mesa	66,244	-	-	66,244	1	2,141		89.4	%	89.4	%
10505 Roselle Street & 3770 Tansy Street	Sorrento Valley	33,013	-	-	33,013	2	1,001		100.0	%	100.0	%
11025/11035/11045 Roselle Street	Sorrento Valley	65,910	-	-	65,910	3	1,565		100.0	%	100.0	%
3985 Sorrento Valley Boulevard	Sorrento Valley	60,545	-	-	60,545	1	1,557		100.0	%	100.0	%
10931/10933 North Torrey Pines Road	Torrey Pines	96,641	-	-	96,641	1	3,056		96.9	%	96.9	%
10975 North Torrey Pines Road	Torrey Pines	44,733	-	-	44,733	1	1,614		100.0	%	100.0	%
11119 North Torrey Pines Road	Torrey Pines	-	81,816	-	81,816	1	-		N/A		0.0	%
3010 Science Park Road	Torrey Pines	74,557	-	-	74,557	1	3,215		100.0	%	100.0	%
3115/3215 Merryfield Row	Torrey Pines	158,645	-	-	158,645	2	6,417		100.0	%	100.0	%
3530/3550 John Hopkins Court & 3535/3565 General Atomics Court	Torrey Pines	119,684	89,923	-	209,607	4	3,197		73.6	%	42.0	%
10300 Campus Point Drive	University Town Center	172,434	200,636	-	373,070	1	7,623		100.0	%	46.2	%
4757/4767 Nexus Centre Drive	University Town Center	132,330	-	-	132,330	2	4,914		100.0	%	100.0	%
5200 Research Place	University Town Center	346,581	-	123,430	470,011	1	12,321		100.0	%	100.0	%
9363/9373/9393 Towne Centre Drive	University Town Center	138,578	-	-	138,578	3	3,401		83.1	%	83.1	%
9880 Campus Point Drive	University Town Center	71,510	-	-	71,510	1	2,774		100.0	%	100.0	%
California - San Diego		2,043,199	419,722	123,430	2,586,351	36	$	63,569	93.1	%	77.3	%

Table of Contents

		Rentable Square Feet							Occupancy Percentage
						Number of	Annualized				Operating and
Address	Submarket	Operating	Redevelopment	Development	Total	Properties	Base Rent		Operating		Redevelopment
California - San Francisco Bay
1500 Owens Street	Mission Bay	123,683	-	34,584	158,267	1	$	5,607	100.0	%	100.0	%
1700 Owens Street	Mission Bay	157,340	-	-	157,340	1	6,768		97.1	%	97.1	%
455 Mission Bay Boulevard	Mission Bay	151,196	-	58,804	210,000	1	7,188		100.0	%	100.0	%
2425 Garcia Ave & 2400/2450 Bayshore Pky	Peninsula	98,964	-	-	98,964	1	2,542		78.8	%	78.8	%
2625/2627/2631 Hanover Street	Peninsula	32,074	-	-	32,074	1	1,354		100.0	%	100.0	%
3165 Porter Drive	Peninsula	91,644	-	-	91,644	1	3,928		100.0	%	100.0	%
3350 W. Bayshore Road	Peninsula	60,000	-	-	60,000	1	1,230		82.6	%	82.6	%
75 & 125 Shoreway Road	Peninsula	82,712	-	-	82,712	1	2,054		94.2	%	94.2	%
849/863 Mitten Road & 866 Malcolm Road	Peninsula	103,963	-	-	103,963	1	2,960		95.4	%	95.4	%
249 E. Grand Avenue	South San Francisco	129,501	-	-	129,501	1	5,084		100.0	%	100.0	%
341/343 Oyster Point Blvd	South San Francisco	107,960	-	-	107,960	2	2,852		100.0	%	100.0	%
400/450 East Jamie Court	South San Francisco	-	-	162,000	162,000	2	-		N	/A	N	/A
500 Forbes Boulevard	South San Francisco	155,685	-	-	155,685	1	5,540		100.0	%	100.0	%
600/630/650 Gateway Boulevard	South San Francisco	150,960	-	-	150,960	3	3,645		78.0	%	78.0	%
681 Gateway Boulevard	South San Francisco	126,971	-	-	126,971	1	6,161		100.0	%	100.0	%
7000 Shoreline Court	South San Francisco	136,393	-	-	136,393	1	4,272		100.0	%	100.0	%
901/951 Gateway Boulevard	South San Francisco	170,244	-	-	170,244	2	5,913		100.0	%	100.0	%
California - San Francisco Bay		1,879,290	-	255,388	2,134,678	22	$	67,098	95.8	%	95.8	%

Greater Boston
100 Technology Square	Cambridge/Inner Suburbs	255,441	-	-	255,441	1	$	17,304	100.0	%	100.0	%
200 Technology Square	Cambridge/Inner Suburbs	177,101	-	-	177,101	1	9,846		96.5	%	96.5	%
300 Technology Square	Cambridge/Inner Suburbs	175,609	-	-	175,609	1	10,551		93.7	%	93.7	%
400 Technology Square	Cambridge/Inner Suburbs	177,662	17,114	-	194,776	1	6,264		100.0	%	91.2	%
500 Technology Square	Cambridge/Inner Suburbs	184,207	-	-	184,207	1	9,871		95.3	%	95.3	%
600 Technology Square	Cambridge/Inner Suburbs	128,224	-	-	128,224	1	4,493		99.6	%	99.6	%
700 Technology Square	Cambridge/Inner Suburbs	48,930	-	-	48,930	1	1,773		100.0	%	100.0	%
161 First Street	Cambridge/Inner Suburbs	46,356	-	-	46,356	1	1,839		99.5	%	99.5	%
167 Sidney Street	Cambridge/Inner Suburbs	26,589	-	-	26,589	1	1,388		100.0	%	100.0	%
215 First Street	Cambridge/Inner Suburbs	333,668	33,001	-	366,669	1	9,556		92.1	%	83.8	%
300 Third Street	Cambridge/Inner Suburbs	131,639	-	-	131,639	1	7,100		98.3	%	98.3	%
480 Arsenal	Cambridge/Inner Suburbs	140,744	-	-	140,744	1	4,529		100.0	%	100.0	%
500 Arsenal Street	Cambridge/Inner Suburbs	45,000	47,500	-	92,500	1	2,054		100.0	%	48.6	%
780/790 Memorial Drive	Cambridge/Inner Suburbs	98,497	-	-	98,497	2	6,296		100.0	%	100.0	%
79/96 Charlestown Navy Yard	Cambridge/Inner Suburbs	24,940	-	-	24,940	1	-		0.0	%	0.0	%
99 Erie Street	Cambridge/Inner Suburbs	27,960	-	-	27,960	1	552		42.3	%	42.3	%
100 Beaver Street	Rte 128	82,330	-	-	82,330	1	2,302		100.0	%	100.0	%
13-15 DeAngelo Drive	Rte 128	30,000	-	-	30,000	1	441		100.0	%	100.0	%
19 Presidential Way	Rte 128	128,325	-	-	128,325	1	3,398		100.0	%	100.0	%
29 Hartwell Avenue	Rte 128	59,000	-	-	59,000	1	2,671		100.0	%	100.0	%
3 Preston Court	Rte 128	30,000	-	-	30,000	1	-		0.0	%	0.0	%
35 Hartwell Avenue	Rte 128	46,700	-	-	46,700	1	1,650		100.0	%	100.0	%
35 Wiggins Avenue	Rte 128	48,640	-	-	48,640	1	724		100.0	%	100.0	%
44 Hartwell Avenue	Rte 128	26,828	-	-	26,828	1	1,105		100.0	%	100.0	%
45-47 Wiggins Avenue	Rte 128	38,000	-	-	38,000	1	1,235		100.0	%	100.0	%
60 Westview Street	Rte 128	40,200	-	-	40,200	1	1,257		100.0	%	100.0	%
6-8 Preston Court	Rte 128	54,391	-	-	54,391	1	603		84.0	%	84.0	%
111 Forbes Boulevard	Rte 495/Worcester	58,280	-	-	58,280	1	260		28.6	%	28.6	%
130 Forbes Boulevard	Rte 495/Worcester	97,566	-	-	97,566	1	871		100.0	%	100.0	%
155 Fortune Boulevard	Rte 495/Worcester	36,000	-	-	36,000	1	806		100.0	%	100.0	%
20 Walkup Drive	Rte 495/Worcester	-	113,045	-	113,045	1	-		N/A		0.0	%
30 Bearfoot Road	Rte 495/Worcester	60,759	-	-	60,759	1	2,765		100.0	%	100.0	%
306 Belmont Street	Rte 495/Worcester	78,916	-	-	78,916	1	1,139		100.0	%	100.0	%
350 Plantation Street	Rte 495/Worcester	11,774	-	-	11,774	1	173		100.0	%	100.0	%
377 Plantation Street	Rte 495/Worcester	92,711	-	-	92,711	1	2,082		85.1	%	85.1	%
381 Plantation Street	Rte 495/Worcester	92,423	-	-	92,423	1	1,733		85.0	%	85.0	%
One Innovation Drive	Rte 495/Worcester	115,179	-	-	115,179	1	2,646		96.3	%	96.3	%
Greater Boston		3,250,589	210,660	-	3,461,249	38	$	121,277	93.6	%	87.9	%

Table of Contents

		Rentable Square Feet							Occupancy Percentage
						Number of	Annualized				Operating and
Address	Submarket	Operating	Redevelopment	Development	Total	Properties	Base Rent		Operating		Redevelopment
NYC/New Jersey/Suburban Philadelphia
100 Phillips Parkway	Bergen County	78,501	-	-	78,501	1	$	2,292	100.0	%	100.0	%
450 E. 29th Street	Midtown Manhattan	308,388	-	-	308,388	1	24,858		92.4	%	92.4	%
102 Witmer Road	Pennsylvania	50,000	-	-	50,000	1	3,345		100.0	%	100.0	%
200 Lawrence Road	Pennsylvania	111,451	-	-	111,451	1	1,246		100.0	%	100.0	%
210 Welsh Pool Road	Pennsylvania	59,415	-	-	59,415	1	946		100.0	%	100.0	%
5100 Campus Drive	Pennsylvania	21,782	-	-	21,782	1	325		100.0	%	100.0	%
701 Veterans Circle	Pennsylvania	35,155	-	-	35,155	1	735		100.0	%	100.0	%
702 Electronic Drive	Pennsylvania	40,000	-	-	40,000	1	-		0.0	%	0.0	%
279 Princeton Road	Princeton	42,600	-	-	42,600	1	-		0.0	%	0.0	%
NYC/New Jersey/Suburban Philadelphia		747,292	-	-	747,292	9	$	33,747	85.8	%	85.8	%

Southeast
555 Heritage Drive	Palm Beach	44,855	-	-	44,855	1	$	439	60.4	%	60.4	%
100 Capitola Drive	Research Triangle Park	65,992	-	-	65,992	1	990		99.4	%	99.4	%
108/110/112/114 Alexander Road	Research Triangle Park	158,417	-	-	158,417	1	4,954		100.0	%	100.0	%
2525 E. NC Highway 54	Research Triangle Park	81,580	-	-	81,580	1	1,655		100.0	%	100.0	%
5 Triangle Drive	Research Triangle Park	32,120	-	-	32,120	1	824		100.0	%	100.0	%
601 Keystone Park Drive	Research Triangle Park	77,395	-	-	77,395	1	1,360		100.0	%	100.0	%
6101 Quadrangle Drive	Research Triangle Park	-	30,000	-	30,000	1	-		N	/A	0.0	%
7 Triangle Drive	Research Triangle Park	-	-	97,000	97,000	1	-		N	/A	N	/A
7010/7020/7030 Kit Creek	Research Triangle Park	133,654	-	-	133,654	3	2,957		89.4	%	89.4	%
800/801 Capitola Drive	Research Triangle Park	119,208	-	-	119,208	2	2,305		87.4	%	87.4	%
Southeast		713,221	30,000	97,000	840,221	13	$	15,484	93.4	%	89.6	%

Suburban Washington, D.C.
8000/9000/10000 Virginia Manor Road	Beltsville	191,884	-	-	191,884	1	$	2,348	93.2	%	93.2	%
1201 Clopper Road	Gaithersburg	143,585	-	-	143,585	1	3,480		100.0	%	100.0	%
1300 Quince Orchard Road	Gaithersburg	54,874	-	-	54,874	1	812		100.0	%	100.0	%
14920 Broschart Road	Gaithersburg	48,500	-	-	48,500	1	961		100.0	%	100.0	%
16020 Industrial Drive	Gaithersburg	83,541	-	-	83,541	1	2,126		100.0	%	100.0	%
19/20/22 Firstfield Road	Gaithersburg	132,639	-	-	132,639	3	2,796		91.6	%	91.6	%
25/35/45 West Watkins Mill Road	Gaithersburg	138,938	-	-	138,938	1	3,169		100.0	%	100.0	%
401 Professional Drive	Gaithersburg	63,154	-	-	63,154	1	700		70.4	%	70.4	%
620 Professional Drive	Gaithersburg	26,127	-	-	26,127	1	528		100.0	%	100.0	%
708 Quince Orchard Road	Gaithersburg	49,624	-	-	49,624	1	1,142		99.3	%	99.3	%
9 W. Watkins Mill Road	Gaithersburg	92,449	-	-	92,449	1	2,587		100.0	%	100.0	%
910 Clopper Road	Gaithersburg	180,650	-	-	180,650	1	3,120		85.6	%	85.6	%
930/940 Clopper Road	Gaithersburg	104,302	-	-	104,302	2	1,787		96.6	%	96.6	%
950 Wind River Lane	Gaithersburg	50,000	-	-	50,000	1	1,082		100.0	%	100.0	%
14225 Newbrook Drive	Northern Virginia	248,186	-	-	248,186	1	4,341		100.0	%	100.0	%
12301 Parklawn Drive	Rockville	49,185	-	-	49,185	1	1,024		100.0	%	100.0	%
1330 Piccard Drive	Rockville	131,415	-	-	131,415	1	2,961		79.8	%	79.8	%
1405/1413 Research Boulevard	Rockville	176,669	-	-	176,669	2	4,988		100.0	%	100.0	%
1500/1550 East Gude Drive	Rockville	90,489	-	-	90,489	2	1,937		100.0	%	100.0	%
15010 Broschart Road	Rockville	20,333	17,870	-	38,203	1	368		78.3	%	41.7	%
5 Research Court	Rockville	54,906	-	-	54,906	1	1,564		100.0	%	100.0	%
5 Research Place	Rockville	63,852	-	-	63,852	1	2,361		100.0	%	100.0	%
9800 Medical Center Drive	Rockville	204,264	77,211	-	281,475	4	6,717		100.0	%	72.6	%
9920 Medical Center Drive	Rockville	58,733	-	-	58,733	1	428		100.0	%	100.0	%
Suburban Washington, D.C.		2,458,299	95,081	-	2,553,380	32	$	53,327	95.8	%	92.2	%

Washington - Seattle
3000/3018 Western Avenue	Elliott Bay	47,746	-	-	47,746	1	$	1,795	100.0	%	100.0	%
410 W. Harrison Street/410 Elliott Avenue West	Elliott Bay	35,175	-	-	35,175	2	759		67.4	%	67.4	%
1124 Columbia Street	First Hill	203,817	-	-	203,817	1	6,599		99.8	%	99.8	%
1201 & 1209 Mercer Street	Lake Union	16,740	-	-	16,740	1	267		100.0	%	100.0	%
1201/1208 Eastlake Avenue	Lake Union	203,369	-	-	203,369	2	8,747		100.0	%	100.0	%
1551 Eastlake Avenue	Lake Union	121,790	-	-	121,790	1	2,615		100.0	%	100.0	%
1600 Fairview Avenue	Lake Union	27,991	-	-	27,991	1	1,294		100.0	%	100.0	%
1616 Eastlake Avenue	Lake Union	165,493	-	-	165,493	1	5,668		94.7	%	94.7	%
199 E. Blaine Street	Lake Union	115,084	-	-	115,084	1	5,943		96.3	%	96.3	%
801 Dexter Avenue North	Lake Union	60,000	-	-	60,000	1	774		100.0	%	100.0	%
Washington - Seattle		997,205	-	-	997,205	12	$	34,461	97.5	%	97.5	%

International
Canada		46,032	-	-	46,032	1	$	1,814	100.0	%	100.0	%
Canada		66,000	-	-	66,000	1	1,037		100.0	%	100.0	%
Canada		162,362	-	-	162,362	1	3,065		100.0	%	100.0	%
Canada		68,000	-	-	68,000	1	3,079		100.0	%	100.0	%
International		342,394	-	-	342,394	4	$	8,995	100.0	%	100.0	%

Total Properties (Continuing Operations)		12,431,489	755,463	475,818	13,662,770	166	$	397,958	94.3	%	88.9	%

See Schedule III – Consolidated Financial Statement Schedule of Rental Properties and Accumulated Depreciation of Alexandria Real Estate Equities, Inc. in “Item 15. Exhibits and Financial Statement Schedules” for additional information on our properties.

Table of Contents

Value-added projects

A key component of our business model includes our value-added redevelopment and development programs. These programs are focused on providing high-quality, generic and reusable life science laboratory space to meet the real estate requirements of a wide range of clients in the life science industry. Upon completion, each value-added project is expected to generate significant revenues and cash flows. Our redevelopment and development projects are generally in locations that are highly desirable to life science entities which we believe results in higher occupancy levels, longer lease terms, and higher rental income and returns. Redevelopment projects consist of the permanent change in use of office, warehouse, and shell space into generic life science laboratory space, including the conversion of single tenancy space to multi-tenancy space or visa versa. Development projects consist of the ground-up development of generic and reusable life science laboratory facilities. We anticipate execution of new active development projects for aboveground vertical construction of new laboratory space generally only with significant pre-leasing. Preconstruction activities include entitlements, permitting, design, site work, and other activities prior to commencement of vertical construction of aboveground shell and core improvements. Our objective also includes the advancement of preconstruction efforts to reduce the time to deliver projects to prospective tenants. Projects in Asia represent primarily development opportunities and projects in China and India focused on life science laboratory space for our current client tenants and other life science relationship entities. Our redevelopment, development, preconstruction, and certain real estate in Asia are classified as construction in progress. We are required to capitalize interest and other direct project costs during the period an asset is undergoing activities to prepare it for its intended use. Capitalization of interest and other direct project costs cease after a project is substantially complete and ready for its intended use. Additionally, should activities necessary to prepare an asset for its intended use cease, interest, taxes, insurance, and certain other direct project costs related to these assets would be expensed as incurred. Expenditures for repairs and maintenance are expensed as incurred. When construction activities cease and the asset is ready for its intended use, the asset is transferred out of construction in progress and classified as rental properties, net or land held for future development.

Table of Contents

Land held for future development includes certain land parcels with improvements to the land, including, grading, piles, foundations, and other land improvements. Our objective is to advance efforts to reduce the time to deliver projects to prospective tenants. Since all efforts have been advanced to appropriate stages and no further preconstruction activities are ongoing, interest, property taxes, insurance, and certain other direct costs related to these assets are expensed as incurred. Future redevelopment projects represent properties containing non-laboratory uses (office, industrial, or warehouse) that will in the future undergo conversion to life science laboratory space through redevelopment.

A key strategy for our value-added projects includes generation of significant cash flows through the ground-up development or redevelopment of life science properties and the lease or sale of land parcels.

The following table summarizes the components of our total value-added square footage as of December 31, 2010:

	Square Footage
	Construction in Progress (“CIP”)					Investment in
				Real		Unconsolidated	Land Held			Total Value-
	Active	Active	Pre-	Estate		Real Estate	for Future		Future	Added Square
Markets	Redevelopment	Development	construction (1)	in Asia	Total CIP	Entity	Development		Redevelopment	Footage
California – San Diego	419,722	123,430	140,000	–	683,152	–	921,000		137,000	1,741,152
California – San Francisco Bay/ Mission Bay	–	93,388	–	–	93,388	–	290,000		–	383,388
California – San Francisco Bay/ So. San Francisco	–	162,000	144,000	–	306,000	–	1,051,000		45,000	1,402,000
Greater Boston	210,660	–	1,927,000	–	2,137,660	428,000	225,000		512,000	3,302,660
New York City	–	–	410,000	–	410,000	–	–		–	410,000
Suburban Washington, D.C.	95,081	–	–	–	95,081	–	1,035,000		462,000	1,592,081
Washington – Seattle	–	–	393,000	–	393,000	–	898,000		135,000	1,426,000
International	–	–	–	973,000	973,000	–	3,277,000	(2)	–	4,250,000
Other	30,000	97,000	–	–	127,000	–	631,000		226,000	984,000
Total	755,463	475,818	3,014,000	973,000	5,218,281	428,000	8,328,000		1,517,000	15,491,281	(3)

(1)	The two largest projects included in preconstruction consisted of our 1.9 million developable square feet at Alexandria Center ™ at Kendall Square in East Cambridge, Massachusetts and our 410,000 developable square foot site for our second tower at Alexandria Center™ for Life Science – New York City.
(2)	Represents 827,000 and 2.4 million developable square feet in Canada and India, respectively.
(3)	Amounts exclude 3.1 million developable square feet related to a parcel supporting the future ground-up development of approximately 442,000 rentable square feet in New York City related to an option under our ground lease, land parcels supporting ground-up development of 636,000 rentable square feet in Edinburgh, Scotland that we have a long-term right to purchase, and an option to increase our land use rights by up to approximately 2.0 million additional developable square feet in China.

Table of Contents

Redevelopment

A key component of our business model is redevelopment of existing office, warehouse or shell space, or newly acquired properties into generic life science laboratory space, including the conversion of single-tenancy space to multi-tenancy space or multi-tenancy space to single-tenancy space, that can be leased at higher rental rates in our target life science cluster markets. As of December 31, 2010, we had approximately 755,463 rentable square feet undergoing redevelopment at 12 projects. In addition to properties undergoing redevelopment, as of December 31, 2010, our asset base contained embedded opportunities for a future permanent change of use to life science laboratory space through redevelopment aggregating approximately 1.5 million rentable square feet.

The following table summarizes total rentable square footage undergoing redevelopment as of December 31, 2010:

				Redevelopment
	Total	Placed in	Estimated		Percentage (2)
	Property	Redevelop-	In-Service			Negotiating/
Market/Property	RSF (1)	ment	Dates	RSF	Leased	Committed	Mktg	Status

*San Diego – Sorrento Mesa*
6275 Nancy Ridge Drive	47,347	2011	2012	47,347	–	–	100%	Design

*San Diego – Torrey Pines*
11119 North Torrey Pines Road	81,816	2010	2012	81,816	–	–	100%	Design/Permitting
3530 John Hopkins Court	34,723	2010	2012	34,723	–	–	100%	Design/Permitting
3350 John Hopkins Court	55,200	2010	2012	55,200	–	–	100%	Design/Permitting

*San Diego – University Town Center*
10300 Campus Point Drive	373,070	2011	2012/2013	200,636	44%	–	56%	Design/Construction

*Greater Boston – Cambridge/Inner Sub* .
215 First Street (3)	366,669	(4)	2011	33,001	–	–	100%	Construction
400 Technology Square (3)	194,776	2009	2012	17,114	–	–	100%	Design
500 Arsenal Street	92,500	2010	2012	47,500	–	100%	–	Design

*Greater Boston – Rte 495/Worcester*
20 Walkup Drive	113,045	(5)	2011	113,045	–	–	100%	Construction

*Southeast – Research Triangle Park*
6101 Quadrangle Drive	30,000	2010	2012	30,000	–	–	100%	Design

*Sub. Washington, D.C. – Rockville*
15010 Broschart Road	38,203	2010	2012	17,870	61%	–	39%	Design/Construction
9800 Medical Center Drive	225,096	2009	2012	77,211	–	100%	–	Design/Permitting

	1,652,445			755,463	13%	16%	71%

(1)	The operating portion of the properties aggregating 896,982 rentable square feet, including vacancy aggregating approximately 31,000 rentable square feet, is included in rental properties, net and occupancy statistics for our operating properties.
(2)	The leased percentages represent the percentages of redevelopment rentable square feet and exclude both the occupied and vacant rentable square feet related to the operating portion of each building.
(3)	Represents redevelopment projects with projected total investment greater than the average total investment for our redevelopment project. The higher total investment is primarily due to the contiguousness of a project to Alexandria Center™ at Kendall Square (part of the assemblage) as well as another mid-rise building and its structure.
(4)	Represents historical office building acquired with parcel included in overall Alexandria Center™ at Kendall Square. Remaining rentable square feet undergoing conversion from office space to laboratory space.
(5)	Represents a former single tenant building undergoing redevelopment. Although the building may accommodate multi-tenancy, we are projecting single tenancy for this project.

As of December 31, 2010, our estimated cost to complete was approximately $145 per rentable square foot, or $110 million in aggregate, for the 755,463 rentable square feet undergoing a permanent change in use to life science laboratory space through redevelopment. Our final costs for these projects will ultimately depend on many factors, including construction and infrastructure requirements for each tenant, final lease negotiations, and the amount of costs funded by each tenant.

Table of Contents

Development

Another key component of our business model is ground-up development. Our development strategy is primarily to pursue selective projects where we expect to achieve appropriate investment returns. Our ground-up development projects focus on investment in generic and reusable infrastructure, rather than tenant specific improvements. As of December 31, 2010, we had five parcels of land undergoing ground-up development in the United States approximating 475,818 rentable square feet of life science laboratory space as summarized in the table below.

			Total	Operating		Development
		Estimated
		Project	Rentable	Leased/					Negotiating/
	Building	Completion	Square	Occupied		Total	Leased		Committed		Marketing
Market/Property	Description	Date	Feet	RSF	%	RSF	RSF	%	RSF	%	RSF	%	Leasing Status

*San Diego – University Town Center*
5200 Research Place	Single Tenant Bldg.	2013	123,430	–	–	123,430	123,430	100%	–	–	–	–	100% Leased to Illumina, Inc.

*San Francisco Bay – Mission Bay*
1500 Owens Street	Multi-tenant Bldg. with 3% Retail	2011	158,267	123,683	78%	34,584	–	–	34,584	22%	–	–	Under Negotiation with UCSF

455 Mission Bay Boulevard	Multi-tenant Bldg. with 4% Retail	2011	210,000	151,196	72%	58,804	10,973	5%	31,207	15%	16,624	8%	Under Negotiation/ Marketing

*San Francisco Bay – South SF*
400/450 East Jamie Court	Two Bldgs., Single or Multi-tenant	2011	162,000	–	–	162,000	–	–	40,253	25%	121,747	75%	Under Negotiation/ Marketing

*Southeast – Research Triangle Park*
7 Triangle Drive	Single Tenant Bldg.	2012	97,000	–	–	97,000	97,000	100%	–	–	–	–	100% Leased to Medicago Inc.

Total Properties Undergoing Ground-Up Development			750,697	274,879	37%	475,818	231,403	31%	106,044	14%	138,371	18%

As of December 31, 2010, our estimated cost to complete was approximately $146 per rentable square foot, or $70 million in aggregate for the 475,818 rentable square feet undergoing ground-up development. Our final costs for these projects will ultimately depend on many factors, including construction and infrastructure requirements for each tenant, final lease negotiations, and the amount of costs funded by each tenant. Future ground-up development projects will likely require significant pre-leasing from high-quality and/or creditworthy entities.

Our business model also includes ground-up development projects outside of the United States. We have the ability to develop up to 636,000 rentable square feet in Edinburgh, Scotland. We have a right to purchase the land for this development over the next 13 years. We have a development site in Toronto, Canada for the ground-up development of a multi-story building aggregating 763,000 rentable square feet. This parcel is subject to a 99-year ground lease. We also have development parcels in Asia. One development parcel is located in South China where a two-building project aggregating 275,000 rentable square feet is under construction. The second development parcel is located in North China where a two-building project aggregating 272,000 rentable square feet is under construction. Additionally, we have approximately 426,000 rentable square feet undergoing construction in India. We estimate that construction costs in 2011 related to properties located outside of the United States in 2011 will range between $55 million to $65 million. Our final costs for these projects will ultimately depend on many factors, including construction requirements for each tenant, final lease negotiations, and the amount of costs funded by each tenant.

Table of Contents

Tenants

Our life science properties are leased principally to a diverse group of tenants, with no tenant being responsible for more than 6.6% of our annualized base rent. The chart below shows annualized base rent by tenant business type as of December 31, 2010:

The following table sets forth information regarding leases with our 20 largest client tenants based upon annualized base rent as of December 31, 2010 (dollars in thousands):

							Approximate	Percentage of				Percentage
			Remaining Lease				Aggregate	Aggregate				of Aggregate		Investment Grade Entities (4)
		Number	Term in Years				Rentable	Total Square		Annualized		Annualized		Fitch	Moody’s	S&P	Education/
	Tenant	of Leases	(1)		(2)		Square Feet	Feet		Base Rent (3)		Base Rent		Rating	Rating	Rating	Research
1	Novartis AG	6	5.8	(5)	6.0		442,621	3.4	%	$	26,422	6.6	%	AA	Aa2	AA-	–
2	Eli Lilly and Company	5	10.6	(6)	12.2		261,320	2.0		15,048		3.8		A+	A2	AA-	–
3	Roche Holding Ltd	5	6.8	(7)	7.0		387,813	2.9		14,834		3.7		AA-	A2	AA-	–
4	Biogen Idec Inc.	1	1.0	(8)	1.0	(8)	346,581	2.6		12,321		3.1		–	Baa3	BBB+	–
5	United States Government	8	3.9	(9)	4.2		374,675	2.8		11,032		2.8		AAA	Aaa	AAA	–
6	Bristol-Myers Squibb Company	3	7.0	(10)	7.4		250,454	1.9		10,008		2.5		A+	A2	A+
7	GlaxoSmithKline plc	4	7.9	(11)	8.0		199,318	1.5		9,919		2.5		A+	A1	A+	–
8	Massachusetts Institute of Technology	3	3.8	(12)	3.5		178,952	1.3		8,111		2.1		–	Aaa	AAA	ü
9	NYU-Neuroscience Translational Research Institute	2	16.2		16.2		79,788	0.6		7,224		1.8		–	Aa3	AA-	ü
10	Alnylam Pharmaceuticals, Inc. (13)	1	5.8		5.8		129,424	1.0		6,076		1.5		–	–	–	–
11	Theravance, Inc. (14)	2	7.4	(15)	7.9		170,244	1.3		5,913		1.5		–	–	–	–
12	Amylin Pharmaceuticals, Inc.	3	5.4	(16)	5.5		168,308	1.3		5,747		1.4		–	–	–	–
13	Gilead Sciences, Inc.	1	9.5		9.5		105,760	0.8		5,678		1.4		–	–	–	–
14	Pfizer Inc.	2	9.0	(17)	8.9		120,140	0.9		5,647		1.4		AA-	A1	AA	–
15	The Scripps Research Institute	2	5.9	(18)	5.9		96,500	0.7		5,193		1.3		–	–	–	ü
16	Forrester Research, Inc.	1	0.8	(19)	0.8	(19)	145,551	1.1		4,987		1.3		–	–	–	–
17	Dyax Corp.	1	1.2	(20)	1.2	(20)	67,373	0.5		4,361		1.1		–	–	–	–
18	Quest Diagnostics Incorporated	1	6.0		6.0		248,186	1.9		4,341		1.1		BBB+	Baa2	BBB+	–
19	Infinity Pharmaceuticals, Inc.	2	2.0		2.0		67,167	0.5		4,302		1.1		–	–	–	–
20	UMass Memorial Health Care, Inc.	6	5.2	(21)	4.7		189,722	1.4		3,939		1.0		–	–	–	ü
	Total/Weighted Average:	59	5.8		6.4		4,029,897	30.4	%	$	171,103	43.0	%

Table of Contents

(1)	Represents remaining lease term in years based on percentage of leased square feet.
(2)	Represents remaining lease term in years based on percentage of annualized base rent.
(3)	Annualized base rent means the annualized fixed base rental amount in effect as of December 31, 2010 (using rental revenue computed on a straight-line basis in accordance with GAAP).
(4)	Ratings obtained from each respective rating agency (Fitch Ratings, Moody’s Investors Service, and Standard & Poor’s, respectively).
(5)	Amount shown is a weighted average of multiple leases with this tenant for 255,441 rentable square feet, 17,980 rentable square feet, 81,441 rentable square feet, 24,386 rentable square feet, 16,188 rentable square feet, and 47,185 rentable square feet, with remaining lease terms of 7.3 years, 4.9 years, 4.3 years, 3.8 years, 3.5 years, and 2.8 years, respectively.
(6)	Amount shown is a weighted average of multiple leases with this tenant for 103,760 rentable square feet (representing two leases at one property containing 90,884 and 12,876 rentable square feet, respectively), 124,547 rentable square feet, 17,603 rentable square feet, and 15,410 rentable square feet, with remaining lease terms of 15.2 years, 8.8 years, 2.8 years, and 2.8 years, respectively.
(7)	Amount shown is a weighted average of multiple leases with this tenant for 155,685 rentable square feet (representing two leases at one property containing 77,843 and 77,842 rentable square feet, respectively), 126,971 rentable square feet, 66,262 rentable square feet, 16,406 rentable square feet, and 22,489 rentable square feet with remaining lease terms of 8.3 years, 7.8 years, 3.8 years, 2.9 years, and 2.8 years, respectively.
(8)	In December 2010, we executed a 20-year campus lease for 346,581 rentable square feet with Illumina, Inc.
(9)	Amount shown is a weighted average of multiple leases with this tenant for 63,852 rentable square feet, 2,618 rentable square feet, 81,580 rentable square feet, 50,325 rentable square feet, 9,337 rentable square feet, 54,906 rentable square feet, 105,000 rentable square feet, and 7,057 rentable square feet, with remaining lease terms of 9.9 years, 4.8 years, 4.3 years, 2.8 years, 2.8 years, 2.8 years, 1.4 years, and 0.1 years, respectively.
(10)	Amount shown is a weighted average of multiple leases with this tenant for 106,003 rentable square feet, 97,366 rentable square feet, and 47,085 rentable square feet with remaining lease terms of 8.4 years, 8.4 years, and 0.9 years, respectively.
(11)	Amount shown is a weighted average of multiple leases with this tenant for 60,759 rentable square feet, 68,000 rentable square feet, 52,627 rentable square feet, and 17,932 rentable square feet with remaining lease terms of 9.3 years, 9.3 years, 7.0 years, and 0.8 years, respectively.
(12)	Amount shown is a weighted average of multiple leases with this tenant for 83,561 rentable square feet, 86,515 rentable square feet, and 8,876 rentable square feet with remaining lease terms of 5.4 years, 2.5 years, and 0.8 years, respectively.
(13)	As of September 30, 2010, Novartis AG owned approximately 13% of the outstanding stock of Alnylam Pharmaceuticals, Inc.
(14)	As of November 29, 2010, GlaxoSmithKline plc owned approximately 19% of the outstanding stock of Theravance, Inc.
(15)	Amount shown is a weighted average of multiple leases for 110,428 rentable square feet with a remaining lease term of 9.4 years, and 59,816 rentable square feet (representing one lease at one property containing 19,914 rentable square feet, 19,988 rentable square feet, and 19,914 rentable square feet) with remaining lease terms of 9.4 years, 1.3 years, and 0.4 years, respectively.
(16)	Amount shown is a weighted average of multiple leases with this tenant for 71,510 rentable square feet and 96,798 rentable square feet (representing two leases at two properties containing 45,030 rentable square feet and 51,768 rentable square feet, respectively) with remaining lease terms of 7.1 years and 4.1 years, respectively.
(17)	Amount shown is a weighted average of multiple leases with this tenant for 102,283 rentable square feet and 17,857 rentable square feet with remaining lease terms of 9.1 years and 8.3 years, respectively.
(18)	Amount shown is a weighted average of multiple leases with this tenant for 19,606 rentable square feet and 76,894 rentable square feet with remaining lease terms of 6.8 years and 5.7 years, respectively.
(19)	Office building is targeted for redevelopment into single or multi-tenancy laboratory space upon lease expiration.
(20)	Approximately 50,000 rentable square feet of the expiring rentable square footage has been re-leased to a life science company.
(21)	Amount shown is a weighted average of multiple leases with this tenant for 30,187 rentable square feet, 78,916 rentable square feet, 7,868 rentable square feet, 6,669 rentable square feet, 31,260 rentable square feet, 33,244 rentable square feet, and 1,578 rentable square feet with remaining lease terms of 7.0 years, 6.9 years, 3.8 years, 3.7 years, 2.9 years, 2.3 years and 0.1 years, respectively.

Table of Contents

ITEM 3. LEGAL PROCEEDINGS

To our knowledge, no legal proceedings are pending against us, other than routine actions and administrative proceedings, substantially all of which are expected to be covered by liability insurance and which, in the aggregate, are not expected to have a material adverse effect on our financial condition, results of operations, or cash flows.

ITEM 4. RESERVED

Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the NYSE under the symbol “ARE.” On February 23, 2011, the last reported sales price per share of our common stock was $78.07, and there were approximately 268 holders of record of our common stock (excluding beneficial owners whose shares are held in the name of Cede & Co.). The following table sets forth the quarterly high and low trading prices per share of our common stock as reported on the NYSE and the distributions paid by us with respect to our common stock for each such period:

Period	High	Low	Per Share Distribution
2010
Fourth Quarter	$76.19	$65.60	$0.45
Third Quarter	$73.89	$60.11	$0.35
Second Quarter	$75.18	$60.48	$0.35
First Quarter	$69.03	$55.54	$0.35

2009
Fourth Quarter	$68.24	$51.35	$0.35
Third Quarter	$62.49	$30.33	$0.35
Second Quarter	$43.76	$30.48	$0.35
First Quarter	$66.69	$31.19	$0.80

Future distributions on our common stock will be determined by and at the discretion of our board of directors and will be dependent upon a number of factors, including actual cash available for distribution, our financial condition and capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code, and such other factors as our board of directors deems relevant. To maintain our qualification as a REIT, we must make annual distributions to stockholders of at least 90% of our taxable income for the current taxable year, determined without regard to deductions for dividends paid and excluding any net capital gains. Under certain circumstances, we may be required to make distributions in excess of cash flow available for distributions to meet these distribution requirements. In such a case, we may borrow funds or may raise funds through the issuance of additional debt or equity capital. No dividends can be paid on our common stock unless we have paid full cumulative dividends on our 8.375% series C cumulative redeemable preferred stock (“Series C Preferred Stock”) and Series D Convertible Preferred Stock. From the date of issuance of our preferred stock through December 31, 2010, we have paid full cumulative dividends on our Series C Preferred Stock and Series D Convertible Preferred Stock. We cannot assure our stockholders that we will make any future distributions.

The income tax treatment of distributions on our common stock, Series C Preferred Stock, and Series D Convertible Preferred Stock for the years ended December 31, 2010, 2009, and 2008 was as follows:

	Common Stock						Series C Preferred Stock						Series D Preferred Stock
	Year Ended December 31,						Year Ended December 31,						Year Ended December 31,
	2010		2009		2008		2010		2009		2008		2010		2009		2008
Ordinary income	77.2	%	98.8	%	81.1	%	100.0	%	100.0	%	92.5	%	100.0	%	100.0	%	92.5	%
Return of capital	22.8		1.2		12.3		–		–		–		–		–		–
Capital gains at 15%	–		–		6.6		–		–		7.5		–		–		7.5
Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

See “Item12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information on securities authorized for issuance under equity compensation plans.

Table of Contents

ITEM 6. SELECTED FINANCIAL DATA

The following table should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K. See “Item 15. Exhibits and Financial Statement Schedules.” Certain amounts for the years prior to 2010 presented in the table below have been reclassified to conform to the presentation of our consolidated financial statements for the year ended December 31, 2010.

	Year Ended December 31,
	2010			2009		2008		2007		2006
	(Dollars in thousands, except per share amounts)
Operating Data:
Total revenues	$	487,303		$	483,172	$	455,234	$	391,780	$	296,912
Total expenses	362,849			358,604		354,203		315,701		231,419
Income from continuing operations before (loss) gain on early extinguishment of debt	124,454			124,568		101,031		76,079		65,493
(Loss) gain on early extinguishment of debt	(45,168		)	11,254		–		–		–
Income from continuing operations	79,286			135,822		101,031		76,079		65,493
Income from discontinued operations before gain on sales of real estate	270			3,199		3,315		5,925		10,151
Gain/loss on sales of real estate	24			2,627		15,751		7,976		59
Income from discontinued operations, net	294			5,826		19,066		13,901		10,210
Gain on sales of land parcels	59,442			–		–		–		–
Net income	139,022			141,648		120,097		89,980		75,703
Net income attributable to noncontrolling interests	3,729			7,047		3,799		3,669		2,287
Dividends on preferred stock	28,357			28,357		24,225		12,020		16,090
Preferred stock redemption charge	–			–		–		2,799		–
Net income attributable to unvested restricted stock awards	995			1,270		1,327		1,075		873
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders	$	105,941		$	104,974	$	90,746	$	70,417	$	56,453
Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic
Continuing operations	$	2.18		$	2.57	$	2.27	$	1.91	$	1.85
Discontinued operations, net	0.01			0.15		0.60		0.46		0.40
Earnings per share – basic	$	2.19		$	2.72	$	2.87	$	2.37	$	2.25
Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted
Continuing operations	$	2.18		$	2.57	$	2.27	$	1.90	$	1.82
Discontinued operations, net	0.01			0.15		0.59		0.46		0.41
Earnings per share – diluted	$	2.19		$	2.72	$	2.86	$	2.36	$	2.23
Weighted average shares of common stock outstanding
Basic	48,375,474			38,586,909		31,653,829		29,668,231		25,102,200
Diluted	48,405,040			38,600,069		31,765,055		29,832,013		25,342,048
Cash dividends declared per share of common stock	$	1.50		$	1.85	$	3.18	$	3.04	$	2.86

Table of Contents

	Year Ended December 31,
	2010			2009			2008			2007			2006

Balance Sheet Data (at year end):
Rental properties, net	$	3,930,762		$	3,383,308		$	3,215,723		$	3,057,294		$	2,663,088
Land held for future development	$	431,838		$	255,025		$	109,478		$	89,621		$	63,163
Construction in progress	$	1,045,536		$	1,400,795		$	1,398,895		$	1,143,314		$	596,331
Investment in unconsolidated real estate entity	$	36,678		$	–		$	–		$	–		$	–
Total assets	$	5,905,861		$	5,457,227		$	5,132,077		$	4,641,245		$	3,617,477
Total debt	$	2,584,162		$	2,746,946		$	2,938,108		$	2,750,648		$	2,024,866
Total liabilities	$	2,919,533		$	3,051,148		$	3,357,014		$	3,025,502		$	2,208,348
Redeemable noncontrolling interests	$	15,920		$	41,441		$	33,963		$	35,342		$	20,132
Alexandria Real Estate Equities, Inc.’s stockholders’ equity	$	2,928,825		$	2,323,408		$	1,700,010		$	1,540,219		$	1,351,652
Noncontrolling interests	$	41,583		$	41,230		$	41,090		$	40,182		$	37,345
Total equity	$	2,970,408		$	2,364,638		$	1,741,100		$	1,580,401		$	1,388,997
Reconciliation of net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders to funds from operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders	$	105,941		$	104,974		$	90,746		$	70,417		$	56,453
Add:
Depreciation and amortization (1)	126,640			118,508			108,743			97,335			74,039
Net income attributable to noncontrolling interests	3,729			7,047			3,799			3,669			2,287
Net income attributable to unvested restricted stock awards	995			1,270			1,327			1,075			873
Subtract:
Gain on sales of property	(59,466		)	(2,627		)	(20,401		)	(7,976		)	(59		)
FFO attributable to noncontrolling interests	(4,226		)	(3,843		)	(4,108		)	(3,733		)	(1,928		)
FFO attributable to unvested restricted stock awards	(1,608		)	(2,694		)	(2,596		)	(2,418		)	(2,006		)
FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders (2)	172,005			222,635			177,510			158,369			129,659
Effect of dilutive securities and assumed conversion:
Assumed conversion of 8% unsecured convertible notes	7,781			11,943			–			–			–
Amounts attributable to unvested restricted stock awards	(22		)	118			9			13			19
FFO attributable to Alexandria Real Estate Equities, Inc.’s commons tockholders assuming effect of dilutive securities and assumed conversion	$	179,764		$	234,696		$	177,519		$	158,382		$	129,678
Other Data:
Cash provided by operating activities	$	219,346		$	211,035		$	257,200		$	191,865		$	134,474
Cash used in investing activities	$	(436,654	)	$	(409,923	)	$	(494,933	)	$	(949,253	)	$	(961,636	)
Cash provided by financing activities	$	237,912		$	198,355		$	300,864		$	762,470		$	826,199
Number of properties at year end	167			163			166			175			164
Rentable square feet of properties at year end	13,760,441			12,751,621			12,653,397			13,838,677			12,364,321
Occupancy of operating and redevelopment properties at year end	89 %			89%			90%			88%			88%
Occupancy of operating properties at year end	94 %			94%			95%			94%			93%

(1) Includes depreciation and amortization classified in discontinued operations related to assets “held for sale” (for the periods prior to when such assets were designated as “held for sale”).

(2) GAAP basis accounting for real estate assets utilizes historical cost accounting and assumes real estate values diminish over time. In an effort to overcome the difference between real estate values and historical cost accounting for real estate assets, the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) established the measurement tool of FFO. Since its introduction, FFO has become a widely used non-GAAP financial measure by REITs. We believe that FFO is helpful to investors as an additional measure of the performance of an equity REIT. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its April 2002 White Paper (the “White Paper”) and related implementation guidance, which may differ from the methodology for calculating FFO utilized by other equity REITs, and, accordingly, may not be comparable to such other REITs. The White Paper defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. While FFO is a relevant and widely used measure of operating performance for REITs, it should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions. For a more detailed discussion of FFO, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Funds From Operations.”

Table of Contents

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this annual report on Form 10-K. Forward-looking statements involve inherent risks and uncertainties regarding events, conditions, and financial trends that may affect our future plans of operation, business strategy, results of operations, and financial position. A number of important factors could cause actual results to differ materially from those included within or contemplated by such forward-looking statements, including, but not limited to, those described under “Item 1. Business” in this annual report on Form 10-K. We do not undertake any responsibility to update any of these factors or to announce publicly any revisions to any of the forward-looking statements contained in this or any other document, whether as a result of new information, future events, or otherwise.

Overview

We are a Maryland corporation formed in October 1994 that has elected to be taxed as a REIT for federal income tax purposes. We are the largest owner and preeminent REIT focused principally on cluster development through the ownership, operation, management, selective acquisition, development, and redevelopment of properties containing life science laboratory space. We are the leading provider of high-quality, environmentally sustainable real estate, technical infrastructure, and services to the broad and diverse life science industry. Client tenants include institutional (universities and independent not-for-profit institutions), pharmaceutical, biotechnology, medical device, product, service, and government agencies. Our primary business objective is to maximize stockholder value by providing our stockholders with the greatest possible total return based on a multi-faceted platform of internal and external growth. Our operating platform is based on the principle of “clustering,” with assets and operations located adjacent to life science entities driving growth and technological advances within each cluster.

As of December 31, 2010, we had 167 properties approximating 13.7 million rentable square feet consisting of 162 properties approximating 13.2 million rentable square feet (including spaces undergoing active redevelopment) and five properties undergoing ground-up development approximating an additional 475,818 rentable square feet. Our operating properties were approximately 94.3% leased as of December 31, 2010. Our primary sources of revenues are rental income and tenant recoveries from leases of our properties. The comparability of financial data from period to period is affected by the timing of our property acquisition, development, and redevelopment activities.

In 2010, we:

· Executed 142 leases for 2,744,000 rentable square feet, including 712,000 rentable square feet of redevelopment and development space;

· Reported occupancy of operating properties at approximately 94%, and occupancy of operating and redevelopment properties at approximately 89% as of December 31, 2010;

· Repaid eight secured loans approximating $119 million, retired substantially all $240 million of 8% Unsecured Convertible Notes, and repurchased approximately $83 million of 3.7% Unsecured Convertible Notes;

· Acquired seven properties in various markets aggregating approximately 980,000 rentable square feet for an aggregate purchase price of $318 million;

· Repaid debt with proceeds from sales of one property and land parcels for an aggregate sales price of $290 million at an aggregate gain of $59 million;

· Completed the redevelopment of multiple spaces at nine properties aggregating 303,000 rentable square feet;

· Completed the ground-up development of three properties aggregating 553,000 rentable square feet;

· Commenced the ground-up development of two fully leased properties aggregating approximately 220,000 rentable square feet pursuant to long term leases; and

· Obtained final zoning approval for Alexandria Center™ at Kendall Square located in East Cambridge, Massachusetts, an 11.3-acre development with 1.9 million rentable square feet of life science and other space.

· In January 2011, we extended the maturity date and increased commitments on our unsecured credit facility from $1.9 billion to $2.25 billion; and

· In February 2011, we closed on an unsecured term loan for $250 million maturing in January 2015 assuming we exercise our sole right to extend the maturity date by 11 months.

Table of Contents

2010 demonstrated the strength and durability of our core operations providing life science laboratory space to the broad and diverse life science industry. Our core operating results were relatively steady for the year ended December 31, 2010, during the continuing extraordinary and unprecedented United States and worldwide economic, financial, banking and credit market crisis, significant worldwide economic recession, and the drastic decline in consumer confidence and the consumer driven economy.

The economic, financial and banking environment, and consumer confidence have improved since the depth of the crisis in the fourth quarter of 2008 and first quarter of 2009. Even with the recent improvements, we remain cautious regarding the economic, financial and banking environment. We intend to continue to focus on the completion of our existing active redevelopment projects aggregating approximately 755,463 rentable square feet and our existing active development projects aggregating approximately an additional 475,818 rentable square feet. Additionally, we intend to continue with preconstruction activities for certain land parcels for future ground-up development in order to preserve and create value for these projects. These important preconstruction activities add significant value to our land for future ground-up development and are required for the ultimate vertical construction of the buildings. We also intend to be very careful and prudent with any future decisions to add new projects to our active ground-up developments. Future ground-up development projects will likely require significant pre-leasing from high-quality and/or creditworthy entities. We also intend to continue to reduce debt as a percentage of our overall capital structure over a multi-year period. During this period, we may also extend and/or refinance certain debt maturities. We expect the source of funds for construction activities and repayment of outstanding debt to be provided over several years by opportunistic sales of real estate, joint ventures, cash flows from operations, new secured or unsecured debt and the issuance of additional equity securities, as appropriate. As of December 31, 2010, we had identified one asset as “held for sale,” which has been classified in discontinued operations.

As of December 31, 2010, we had 167 properties containing approximately 13.7 million rentable square feet of life science laboratory space including approximately 755,463 rentable square feet of space undergoing a permanent change in use to life science laboratory space through redevelopment. Our operating properties were approximately 94.3% leased as of December 31, 2010. In addition, as of December 31, 2010, our asset base contained properties undergoing ground-up development approximating 475,818 rentable square feet.

The following table is a summary of our properties as of December 31, 2010 (dollars in thousands):

	Rentable Square Feet				Number of	Annualized		Occupancy
Markets	Operating	Redevelopment	Development	Total	Properties	Base Rent (1)		Percentage (1)(2)
California – San Diego	2,043,199	419,722	123,430	2,586,351	36	$	63,569	93.1	%
California – San Francisco Bay	1,879,290	–	255,388	2,134,678	22	67,098		95.8
Greater Boston	3,250,589	210,660	–	3,461,249	38	121,277		93.6
NYC/New Jersey/Suburban Philadelphia	747,292	–	–	747,292	9	33,747		85.8
Southeast	713,221	30,000	97,000	840,221	13	15,484		93.4
Suburban Washington, D.C.	2,458,299	95,081	–	2,553,380	32	53,327		95.8
Washington – Seattle	997,205	–	–	997,205	12	34,461		97.5
International	342,394	–	–	342,394	4	8,995		100.0
Subtotal	12,431,489	755,463	475,818	13,662,770	166	$	397,958	94.3	%
Discontinued Operations/”Held for Sale”	21,000	–	–	21,000	1
Total	12,452,489	755,463	475,818	13,683,770	167

(2) Occupancy percentages relate to our operating properties. Including spaces undergoing redevelopment, occupancy as of December 31, 2010 was 88.9%.

Table of Contents

Our primary sources of revenue are rental income and tenant recoveries (consisting of reimbursement of real estate taxes, insurance, utilities, repairs and maintenance, and other operating expenses from certain tenants) from leases of our properties. The comparability of financial data from period to period is affected by the timing of our property acquisition, development, and redevelopment activities. Of the 167 properties owned as of December 31, 2010, we acquired seven properties and commenced the ground-up development of one property in 2010, we commenced the ground-up development of one property in 2009, we acquired two properties in 2008, and we acquired 135 properties and commenced the ground-up development of 21 properties prior to 2008. As a result of these acquisitions and ground-up development projects, as well as our ongoing redevelopment and leasing activities, there have been significant increases in total revenues and expenses, including significant increases in total revenues and expenses for 2010 as compared to 2009 as well as 2009 as compared to 2008. Our operating expenses generally consist of real estate taxes, insurance, utilities, common area, and other operating expenses.

Leasing

For the year ended December 31, 2010, we executed a total of 142 leases for approximately 2,744,000 rentable square feet at 71 different properties (excluding month-to-month leases). Of this total, approximately 1,778,000 rentable square feet related to new or renewal leases of previously leased space and approximately 966,000 rentable square feet related to developed, redeveloped, or previously vacant space. Of the 966,000 rentable square feet, approximately 712,000 rentable square feet were related to our development or redevelopment programs, with the remaining approximately 254,000 rentable square feet related to previously vacant space. Rental rates for these new or renewal leases were on average approximately 4.9% higher on a GAAP basis than rental rates for expiring leases.

As of December 31, 2010, approximately 96% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes and insurance, common area, and other operating expenses (including increases thereto) in addition to base rent. Additionally, approximately 93% of our leases (on a rentable square footage basis) provided for the recapture of certain capital expenditures, and approximately 91% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed or indexed based on the consumer price index or another index.

The following table summarizes information with respect to the lease expirations at our properties as of December 31, 2010:

Year of Lease Expiration	Number of Leases Expiring		Rentable Square Footage of Expiring Leases		Percentage of Aggregate Total Rentable Square Feet		Annualized Base Rent of Expiring Leases (per rentable square foot)
2011	91	(1)	1,776,897	(1)	13.3	%	$30.33
2012	78		1,399,663		10.6		32.01
2013	77		1,306,609		9.9		29.09
2014	57		1,234,908		9.3		29.02
2015	47		1,020,681		7.7		30.92
2016	24		1,105,862		8.3		31.51
2017	18		800,687		6.0		34.46
2018	13		879,238		6.6		39.16
2019	7		399,250		3.0		35.98
2020	15		812,915		6.1		40.33

(1) Excludes five month-to-month leases for approximately 23,000 rentable square feet. Of the 1.8 million rentable square feet expiring in 2011 as of December 31, 2010, approximately 523,000 rentable square feet was leased as of, or subsequent to, December 31, 2010, and approximately 392,000 rentable square feet was targeted for redevelopment.

Our revenues are derived primarily from rental payments and reimbursement of operating expenses under our leases. If a tenant experiences a downturn in its business or other types of financial distress, it may be unable to make timely payments under its lease. Also, if tenants decide not to renew their leases or terminate early, we may not be able to re-lease the space. Even if tenants decide to renew or lease space, the terms of renewals or new leases, including the cost of any tenant improvements, concessions, and lease commissions, may be less favorable to us than current lease terms. Consequently, we could lose the cash flow from the affected properties, which could negatively impact our business. We may have to divert cash flow generated by other properties to meet our mortgage payments, if any, or to pay other expenses related to owning the affected properties.

Table of Contents

Value-added projects

Construction in progress included the following value-added projects as of December 31, 2010 (dollars in thousands):

Value-Added Projects	Book Value		Square Footage
Active redevelopment	$	248,651	755,463
Active development	134,758		475,818
Preconstruction	563,800		3,014,000
Projects in China	66,786		547,000
Projects in India	31,541		426,000
Total	$	1,045,536	5,218,281

Our redevelopment, development, preconstruction, and certain real estate projects in China and India are classified as construction in progress. We are required to capitalize interest and other direct project costs during the period an asset is undergoing activities to prepare it for its intended use. Capitalization of interest and other direct project costs cease after a project is substantially complete and ready for its intended use. Additionally, should activities necessary to prepare an asset for its intended use cease, interest, taxes, insurance, and certain other direct project costs related to these assets would be expensed as incurred. Expenditures for repairs and maintenance are expensed as incurred. When construction activities cease and the asset is ready for its intended use, the asset is transferred out of construction in progress and classified as rental properties, net or land held for future development.

A key component of our business model includes our value-added redevelopment and development programs. These programs are focused on providing high-quality, generic and reusable life science laboratory space to meet the real estate requirements of a wide range of clients in the life science industry. Upon completion, each value-added project is expected to generate significant revenues and cash flows. Our redevelopment and development projects are generally in locations that are highly desirable to life science entities which we believe results in higher occupancy levels, longer lease terms, and higher rental income and returns. Redevelopment projects consist of the permanent change in use of office, warehouse, and shell space into generic life science laboratory space, including the conversion of single tenancy space to multi-tenancy space or visa versa. Our incremental investment in redevelopment projects for the conversion of non-laboratory space to laboratory space generally range from $75 to $150 per square foot depending on the nature of the existing building improvements and laboratory design. Development projects consist of the ground-up development of generic and reusable life science laboratory facilities. We anticipate execution of new active development projects for aboveground vertical construction of new laboratory space generally only with significant pre-leasing. As of December 31, 2010, our estimated cost to complete was approximately $145 per rentable square foot, or $110 million in aggregate, for the 755,463 rentable square feet undergoing a permanent change in use to life science laboratory space through redevelopment. As of December 31, 2010, our estimated cost to complete was approximately $146 per rentable square foot, or $70 million in aggregate for the 475,818 rentable square feet undergoing ground-up development.

We also have certain significant value-added projects undergoing important and substantial preconstruction activities to bring these assets to their intended use. Preconstruction activities include entitlements, permitting, design, site work, and other activities prior to commencement of vertical construction of aboveground shell and core improvements. Our objective also includes advancement of preconstruction efforts to reduce the time to deliver projects to prospective tenants. These critical activities add significant value for future ground-up development and are required for the ultimate vertical construction of buildings. Ultimately, these land parcels will provide valuable opportunities for new ground-up construction projects. The projects will provide high-quality facilities for the life science industry and will generate significant revenue and cash flows for the Company. See “Item 2. Properties” for additional information and tables summarizing our properties undergoing redevelopment, development, and preconstruction activities as of December 31, 2010.

A component of our business model also includes projects in Asia which primarily represent development opportunities and projects in China and India focused on life science laboratory space for our current client tenants and other life science relationship clients. These projects focus on real estate investments with targeted returns on investment greater than returns expected in the United States. We have two development projects in China. One development project is located in South China where a two-building project aggregating approximately 275,000 rentable square feet is under construction. The second development project is located in North China where a two-building project aggregating approximately 272,000 rentable square feet is under construction. Additionally, we have 426,000 square feet undergoing construction in India. During 2011, we expect to incur approximately $55 to $65 million in construction in Asia.

Table of Contents

Our success with our redevelopment, development, and preconstruction projects depends on many risks that may adversely affect our business, including those associated with:

· negative worldwide economic, financial, and banking conditions;

· worldwide economic recession, lack of confidence, and/or high structural unemployment;

· financial, banking, and credit market conditions;

· the seizure or illiquidity of credit markets;

· national, local, and worldwide economic conditions;

· delays in construction;

· budget overruns;

· lack of availability and/or increasing costs of materials;

· commodity pricing of building materials and supplies;

· financing availability;

· changes in the life sciences, financial, and banking industries;

· adverse developments concerning the life science industry and/or our life science client tenants;

· volatility in interest rates;

· labor availability and/or strikes;

· uncertainty of leasing;

· timing of the commencement of rental payments;

· changes in local submarket conditions;

· delays or denials of entitlements or permits; and

· other property development uncertainties.

In addition, redevelopment, development, and preconstruction activities, regardless of whether they are ultimately successful, typically require a substantial portion of management’s time and attention. This may distract management from focusing on other operational activities. If we are unable to complete redevelopment, development, and preconstruction projects successfully, our business may be adversely affected.

Critical accounting policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. Our significant accounting policies are described in the notes to our consolidated financial statements appearing elsewhere in this annual report on Form 10-K. The preparation of these financial statements in conformity with GAAP requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses. We base these estimates, judgments, and assumptions on historical experience and on various other factors that we believe to be reasonable under the circumstances. Changes in estimates could affect our financial position and specific items in our results of operations that are used by our stockholders, potential investors, industry analysts and lenders in their evaluation of our performance. Actual results may differ from these estimates under different assumptions or conditions.

REIT compliance

We have elected to be taxed as a REIT under the Internal Revenue Code. Qualification as a REIT involves the application of highly technical and complex provisions of the Internal Revenue Code to our operations and financial results, and the determination of various factual matters and circumstances not entirely within our control. We believe that our current organization and method of operation comply with the rules and regulations promulgated under the Internal Revenue Code to enable us to qualify, and continue to qualify, as a REIT. However, it is possible that we have been organized or have operated in a manner that would not allow us to qualify as a REIT, or that our future operations could cause us to fail to qualify.

If we fail to qualify as a REIT in any taxable year, then we will be required to pay federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates. If we lose our REIT status, then our net earnings available for investment or distribution to our stockholders will be significantly reduced for each of the years involved and we will no longer be required to make distributions to our stockholders.

Table of Contents

Rental properties, net, land held for future development, and construction in progress

We recognize assets acquired (including the intangible value to above or below market leases, acquired in-place leases, tenant relationships, and other intangible assets or liabilities), liabilities assumed, and any noncontrolling interest in an acquired entity at their fair value as of the acquisition date. The value of tangible assets acquired is based upon our estimation of value on an “as if vacant” basis. The value of acquired in-place leases includes the estimated carrying costs during the hypothetical lease-up period and other costs that would have been incurred to execute similar leases, considering market conditions at the acquisition date of the acquired in-place lease. We assess the fair value of tangible and intangible assets based on numerous factors, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known trends, and market/economic conditions that may affect the property. We also recognize the fair values of assets acquired, the liabilities assumed, and any noncontrolling interest in acquisitions of less than a 100% interest when the acquisition constitutes a change in control of the acquired entity. In addition, acquisition-related costs and restructuring costs are expensed as incurred.

The values allocated to land improvements, buildings, building improvements, tenant improvements, and equipment are depreciated on a straight-line basis using an estimated life of 20 years for land improvements, the shorter of the term of the respective ground lease or 40 years for buildings and building improvements, the respective lease term for tenant improvements, and the estimated useful life for equipment. The values of acquired above and below market leases are amortized over the lives of the related leases and recorded as either an increase (for below market leases) or a decrease (for above market leases) to rental income. The values of acquired in-place leases are classified as leasing costs, included in other assets in the accompanying consolidated balance sheets, and amortized over the remaining terms of the related leases.

Discontinued operations

A property is classified as “held for sale” when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (3) an active program to locate a buyer, and other actions required to complete the plan to sell, have been initiated; (4) the sale of the property is probable and is expected to be completed within one year; (5) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When all of these criteria have been met, the property is classified as “held for sale,” its operations, including any interest expense directly attributable to it, are classified as discontinued operations in our consolidated statements of income and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations. Depreciation of assets ceases upon designation of a property as “held for sale.”

Impairment of long-lived assets

Long-lived assets to be held and used, including our rental properties, land held for future development, construction in progress, and intangibles are individually evaluated for impairment when conditions exist which may indicate that the carrying amount of a long-lived asset may not be recoverable. The carrying amount of a long-lived asset to be held and used is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Impairment indicators for long-lived assets to be held and used, including our rental properties, land held for future development, and construction in progress are assessed by project and include, but are not limited to, significant fluctuations in estimated net operating income, occupancy changes, construction costs, estimated completion dates, rental rates, and other market factors. We assess the expected undiscounted cash flows based upon numerous factors, including, but not limited to, construction costs, available market information, historical operating results, known trends, and market/economic conditions that may affect the property and our assumptions about the use of the asset, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration. Upon determination that an impairment has occurred, a write-down is recorded to reduce the carrying amount to its estimated fair value.

Table of Contents

We use a “held for sale” impairment model for our properties classified as “held for sale.” The “held for sale” impairment model is different from the held and used impairment model whereby under the “held for sale” impairment model, an impairment loss is recognized if the carrying amount of the long-lived asset classified as “held for sale” exceeds its fair value less cost to sell. Because of these two different models, it is possible for a long-lived asset previously classified as held and used to result in the recognition of an impairment charge upon classification as “held for sale.”

Capitalization of costs

We are required to capitalize direct construction and development costs, including predevelopment costs, interest, property taxes, insurance, and other costs directly related and essential to the acquisition, development, redevelopment, or construction of a project. Capitalization of construction, development, and redevelopment costs is required while activities are ongoing to prepare an asset for its intended use. Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred. Should development, redevelopment, or construction activity cease, interest, property taxes, insurance, and certain other costs would no longer be eligible for capitalization and would be expensed as incurred. Expenditures for repairs and maintenance are expensed as incurred.

We also capitalize costs directly related and essential to our leasing activities. These costs are amortized on a straight-line basis over the terms of the related leases. Costs related to unsuccessful leasing opportunities are expensed as incurred.

Accounting for investments

Investments in privately held entities are generally accounted for under the cost method when our interest in the entity is so minor that we have virtually no influence over the entities’ operating and financial policies. Certain investments in privately held entities are accounted for under the equity method when our interest in the entity is not deemed so minor that we have virtually no influence over the entities’ operating and financial policies. Under the equity method of accounting, we record our investment initially at cost and adjust the carrying amount of the investment to recognize our share of the earnings or losses of the investee subsequent to the date of our investment. Additionally, we limit our ownership percentage in the voting stock of each individual entity to less than 10%.

Individual investments are evaluated for impairment when changes in conditions exist that may indicate an impairment exists. The factors that we consider in making these assessments include, but are not limited to, market prices, market conditions, available financing, prospects for favorable or unfavorable clinical trial results, new product initiatives, and new collaborative agreements. If there are no identified events or changes in circumstances that would have an adverse effect on our cost method investments, we do not estimate its fair value. For all of our investments, if a decline in the fair value of an investment below the carrying value is determined to be other-than-temporary, such investment is written down to its estimated fair value with a non-cash charge to current earnings. We use “significant other observable inputs” and “significant unobservable inputs” to determine the fair value of privately held entities.

Interest rate hedge agreements

We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding and the use of interest rate hedge agreements. Specifically, we enter into interest rate hedge agreements to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our interest rate hedge agreements are used to manage differences in the amount, timing, and duration of our known or expected cash payments principally related to our borrowings based on the London Interbank Offered Rate (“LIBOR”). We do not use derivatives for trading or speculative purposes and currently all of our derivatives are designated as hedges. Our objectives in using interest rate hedge agreements are to add stability to interest expense and to manage our exposure to interest rate movements in accordance with our interest rate risk management strategy. Interest rate swap agreements designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the interest rate swap agreements without exchange of the underlying notional amount. Interest rate cap agreements designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

Table of Contents

In July 2010, the Dodd-Frank Act was enacted, representing an overhaul of the framework for regulation of U.S. financial markets. The Dodd-Frank Act calls for various regulatory agencies, including the SEC and the Commodities Futures Trading Commission, to establish regulations for implementation of many of the provisions of the Dodd-Frank Act, and we anticipate that these new regulations will provide additional clarity regarding the extent of the impact of this legislation on us. We expect to be able to continue to use interest rate hedge agreements, including interest rate swap and cap agreements, to hedge a portion of our exposure to variable interest rates. However, the costs of doing so may be increased as a result of the new legislation. We may also incur additional costs associated with our compliance with the new regulations and anticipated additional reporting and disclosure obligations. While we are not able to assess the full impact of the Dodd-Frank Act until all the implementing regulations have been adopted, based on the information available to us at this time, we do not believe provisions of the regulations implementing the Dodd-Frank Act will have a material adverse effect on our financial position, results of operations or cash flows.

We record our interest rate hedge agreements on the consolidated balance sheets at their estimated fair values with an offsetting adjustment reflected as unrealized gains/losses in accumulated other comprehensive income in total equity. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based up on the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. Our interest rate hedge agreements are considered cash flow hedges as they are designated and qualify as hedges of the exposure to variability in expected future cash flows. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the earnings effect of the hedged forecasted transactions in a cash flow hedge. All of our interest rate hedge agreements meet the criteria to be deemed “highly effective” in reducing our exposure to variable interest rates. We formally document all relationships between interest rate hedge agreements and hedged items, including the method for evaluating effectiveness and the risk strategy. We make an assessment at the inception of each interest rate hedge agreement and on an ongoing basis to determine whether these instruments are “highly effective” in offsetting changes in cash flows associated with the hedged items. The ineffective portion of each interest rate hedge agreement is immediately recognized in earnings. While we intend to continue to meet the conditions for such hedge accounting, if hedges did not qualify as “highly effective,” the changes in the fair values of the derivatives used as hedges would be reflected in earnings.

The fair value of our interest rate hedge agreements is determined using widely accepted valuation techniques including discounted cash flow analyses on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities (also referred to as “significant other observable inputs”). The fair values of our interest rate swap agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair value of our interest rate cap agreement is determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the interest rate cap agreement. The variable interest rate used in the calculation of projected receipts on the interest rate cap agreement is based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate hedge agreements. In adjusting the fair value of our interest rate hedge agreements for the effect of non-performance risk, we have considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. These methods of assessing fair value result in a general approximation of value, and such value may never be realized.

Table of Contents

Recognition of rental income and tenant recoveries

Rental income from leases with scheduled rent increases, free rent, incentives, and other rent adjustments is recognized on a straight-line basis over the respective lease terms. We include amounts currently recognized as income, and expected to be received in later years, in deferred rent in the accompanying consolidated balance sheets. Amounts received currently, but recognized as income in future years, are included as unearned rent in accounts payable, accrued expenses, and tenant security deposits in our consolidated balance sheets. We commence recognition of rental income at the date the property is ready for its intended use and the tenant takes possession of or controls the physical use of the property.

Tenant recoveries related to reimbursement of real estate taxes, insurance, utilities, repairs and maintenance, and other operating expenses are recognized as revenue in the period the applicable expenses are incurred.

We maintain an allowance for estimated losses that may result from the inability of our tenants to make payments required under the terms of the lease. If a tenant fails to make contractual payments beyond any allowance, we may recognize additional bad debt expense in future periods equal to the amount of unpaid rent and unrealized deferred rent. As of December 31, 2010 and 2009, we had no allowance for doubtful accounts.

Impact of recently issued accounting standards

In December 2010, the FASB issued an Accounting Standard Update (“ASU”) to address implementation issues associated with pro forma revenue and earnings disclosure requirements for material business combinations. The new guidance clarified that if comparative financial statements are presented, an entity should present the pro forma disclosures as if the business combination occurred at the beginning of the prior annual period when preparing the pro forma financial information. Additionally, entities must provide additional disclosures describing the nature and amount of material, nonrecurring pro forma adjustments. The ASU is effective for business combinations consummated in periods beginning after December 15, 2010, and shall be applied prospectively as of the date of adoption.

In January 2010, the FASB issued an ASU to address implementation issues associated with the accounting for decreases in the ownership of a subsidiary. The new guidance clarified the scope of the entities covered by the guidance related to accounting for decreases in the ownership of a subsidiary and specifically excluded in-substance real estate or conveyances of oil and gas mineral rights from the scope. Additionally, the new guidance expands the disclosures required for a business combination achieved in stages and deconsolidation of a business or nonprofit activity. The new guidance became effective for interim and annual periods ending on or after December 31, 2009 and must be applied on a retrospective basis to the first period that an entity adopted the new guidance related to noncontrolling interests. The adoption of this new ASU did not have an impact on our consolidated financial statements.

Results of operations

Comparison of the year ended December 31, 2010 to the year ended December 31, 2009

Rental revenues increased by $0.4 million, or 0.1%, to $368.7 million for the year ended December 31, 2010 compared to $368.2 million for the year ended December 31, 2009. Rental revenues for the year ended December 31, 2009 included additional rental income aggregating $18.5 million related to a modification of a lease for a property in South San Francisco, California. Excluding the additional rental income, rental revenues for the year ended December 31, 2010 increased by $18.9 million, or 5%, compared to the year ended December 31, 2009 as a result of rental revenues from properties acquired, placed in service, or redeveloped during the periods after January 1, 2009, including the delivery and completion of a ground-up development of a 308,000 rentable square foot science park in New York City during the fourth quarter of 2010, the delivery and completion of a ground-up development of a 130,000 rentable square foot building in the San Francisco market in the third quarter of 2010, the delivery and completion of a ground-up development of a 115,000 rentable square foot building in the Seattle market in the first quarter of 2010, and increases in rental rates related to renewed and/or re-leased space.

Table of Contents

Tenant recoveries increased by $10.3 million, or 10%, to $113.4 million for the year ended December 31, 2010 compared to $103.1 million for the year ended December 31, 2009. The increase resulted primarily from tenant recoveries from properties acquired, placed in service, or redeveloped during the periods after January 1, 2009, including the delivery and completion of a ground-up development of a 308,000 rentable square foot science park in New York City during the fourth quarter of 2010, the delivery and completion of a ground-up development of a 130,000 rentable square foot building in the San Francisco Bay market in the third quarter of 2010, and the delivery and completion of a ground-up development of a 115,000 rentable square foot building in the Seattle market in the first quarter of 2010. As of December 31, 2010 and 2009, approximately 96% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, utilities, common area, and other operating expenses (including increases thereto) in addition to base rent.

Other income for the year ended December 31, 2010 and 2009 of $5.2 million and $11.9 million, respectively, represents construction management fees, interest, investment income, and storage income. Other income for the year ended December 31, 2009 included a $7.2 million cash receipt related to real estate acquired in November 2007. Excluding the $7.2 million cash receipt, other income for the year ended December 31, 2010 remained consistent with other income for the year ended December 31, 2009 at approximately 1% of total revenues.

Rental operating expenses increased by $10.0 million, or 8%, to $132.3 million for the year ended December 31, 2010 compared to $122.3 million for the year ended December 31, 2009. The increase resulted primarily from rental operating expenses (primarily payroll, property taxes, and utilities) from properties acquired, placed in service, or redeveloped during the periods after January 1, 2009, including the delivery and completion of a ground-up development of a 308,000 rentable square foot science park in New York City during the fourth quarter of 2010, the delivery and completion of a ground-up development of a 130,000 rentable square foot building in the San Francisco Bay market in the third quarter of 2010, and the delivery and completion of a ground-up development of a 115,000 rentable square foot building in the Seattle market in the first quarter of 2010. The majority of the increase in rental operating expenses is recoverable from tenants through tenant recoveries.

General and administrative expenses decreased by $1.9 million, or 5%, to $34.4 million for the year ended December 31, 2010 compared to $36.3 million for the year ended December 31, 2009. The decrease resulted primarily from a decrease in stock compensation expense for the year ended December 31, 2010 compared to the year ended December 31, 2009. As a percentage of total revenues, general and administrative expenses for the year ended December 31, 2010 and the year ended December 31, 2009 remained consistent at approximately 7% to 8% of total revenues.

Interest expense decreased by $12.6 million, or 15%, to $69.6 million for the year ended December 31, 2010 compared to $82.2 million for the year ended December 31, 2009. The decrease resulted from a decrease in total indebtedness and a decrease in the weighted average interest rate on our unsecured line of credit and unsecured term loan, including the impact of our interest rate hedge agreements, partially offset by an increase in interest associated with our 8.00% Unsecured Convertible Notes which were issued in April 2009. The weighted average interest rate on our unsecured line of credit and unsecured term loan, including the impact of our interest rate hedge agreements, decreased from approximately 4.1% as of December 31, 2009 to approximately 2.8% as of December 31, 2010. We have entered into certain interest rate hedge agreements to hedge a portion of our exposure primarily related to variable interest rates associated with our unsecured line of credit and unsecured term loan (see “Liquidity and Capital Resources – Principal Liquidity Needs – Interest Rate Hedge Agreements”).

Depreciation and amortization increased by $8.8 million, or 7%, to $126.5 million for the year ended December 31, 2010 compared to $117.8 million for the year ended December 31, 2009. The increase resulted primarily from depreciation associated with the properties acquired, placed in service, or redeveloped during the periods after January 1, 2010, including the delivery and completion of a ground-up development of a 308,000 rentable square foot science park in New York City during the fourth quarter of 2010, the delivery and completion of a ground-up development of a 130,000 rentable square foot building in the San Francisco market in the third quarter of 2010, and the delivery and completion of a ground-up development of a 115,000 rentable square foot building in the Seattle market in the first quarter of 2010.

Table of Contents

During the year ended December 31, 2010, we recognized losses on early extinguishment of debt of approximately $45.2 million, comprised of losses of approximately $2.4 million recognized in December 2010 related to the repurchase, in privately negotiated transactions, of approximately $82.8 million of our 3.70% Unsecured Convertible Notes for approximately $84.6 million in cash, and losses of approximately $41.5 million and $1.3 million recognized in June 2010 and July 2010, respectively, related to the retirement of substantially all $240 million aggregate principal amount of our 8.00% Unsecured Convertible Notes.

During the year ended December 31, 2009, we recognized a gain on early extinguishment of debt of approximately $11.3 million related to the repurchase, in privately negotiated transactions, of approximately $75 million of our 3.70% Unsecured Convertible Notes for approximately $59.2 million in cash.

Income from discontinued operations, net of $0.3 million for the year ended December 31, 2010 reflects the results of operations of one operating property classified as “held for sale” as of December 31, 2010 and the results of operations and gains related to the sales of one operating property during the year ended December 31, 2010. We sold one operating property located in the Seattle market that had been classified as “held for sale” as of December 31, 2009. In connection with the operating property sold during the year ended December 31, 2010, we recognized a gain of approximately $24,000. Income from discontinued operations, net of $5.8 million for the year ended December 31, 2009 reflects the results of operations of one operating property that was classified as “held for sale” as of December 31, 2010, results of operations of the property sold during the year ended December 31, 2010, and the results of operations and gain on sales of four operating properties sold during the year ended December 31, 2009. In connection with the operating properties sold during the year ended December 31, 2009, we recognized a gain of approximately $2.6 million.

During the year ended December 31, 2010, we sold land parcels in Mission Bay, San Francisco. These land parcels did not meet the criteria for discontinued operations since the parcels did not have any significant operations prior to disposition. In connection with the sales of land parcels during the year ended December 31, 2010, we recognized a gain of approximately $59.4 million.

Comparison of the year ended December 31, 2009 to the year ended December 31, 2008

Rental revenues increased by $24.5 million, or 7%, to $368.2 million for the year ended December 31, 2009 compared to $343.7 million for the year ended December 31, 2008. The increase resulted from rental revenue from properties placed in service or redeveloped during the periods after January 1, 2008 and increases in rental rates related to renewed and/or releasable space leased. Additionally, in 2009 and 2008, we recognized additional rental income aggregating $18.5 million and $11.3 million, respectively, primarily related to a modification of a lease for a property in South San Francisco, California.

Tenant recoveries increased by $2.8 million, or 3%, to $103.1 million for the year ended December 31, 2009 compared to $100.3 million for the year ended December 31, 2008. The increase resulted primarily from properties placed in service or redeveloped during the periods after January 1, 2008. As of December 31, 2009 and 2008, approximately 96% and 97%, respectively, of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes and insurance, common area, and other operating expenses (including increases thereto) in addition to base rent.

Other income for the years ended December 31, 2009 and 2008 of $11.9 million and $11.2 million, respectively, represents construction management fees, interest, investment income and storage income. Other income for the year ended December 31, 2009 also includes a $7.2 million cash payment related to real estate acquired in November 2007. Excluding this cash payment, the decrease in other income is primarily due to decreases in investment income for the year ended December 31, 2009 as compared to the year ended December 31, 2008.

Rental operating expenses increased by $8.8 million, or 8%, to $122.3 million for the year ended December 31, 2009 compared to $113.4 million for the year ended December 31, 2008. The increase resulted primarily from increases in rental operating expenses (primarily payroll, property taxes, and insurance) from properties placed in service or redeveloped during the periods after January 1, 2008. The majority of the increase in rental operating expenses was recoverable from our tenants.

Table of Contents

General and administrative expenses increased by $1.5 million, or 4%, to $36.3 million for the year ended December 31, 2009 compared to $34.8 million for the year ended December 31, 2008. As a percentage of total revenues, general, and administrative expenses for 2009 remained consistent with 2008 at approximately 8%.

Interest expense decreased by $3.1 million, or 4%, to $82.2 million for the year ended December 31, 2009 compared to $85.4 million for the year ended December 31, 2008. The decrease resulted from a decrease in LIBOR rates and a decrease in the outstanding balance on our unsecured line of credit partially offset by the issuance of our 8.00% Unsecured Convertible Notes in April 2009. The weighted average interest rate on our unsecured line of credit and unsecured term loan, including the impact of our interest rate hedge agreements, decreased from approximately 4.3% as of December 31, 2008 to approximately 4.1% as of December 31, 2009. We have entered into certain interest rate hedge agreements to hedge a portion of our exposure to variable interest rates primarily associated with our unsecured line of credit and unsecured term loan (see “– Liquidity and Capital Resources – Interest Rate Hedge Agreements”).

Depreciation and amortization increased by $10.4 million, or 10%, to $117.8 million for the year ended December 31, 2009 compared to $107.4 million for the year ended December 31, 2008. The increase resulted primarily from depreciation associated with the improvements and properties placed in service or redeveloped during the periods after January 1, 2008.

During the year ended December 31, 2008, we recognized aggregate non-cash impairment charges of $13.3 million associated with other-than-temporary declines in the value of certain investments below their carrying value.

Income from discontinued operations, net of $5.8 million for the year ended December 31, 2009 reflects the results of operations of one property that was classified as “held for sale” as of December 31, 2010, the results of operations of one operating property sold during the year ended December 31, 2010, and the results of operations and gain on sales of four operating properties sold during the year ended December 31, 2009. In connection with the operating properties sold in 2009, we recognized a gain of approximately $2.6 million. Income from discontinued operations, net of approximately $19.1 million for the year ended December 31, 2008 reflects the results of operations of one operating property that was classified as “held for sale” as of December 31, 2010, the results of operations of one operating property sold during the year ended December 31, 2010, the results of operations of four operating properties sold during the year ended December 31, 2009, and the results of operations and gain on sales of eight operating properties sold during the year ended December 31, 2008. In connection with the operating properties sold in 2008, we recognized a gain of approximately $20.4 million. We also recorded a non-cash impairment charge of $4.7 million in March 2008 related to an industrial building located in a suburban submarket south of Boston and an office building located in the San Diego market which was included in income from discontinued operations, net for the year ended December 31, 2008. These properties were sold later in 2008.

Table of Contents

Liquidity and capital resources

Overview

We expect to continue meeting our short term liquidity and capital requirements generally through our working capital and net cash provided by operating activities. We believe that the net cash provided by operating activities will continue to be sufficient to enable us to make distributions necessary to continue qualifying as a REIT. We also believe that net cash provided by operating activities will be sufficient to fund recurring non-revenue enhancing capital expenditures, tenant improvements, and leasing commissions.

We expect to meet certain long term liquidity requirements, such as for property acquisitions, development, redevelopment, and other construction projects, scheduled debt maturities, and non-recurring capital improvements, through net cash provided by operating activities, periodic asset sales, long term secured and unsecured indebtedness, including borrowings under the unsecured line of credit and unsecured term loan, and the issuance of additional debt and/or equity securities.

We intend to continue to focus on the completion of our existing active redevelopment projects aggregating approximately 755,463 rentable square feet and our existing active development projects aggregating approximately an additional 475,818 rentable square feet. Additionally, we intend to continue with preconstruction activities for certain land parcels for future ground-up development in order to preserve and create value for these projects. These important preconstruction activities add significant value to our land for future ground-up development and are required for the ultimate vertical construction of the buildings. We also intend to be very careful and prudent with any future decisions to add new projects to our active ground-up developments. Future ground-up development projects will likely require significant pre-leasing from high-quality and/or creditworthy entities. We also intend to continue to reduce debt as a percentage of our overall capital structure over a multi-year period. During this period, we may also extend and/or refinance certain debt maturities. We expect the source of funds for construction activities and repayment of outstanding debt to be provided over several years by cash flows from operations, opportunistic sales of real estate, joint ventures, new secured or unsecured debt, and the issuance of additional equity securities, as appropriate. As of December 31, 2010, we had identified one asset as “held for sale” that has been classified in discontinued operations.

As further discussed below, our principal liquidity needs are to fund:

· normal recurring expenses;

· selective acquisitions;

· development and redevelopment costs;

· capital expenditures, including tenant improvements, and leasing costs;

· principal and interest payments due under our debt obligations, including balloon payments of principal; and

· dividend distributions in order to maintain our REIT qualification under the Internal Revenue Code.

We believe that our sources of capital for our principal liquidity needs will be satisfied by:

· cash on hand of approximately $91.2 million as of December 31, 2010;

· restricted cash of approximately $28.4 million as of December 31, 2010 to fund certain construction costs;

· cash flows generated by operating activities (for the year ended December 31, 2010, we generated approximately $219.3 million of cash flows from operating activities);

· availability under our $2.25 billion unsecured line of credit and unsecured term loan as amended in January 2011 (approximately $1.5 billion outstanding as of December 31, 2010);

· cash proceeds from new secured or unsecured financings;

· cash proceeds generated from potential asset sales including one property that was classified as “held for sale” as of December 31, 2010;

· cash proceeds from the issuance of equity or debt securities; and

· cash proceeds from joint ventures.

Table of Contents

Principal liquidity needs

Contractual obligations and commitments

Contractual obligations as of December 31, 2010 consisted of the following (in thousands):

			Payments by Period
	Total		2011		2012-2013			2014-2015		Thereafter

Secured notes payable (1)	$	791,974	$	100,812	$	66,228		$	238,766	$	386,168
Unsecured line of credit (2)		748,000		–		–			748,000		–
Unsecured term loan (3)		750,000		–		750,000			–		–
Unsecured convertible notes		302,184		–		301,934			250		–
Estimated interest payments		350,300		84,499		116,614			58,827		90,360
Ground lease obligations		614,024		7,619		16,898			16,809		572,698
Other obligations		24,952		1,469		22,387	(4)		308		788
Total	$	3,581,434	$	194,399	$	1,274,061		$	1,062,960	$	1,050,014

(1)		Amounts include noncontrolling interests’ share of scheduled principal maturities of approximately $22.0 million, of which approximately $20.9 million matures in 2014. Amounts exclude unamortized discounts of approximately $1.1 million.
(2)		In January 2011, we extended the maturity date of our unsecured line of credit to January 2015, assuming we exercise our sole right to extend the maturity twice by an additional six months after each exercise.
(3)		Our unsecured term loan matures in October 2012, assuming we exercise our sole right to extend the maturity by one year.
(4)		Includes approximately $21.1 million representing our share of a secured note payable due in 2012 held by our unconsolidated real estate entity.

Secured notes payable as of December 31, 2010 consisted of 20 notes secured by 49 properties. Our secured notes payable require monthly payments of principal and interest and had weighted average interest rates of approximately 5.99% at December 31, 2010. Noncontrolling interests’ share of secured notes payable aggregated approximately $22.0 million as of December 31, 2010. The total book values of rental properties, net, land held for future development, and construction in progress securing debt were approximately $1.3 billion at December 31, 2010. At December 31, 2010, our secured notes payable were comprised of approximately $789.9 million and $1.0 million of fixed and variable rate debt, respectively.

In January 2011, we entered into the Third Amendment to our Existing Credit Agreement. The Third Amendment amended the Existing Credit Agreement to, among other things, increase the maximum permitted borrowings under the credit facilities from $1.9 billion to $2.25 billion, consisting of a $1.5 billion unsecured line of credit (increased from $1.15 billion) and a $750 million unsecured term loan and provide an accordion option to increase commitments under the Unsecured Credit Facility by up to an additional $300 million. Borrowings under the Unsecured Credit Facility will bear interest at LIBOR or the specified base rate, plus in either case a margin specified in the Amended Credit Agreement. The Applicable Margin for LIBOR borrowings under the revolving credit facility was initially set at 2.4%. The Applicable Margin for the LIBOR borrowings under the unsecured term loan was not amended in the Third Amendment and was 1.0% as of December 31, 2010.

Table of Contents

Under the Third Amendment, the maturity date for the unsecured revolving credit facility is January 2015, assuming we exercise our sole right under the amendment to extend this maturity date twice by an additional six months after each exercise. The maturity date for the $750 million unsecured term loan remained unchanged at October 2012, assuming we exercise our sole right to extend the maturity date by one year. The Third Amendment modified certain financial covenants with respect to the Unsecured Credit Facility, including the fixed charge coverage ratio, secured debt ratio, leverage ratio, and minimum book value, and added covenants relating to an unsecured leverage ratio and unsecured debt yield.

In January 2007, we completed a private offering of $460 million of our “3.70% Unsecured Convertible Notes. In December 2010, we repurchased, in privately negotiated transactions, approximately $82.8 million of certain of our 3.70% Unsecured Convertible Notes for $84.6 million in cash. In April 2009, we repurchased, in privately negotiated transactions, approximately $75 million of certain of our 3.70% Unsecured Convertible Notes. See additional information under Note 7 to our consolidated financial statements appearing elsewhere in this annual report on Form 10-K regarding our ability to redeem the notes, the ability of the holders to require us to repurchase the notes, and circumstances under which the holders may convert the notes.

Estimated interest payments on our fixed rate debt and hedged variable rate debt were calculated based upon contractual interest rates, including the impact of interest rate swap agreements, interest payment dates, and scheduled maturity dates. As of December 31, 2010, approximately 63% of our debt was fixed rate debt or variable rate debt subject to interest rate hedge agreements. See additional information regarding our interest rate hedge agreements under “Liquidity and Capital Resources – Interest Rate Hedge Agreements.” The remaining 37% of our debt is unhedged variable rate debt based primarily on LIBOR. Interest payments on our unhedged variable rate debt have been excluded from the contractual obligations table on the prior page because we cannot reasonably determine the future interest obligations on variable rate debt as we cannot predict the applicable variable interest rates in the future. See additional information regarding our debt under Notes 5, 6, 7, and 8 to our consolidated financial statements appearing elsewhere in this annual report on Form 10-K.

Ground lease obligations as of December 31, 2010 included leases for 21 of our properties and land development parcels. These lease obligations have remaining lease terms from 22 to 95 years, excluding extension options.

In addition to the above, as of December 31, 2010, remaining aggregate costs under contracts for the construction of properties undergoing development, redevelopment, and generic life science infrastructure improvements under the terms of leases approximated $107.5 million. We expect payments for these obligations to occur over one to three years, subject to capital planning adjustments from time to time. We are also committed to fund approximately $52.1 million for certain investments over the next six years.

Acquisitions

In August 2010, we announced that we had entered into definitive agreements to acquire three life science properties and other selected assets and interests of privately-held Veralliance Properties, Inc. (“Veralliance”), including continuing services from Veralliance Founder and President, Daniel Ryan and other key management and operational personnel. Veralliance was a San Diego-based corporate real estate solutions company focused on the acquisition, development, and management of office and life science assets in Southern California. The three life science properties, located in San Diego, California, contain an aggregate of 161,000 rentable square feet and were acquired for an aggregate purchase price of approximately $50.0 million consisting of approximately $35.2 million in cash and our assumption of two secured loans aggregating approximately $14.8 million. We completed the acquisition of one of these properties in the third quarter of 2010 and completed the acquisitions of the other two properties in the fourth quarter of 2010.

Table of Contents

Additionally in December 2010, we acquired one property in the Suburban Washington, D.C. market aggregating approximately 50,000 rentable square feet for approximately $14 million.

Off-balance sheet arrangements

Our off-balance sheet arrangements consist of our investment in a real estate entity that is a variable interest entity for which we are not the primary beneficiary. We account for the real estate entity under the equity method. The debt held by the unconsolidated real estate entity is secured by the land parcel owned by the entity, and is non-recourse to us. See Notes 2 and 3 to our consolidated financial statements appearing elsewhere in this annual report on Form 10-K.

Capital expenditures, tenant improvements, and leasing costs

As of December 31, 2010, we had various projects, including development, redevelopment, and preconstruction projects, as well as projects in China and India, with a historical cost basis aggregating $1.0 billion classified in construction in progress.

For the years ended December 31, 2010, 2009, and 2008, we paid property-related capital expenditures and tenant improvements related to our properties, including expenditures related to our development and redevelopment projects, aggregating approximately $415.4 million, $446.1 million, and $542.5 million, respectively. These amounts include payments for property-related capital expenditures and tenant improvements presented in the table below including non-revenue enhancing capital expenditures and tenant improvement and leasing costs related to re-tenanted and renewal space. We expect our future property-related capital expenditures and tenant improvements related to our life science properties to be relatively in the range of capital expenditures incurred in 2010.

The following table shows total and the five-year average per square foot property-related capital expenditures, tenant improvements, and leasing costs (excluding capital expenditures and tenant improvements that are recoverable from tenants, revenue-enhancing or related to properties that have undergone redevelopment) for the years ended December 31, 2010, 2009, 2008, 2007, and 2006:

	Five-Year		Year Ended December 31,
	Average		2010		2009		2008		2007		2006
Capital expenditures (1):
Major capital expenditures	$	653,000	$	379,000	$	529,000	$	405,000	$	1,379,000	$	575,000
Recurring capital expenditures	$	920,000	$	953,000	$	1,405,000	$	955,000	$	648,000	$	639,000
Square feet in portfolio	11,396,107		12,202,231		11,740,993		11,770,769		11,476,217		9,790,326
Per square foot:
Major capital expenditures	$	0.06	$	0.03	$	0.05	$	0.03	$	0.12	$	0.06
Recurring capital expenditures	$	0.08	$	0.08	$	0.12	$	0.08	$	0.06	$	0.07

Tenant improvements and leasing costs:
*Re-tenanted space* (2)
Tenant improvements and leasing costs	$	2,174,000	$	3,097,000	$	1,475,000	$	3,481,000	$	1,446,000	$	1,370,000
Re-tenanted square feet	393,914		778,547		211,638		505,773		224,767		248,846
Per square foot	$	5.52	$	3.98	$	6.97	$	6.88	$	6.43	$	5.51
*Renewal space*
Tenant improvements and leasing costs	$	2,431,000	$	3,628,000	$	3,263,000	$	2,364,000	$	1,942,000	$	957,000
Renewal square feet	770,317		999,419		976,546		748,512		671,127		455,980
Per square foot	$	3.16	$	3.63	$	3.34	$	3.16	$	2.89	$	2.10

(1) Property-related capital expenditures include all major capital and recurring capital expenditures except capital expenditures that are recoverable from tenants, revenue-enhancing capital expenditures, or costs related to the redevelopment of a property. Major capital expenditures consist of roof replacements and HVAC systems that are typically identified and considered at the time a property is acquired.

(2) Excludes space that has undergone redevelopment before re-tenanting.

Table of Contents

Capital expenditures fluctuate in any given period due to the nature, extent, and timing of improvements required and the extent to which they are recoverable from our tenants. As of December 31, 2010 approximately 93% (on a rentable square footage basis) of our leases provide for the recapture of certain capital expenditures (such as HVAC systems maintenance and/or replacement, roof replacement, and parking lot resurfacing). In addition, we maintain an active preventative maintenance program at each of our properties to minimize capital expenditures.

Tenant improvements and leasing costs also fluctuate in any given year depending upon factors such as the timing and extent of vacancies, property age, location and characteristics, the type of lease (renewal tenant or re-tenanted space) the involvement of external leasing agents, and overall competitive market conditions.

We expect our future capital expenditures, tenant improvements, and leasing costs (excluding capital expenditures and tenant improvements that are recoverable from tenants, revenue-enhancing or related to properties that have undergone redevelopment) to be approximately in the range as shown in the table immediately above.

Unsecured line of credit and unsecured term loan

We use our unsecured line of credit and unsecured term loan to fund working capital, acquisition of properties, and construction activities. In January 2011, we entered into a Third Amendment to our Existing Credit Agreement. The Third Amendment amended the Existing Credit Agreement to, among other things, increase the maximum permitted borrowings under the credit facilities from $1.9 billion to $2.25 billion, consisting of a $1.5 billion unsecured line of credit (increased from $1.15 billion) and a $750 million unsecured term loan and provide an accordion option to increase commitments under the Unsecured Credit Facility by up to an additional $300 million. Borrowings under the Unsecured Credit Facility will bear interest at LIBOR or the specified base rate, plus in either case a margin specified in the Amended Credit Agreement. The Applicable Margin for LIBOR borrowings under the revolving credit facility was initially set at 2.4%. The Applicable Margin for the LIBOR borrowings under the unsecured term loan was not amended in the Third Amendment and was 1.0% as of December 31, 2010.

Under the Third Amendment, the maturity date for the unsecured line of credit will be January 2015, assuming we exercise our sole right under the amendment to extend this maturity date twice by an additional six months after each exercise. The maturity date for the $750 million unsecured term loan remained unchanged at October 2012, assuming we exercise our sole right to extend the maturity date by one year.

The Third Amendment also modified certain financial covenants with respect to the Unsecured Credit Facility, including the fixed charge coverage ratio, secured debt ratio, leverage ratio, minimum book value, and interest coverage ratio covenants, and added covenants relating to an unsecured leverage ratio and unsecured debt yield. The requirements and actual results as of December 31, 2010 of the key financial covenants under the Third Amendment are as follows:

Covenant	Requirement	Actual at December 31, 2010
Leverage ratio	Less than or equal to 60%	36%

Unsecured leverage ratio	Less than or equal to 60%	39%

Fixed charge coverage ratio	Greater than or equal to 1.5	2.0

Unsecured debt yield	Greater than or equal to 11%	14%

Minimum book value	Greater than or equal to the sum of $2.0 billion and 50% of the net proceeds of equity offerings	$2.9 billion

Secured debt ratio	Less than or equal to 40%	11%

As of December 31, 2010, we had borrowings of $748 million and $750 million outstanding under our unsecured line of credit and unsecured term loan, respectively, with a weighted average interest rate, including the impact of our interest rate swap agreements, of approximately 2.8%.

In addition, the terms of the unsecured line of credit and unsecured term loan restrict, among other things, certain investments, indebtedness, distributions, mergers, developments, land, and borrowings available under our unsecured line of credit and unsecured term loan for developments, land, and encumbered and unencumbered assets. As of December 31, 2010 and 2009, we were in compliance with all such covenants. Management continuously monitors the Company’s compliance and projected compliance with the covenants. Our current expectation is that we will continue to meet requirements of our debt covenants in the short and long term. However, in the event of an economic slow-down, crisis in the credit markets, and rising cost of capital, there is no certainty that we will be able to continue to satisfy all of the covenant requirements.

Table of Contents

Additionally, we may be required to reduce our outstanding borrowings under our credit facility in order to maintain compliance with one or more covenants under our credit facility.

For a full description of the terms and conditions under our Existing Credit Agreement, refer to our second amended and restated credit agreement dated as of October 31, 2006, filed as an exhibit to the Company’s annual report on Form 10-K filed with the SEC on March 1, 2007, the first amendment thereto filed as an exhibit to the Company’s annual report on Form 10-K filed with the SEC on March 1, 2007 and the second amendment thereto filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 9, 2007. For a full description of the covenants related to our Third Amendment, refer to our third amendment to second amended and restated credit agreement, dated as of January 28, 2011, appearing as an exhibit to this annual report on Form 10-K filed. See “Item 15. Exhibit 10.18.”

As of December 31, 2010, we had approximately 50 lenders providing commitments under our $1.9 billion Existing Credit Facility. During 2010, all lenders under our unsecured line of credit and unsecured term loan funded all borrowings requested under these agreements. In the future, if one or more such lenders fail to fund a borrowing request, we may not be able to borrow funds necessary for working capital, construction activities, dividend payments, debt repayment, monthly debt service, and other recurring capital requirements. The failure of one or more lenders to fund their share of a borrowing request may have a material impact on our financial statements.

Interest rate hedge agreements

We utilize interest rate hedge agreements, including interest rate swap and cap agreements, to hedge a portion of our exposure to variable interest rates primarily associated with our unsecured line of credit and unsecured term loan. These agreements involve an exchange of fixed and floating rate interest payments without the exchange of the underlying principal amount (the “notional amount”). Interest received under all of our interest rate hedge agreements is based on the one-month LIBOR rate. The net difference between the interest paid and the interest received is reflected as an adjustment to interest expense.

The following table summarizes our interest rate swap agreements as of December 31, 2010 (dollars in thousands):

Transaction Dates	Effective Dates	Termination Dates	Interest Pay Rates	Notional Amounts		Effective at December 31, 2010		Fair Values
December 2006	December 29, 2006	March 31, 2014	4.990%	$	50,000	$	50,000	$	(5,908	)
October 2007	October 31, 2007	September 30, 2012	4.546	50,000		50,000		(3,448		)
October 2007	October 31, 2007	September 30, 2013	4.642	50,000		50,000		(4,884		)
October 2007	July 1, 2008	March 31, 2013	4.622	25,000		25,000		(2,124		)
October 2007	July 1, 2008	March 31, 2013	4.625	25,000		25,000		(2,126		)
October 2008	September 30, 2009	January 31, 2011	3.119	100,000		100,000		(246		)
December 2006	November 30, 2009	March 31, 2014	5.015	75,000		75,000		(8,925		)
December 2006	November 30, 2009	March 31, 2014	5.023	75,000		75,000		(8,942		)
December 2006	December 31, 2010	October 31, 2012	5.015	100,000		100,000		(8,042		)
Total						$	550,000	$	(44,645	)

We have entered into master derivative agreements with each counterparty. These master derivative agreements (all of which are adapted from the standard International Swaps & Derivatives Association, Inc. form) define certain terms between the Company and each counterparty to address and minimize certain risks associated with our interest rate hedge agreements. In order to limit our risk of non-performance by an individual counterparty under our interest rate hedge agreements, our interest rate hedge agreements are spread among various counterparties. As of December 31, 2010, the largest aggregate notional amount with an individual counterparty was $175 million. If one or more of our counterparties fail to perform under our interest rate hedge agreements, we may incur higher costs associated with our variable rate LIBOR-based debt than the interest costs we originally anticipated.

As of December 31, 2010, our interest rate hedge agreements were classified in accounts payable, accrued expenses, and tenant security deposits based upon their respective fair values aggregating a liability balance of approximately $44.6 million with the offsetting adjustment reflected as unrealized losses in accumulated other comprehensive loss in total equity. Balances in accumulated other comprehensive loss are recognized in the period that the forecasted hedge transactions affect earnings. We have not posted any collateral related to our interest rate hedge agreements. For the years ended December 31, 2010, 2009, and 2008 approximately $30.6 million, $38.9 million, and $15.4 million, respectively, was reclassified from accumulated other comprehensive income to interest expense as an increase to interest expense. During the next 12 months, we expect to reclassify approximately $20.8 million from accumulated other comprehensive loss to interest expense as an increase to interest expense.

Table of Contents

Secured notes payable

As of December 31, 2010, we had aggregate secured notes payable of approximately $790.9 million. If we are unable to refinance, extend principal payments due at maturity, or pay principal maturities with proceeds from other capital sources, then our cash flows may be insufficient to pay dividends to our stockholders and to repay debt upon maturity. Furthermore, even if we are able to refinance debt prior to maturity, the interest rate, loan to value, and other key loan terms may be less favorable than existing loan terms. Less favorable loan terms, assuming we are able to refinance our secured notes payable, may result in higher interest costs, additional required capital as a result of less proceeds or lower loan to value upon refinancing and new or more restrictive covenants or loan terms.

Dividends

We are required to distribute 90% of our REIT taxable income on an annual basis in order to continue to qualify as a REIT for federal income tax purposes. Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to preferred and common stockholders from cash flow from operating activities. All such distributions are at the discretion of our board of directors. We may be required to use borrowings under our unsecured line of credit, if necessary, to meet REIT distribution requirements and maintain our REIT status. We consider market factors and our performance in addition to REIT requirements in determining distribution levels. During the year ended December 31, 2010, we paid dividends on our common stock aggregating approximately $67.9 million. Also, during the year ended December 31, 2010, we paid dividends on our Series C Preferred Stock and Series D Convertible Preferred Stock aggregating approximately $10.9 million and $17.5 million, respectively.

Sources of capital

Cash and cash equivalents

As of December 31, 2010, we had approximately $91.2 million of cash and cash equivalents.

Restricted cash

Restricted cash consisted of the following (in thousands):

	December 31,
	2010		2009
Funds held in trust under the terms of certain secured notes payable	$	20,035	$	19,340
Funds held in escrow related to construction projects	5,902		24,054
Other restricted funds	2,417		3,897
Total	$	28,354	$	47,291

The funds held in escrow related to construction projects will be used to pay for certain construction costs.

Cash flows

Net cash provided by operating activities for the year ended December 31, 2010 increased by $8.3 million to $219.3 million compared to $211.0 million for the year ended December 31, 2009. The increase resulted primarily from an increase in cash flows from overall changes in operating assets and liabilities. Cash flows from operations are primarily dependent upon the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent and operating escalations and recoveries from our tenants, and the level of operating and other costs. We believe our cash flows from operating activities provide a stable source of cash to fund operating expenses. In addition, as of December 31, 2010, approximately 96% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes and insurance, common area, and other operating expenses (including increases thereto) in addition to base rent.

We are largely dependent on the life science industry for revenues due under lease agreements. Our business could be adversely affected if the life science industry is impacted by the current economic downturn and financial and banking crisis or if the life science industry migrates from the United States to other countries. Our tenants may not be able to pay amounts due under their lease agreements if they are unsuccessful in discovering, developing, making, or selling their products or technologies.

The bankruptcy or insolvency of a major tenant may also adversely affect the income produced by a property. If any of our tenants becomes a debtor in a case under the United States Bankruptcy Code, the bankruptcy court must approve any eviction. The bankruptcy court may authorize the tenant to reject and terminate its lease with us. Our claim against such a tenant for unpaid future rent would be subject to a statutory limitation that might be substantially less than the remaining rent actually owed to us under the tenant’s lease. Any shortfall in rent payments could adversely affect our cash flow and our ability to make distributions to our stockholders.

Table of Contents

Net cash used in investing activities for the year ended December 31, 2010 was $436.7 million compared to $409.9 million for the year ended December 31, 2009. The increase in net cash used in investing activities reflects an increase in property acquisition activities offset by higher amounts of proceeds from sales of properties and a slight decrease in additions to properties during the year ended December 31, 2010, as compared to the year ended December 31, 2009.

Net cash provided by financing activities for the year ended December 31, 2010 increased by $39.6 million, to $237.9 million compared to $198.4 million for the year ended December 31, 2009. For the year ended December 31, 2010, proceeds from the issuance of common stock and borrowings from our unsecured line of credit of approximately $1.2 billion was partially offset by principal reductions of secured notes payable and our unsecured line of credit, repurchase of certain of our 3.70% Unsecured Convertible Notes, the retirement of substantially all of our 8.00% Unsecured Convertible Notes, changes in restricted cash related to financings, and deferred financing costs paid, totaling approximately $859.9 million. Additionally, for the year ended December 31, 2010, we paid dividends on our common and preferred stock of approximately $96.2 million. For the year ended December 31, 2009, proceeds from the issuance of common stock, the issuance of our 8.00% Unsecured Convertible Notes, borrowings from secured notes payable and from our unsecured line of credit, and changes in restricted cash related to financings of approximately $1.5 billion were partially offset by the repurchase of certain of our 3.70% Unsecured Convertible Notes, principal reductions of secured notes payable and our unsecured line of credit, changes in restricted cash related to financings, and deferred financing costs paid totaling approximately $1.2 billion. Additionally, for the year ended December 31, 2009, we paid dividends on our common and preferred stock of approximately $115.0 million.

Unsecured line of credit and unsecured term loan

We use our unsecured line of credit and unsecured term loan to fund working capital, the acquisition of properties, and construction activities. Our $2.25 billion unsecured credit facility, as amended in January 2011, consists of a $1.5 billion unsecured line of credit and a $750 million unsecured term loan. We may in the future elect to increase commitments under our unsecured credit facilities by up to an additional $300 million. As of December 31, 2010, we had borrowings of $748 million and $750 million outstanding under our unsecured line of credit and unsecured term loan, respectively, with a weighted average interest rate, including the impact of our interest rate swap agreements, of approximately 2.8%. See additional information regarding our unsecured line of credit and unsecured term loan on page 59.

Property dispositions

During the year ended December 31, 2010, we sold one property at an aggregate contract price of approximately $11.8 million. As of December 31, 2010, we had one property classified as “held for sale.”

In November 2010, we completed sales of land parcels in Mission Bay, San Francisco for an aggregate sales price of approximately $278 million at a gain of approximately $59 million. The sales of the land parcels resulted in a reduction of our preconstruction square footage by approximately 2.0 million square feet in the Mission Bay, San Francisco submarket. The cash proceeds from these sales were used to repay outstanding borrowings under our unsecured line of credit.

During the year ended December 31, 2009, we sold four properties at an aggregate contract price of approximately $20.9 million.

Other resources and liquidity requirements

Under our current shelf registration statement filed with the Securities and Exchange Commission, we may offer common stock, preferred stock, debt, and other securities. These securities may be issued from time to time at our discretion based on our needs and market conditions.

In September 2010, we sold 5,175,000 shares of our common stock in a follow-on offering (including 675,000 shares issued upon full exercise of the underwriters’ over-allotment option). The shares were issued at a price of $69.25 per share, resulting in aggregate proceeds of approximately $342.3 million (after deducting underwriters’ discounts and other offering costs).

Table of Contents

In September 2009, we sold 4,600,000 shares of our common stock in a follow-on offering (including shares issued upon full exercise of the underwriters’ over-allotment option). The shares were issued at a price of $53.25 per share, resulting in aggregate proceeds of approximately $233.5 million (after deducting underwriters’ discounts and other offering costs).

In April 2009, we completed a private offering of $240 million of our 8.00% Unsecured Convertible Notes. In June 2010, we completed an exchange of approximately $232.7 million of our 8.00% Unsecured Convertible Notes. In July 2010, we repurchased, in a privately negotiated transaction, an additional $7.1 million of our 8.00% Unsecured Convertible Notes. As of December 31, 2010, approximately $250,000 principal amount of our 8.00% Unsecured Convertible Notes remained outstanding.

In March 2009, we sold 7,000,000 shares of our common stock in a follow-on offering. The shares were issued at a price of $38.25 per share, resulting in aggregate proceeds of approximately $254.6 million (after deducting underwriters’ discounts and other offering costs).

We hold interests, together with certain third parties, in companies which we consolidate in our financial statements. These third parties may contribute equity into these entities primarily related to their share of funds for construction and financing related activities.

Exposure to environmental liabilities

In connection with the acquisition of all of our properties, we have obtained Phase I environmental assessments to ascertain the existence of any environmental liabilities or other issues. The Phase I environmental assessments of our properties have not revealed any environmental liabilities that we believe would have a material adverse effect on our financial condition or results of operations taken as a whole, nor are we aware of any material environmental liabilities that have occurred since the Phase I environmental assessments were completed. In addition, we carry a policy of pollution legal liability insurance covering exposure to certain environmental losses at substantially all of our properties.

Inflation

As of December 31, 2010, approximately 96% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes and insurance, common area, and other operating expenses (including increases thereto) in addition to base rent. Approximately 91% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed (generally ranging from 3.0% to 3.5%) or indexed based on the consumer price index or another index. Accordingly, we do not believe that our earnings or cash flow from real estate operations are subject to any significant risk from inflation. An increase in inflation, however, could result in an increase in the cost of our variable rate borrowings, including borrowings related to our unsecured line of credit and unsecured term loan.

Table of Contents

Funds from operations

GAAP basis accounting for real estate assets utilizes historical cost accounting and assumes real estate values diminish over time. In an effort to overcome the difference between real estate values and historical cost accounting for real estate assets, the Board of Governors of NAREIT established the measurement tool of FFO. Since its introduction, FFO has become a widely used non-GAAP financial measure among REITs. We believe that FFO is helpful to investors as an additional measure of the performance of an equity REIT. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its April 2002 White Paper (the “White Paper”) and related implementation guidance, which may differ from the methodology for calculating FFO utilized by other equity REITs, and, accordingly, may not be comparable to such other REITs. The White Paper defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. While FFO is a relevant and widely used measure of operating performance for REITs, it should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions (see “– Liquidity and Capital Resources – Principal Liquidity Needs – Cash Flows” above for information regarding these measures of cash flow).

The following table presents a reconciliation of net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders, the most directly comparable GAAP financial measure to FFO, to FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders (in thousands):

	Year Ended December 31,
	2010			2009			2008
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders	$	105,941		$	104,974		$	90,746
Add:
Depreciation and amortization (1)	126,640			118,508			108,743
Net income attributable to noncontrolling interests	3,729			7,047			3,799
Net income attributable to unvested restricted stock awards	995			1,270			1,327
Subtract:
Gain on sales of property (2)	(59,466		)	(2,627		)	(20,401		)
FFO attributable to noncontrolling interests	(4,226		)	(3,843		)	(4,108		)
FFO attributable to unvested restricted stock awards	(1,608		)	(2,694		)	(2,596		)
FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders	172,005			222,635			177,510
Effect of dilutive securities and assumed conversion:
Assumed conversion of 8.00% Unsecured Convertible Notes	7,781			11,943			–
Amounts attributable to unvested restricted stock awards	(22		)	118			9
FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders assuming effect of dilutive securities and assumed conversion	$	179,764		$	234,696		$	177,519

(2) Gain on sales of property relates to land parcels and one operating property sold during 2010, four operating properties sold during 2009, and eight operating properties sold during 2008.

Table of Contents

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates, equity prices, and foreign currency exchange rates.

Interest rate risk

The primary market risk to which we believe we are exposed is interest rate risk, which may result from many factors, including government monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control.

In order to modify and manage the interest rate characteristics of our outstanding debt and to limit the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swaps, caps, floors, and other interest rate exchange contracts. The use of these types of instruments to hedge a portion of our exposure to changes in interest rates carries additional risks, such as counterparty credit risk and the legal enforceability of hedging contracts.

Our future earnings and fair values relating to financial instruments are primarily dependent upon prevalent market rates of interest, such as LIBOR. However, our interest rate hedge agreements are intended to reduce the effects of interest rate changes. Based on interest rates at, and our interest rate hedge agreements in effect on December 31, 2010 and 2009, we estimate that a 1% increase in interest rates on our variable rate debt, including our unsecured line of credit and unsecured term loan, after considering the effect of our interest rate hedge agreements, would decrease annual future earnings by approximately $5.4 million and $2.4 million, respectively. We further estimate that a 1% decrease in interest rates on our variable rate debt, including our unsecured line of credit and unsecured term loan, after considering the effect of our interest rate hedge agreements in effect on December 31, 2010 and 2009, would increase annual future earnings by approximately $5.4 million and $2.4 million, respectively. A 1% increase in interest rates on our secured debt, unsecured convertible notes, and interest rate hedge agreements would decrease their aggregate fair values by approximately $49.5 million and $67.8 million at December 31, 2010 and 2009, respectively. A 1% decrease in interest rates on our secured debt, unsecured convertible notes, and interest rate hedge agreements would increase their aggregate fair values by approximately $44.4 million and $57.5 million at December 31, 2010 and 2009, respectively.

These amounts were determined by considering the impact of the hypothetical interest rates on our borrowing cost and our interest rate hedge agreements in effect on December 31, 2010 and 2009. These analyses do not consider the effects of the reduced level of overall economic activity that could exist in such an environment. Further, in the event of a change of such magnitude, we would consider taking actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.

Equity price risk

We have exposure to equity price market risk because of our equity investments in certain publicly traded companies and privately held entities. We classify investments in publicly traded companies as “available for sale” and, consequently, record them on our consolidated balance sheets at fair value with unrealized gains or losses reported as a component of accumulated other comprehensive income or loss. Investments in privately held entities are generally accounted for under the cost method because we do not influence any of the operating or financial policies of the entities in which we invest. For all investments, we recognize other-than-temporary declines in value against earnings in the same period the decline in value was deemed to have occurred. There is no assurance that future declines in value will not have a material adverse impact on our future results of operations. By way of example, a 10% decrease in the fair value of our equity investments as of December 31, 2010 and 2009 would decrease their fair values by approximately $8.4 million and $7.3 million, respectively.

Table of Contents

Foreign currency exchange rate risk

We have exposure to foreign currency exchange rate risk related to our subsidiaries operating in Canada and Asia. The functional currencies of our foreign subsidiaries are the respective local currencies. Gains or losses resulting from the translation of our foreign subsidiaries’ balance sheets and income statements are included in accumulated other comprehensive income as a separate component of total equity. Gains or losses will be reflected in our income statement when there is a sale or partial sale of our investment in these operations or upon a complete or substantially complete liquidation of the investment. Based on our current operating assets outside the United States as of December 31, 2010, we estimate that a 10% increase in foreign currency rates relative to the United States dollar would increase annual future earnings by approximately $0.6 million. We further estimate that a 10% decrease in foreign currency rates relative to the United States dollar would decrease annual future earnings by approximately $0.6 million. This sensitivity analysis assumes a parallel shift of all foreign currency exchange rates with respect to the United States dollar; however, all foreign currency exchange rates do not always move in such a manner and actual results may differ materially.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is included as a separate section in this annual report on Form 10-K. See “Item 15. Exhibits and Financial Statement Schedules.”

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Changes in internal control over financial reporting

There have been no significant changes in our internal control over financial reporting during the quarter ended December 31, 2010 that could materially affect, or is reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of disclosure controls and procedures

As of December 31, 2010, we performed an evaluation, under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. These controls and procedures have been designed to ensure that information required for disclosure is recorded, processed, summarized, and reported within the requisite time periods. Based on our evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2010.

Table of Contents

Management’s annual report on internal control over financial reporting

The management of Alexandria Real Estate Equities, Inc. and its subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, and is a process designed by, or under the supervision of, the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with the authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. In making its assessment, management has utilized the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in “Internal Control – Integrated Framework.” Management concluded that based on its assessment, the Company’s internal control over financial reporting was effective as of December 31, 2010. The effectiveness of our internal control over financial reporting as of December 31, 2010 has been audited by Ernst & Young LLP, an independent registered accounting firm, as stated in their report which is included herein.

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Alexandria Real Estate Equities, Inc.

We have audited Alexandria Real Estate Equities, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated balance sheets of the Company as of December 31, 2010 and 2009, and the related consolidated statements of income, changes in stockholders’ equity and noncontrolling interests, and cash flows for each of the three years in the period ended December 31, 2010 of the Company and our report dated March 1 , 2011 expressed an unqualified opinion thereon.

	/s/ Ernst & Young LLP
Los Angeles, California

March 1 , 2011

Table of Contents

ITEM 9B. OTHER INFORMATION

On February 25, 2011, the Company entered into a Second Amended and Restated Executive Employment Agreement (the “Agreement”) with Dean A. Shigenaga, the Company’s Chief Financial Officer (the “Executive”). The Agreement amends and restates the prior Amended and Restated Executive Employment Agreement, effective as of January 1, 2010, between the Company and the Executive, in its entirety. The Agreement provides that the Executive is employed at-will. The term of the Agreement begins on January 1, 2011 and ends on the date that the Agreement is terminated by either party pursuant to the provisions of the Agreement.

The Agreement provides that the Executive’s base salary shall be $315,000 and increased annually by no less than a cost-of-living adjustment based on an index published by the United States Department of Labor. The Executive will continue to be eligible for an annual bonus and periodic equity awards.

The Agreement provides that if the Executive’s employment terminates without cause or resigns for good reason not in connection with a change in control of the Company, the Executive is entitled to receive severance generally equal to one year of the Executive’s base salary and a bonus equal to the Executive’s cash bonus earned for the previous year (or the year prior to the previous year if the bonus for the previous year has not been determined prior to termination). The Agreement further provides that if, upon or within two years following a change in control of the Company, the Company terminates the Agreement without cause or the Executive terminates the Agreement for good reason, the Executive is entitled to receive severance generally equal to two years of the Executive’s base salary and a bonus equal to two times the Executive’s cash bonus amount earned for the previous year (or the year prior to the previous year if the bonus for the previous year has not been determined prior to termination). In any of the foregoing cases, all of the Executive’s unvested shares of restricted stock in the Company will vest on the Executive’s last day of employment and the Executive will receive a prorated grant of fully vested restricted stock based on the Company’s grant to the Executive for the prior year and the number of days employed in the year of termination and an additional grant of restricted stock (on a fully vested basis) equal to the higher of the number of shares of restricted stock that the Company had determined to grant to the Executive for the prior year, but had not yet granted as of termination, or the average number of shares of restricted stock granted to the Executive for the second, third and fourth years prior to the year in which the Executive’s employment terminates.

The Agreement also provides that if the Company terminates the Executive’s employment without cause, or the Executive terminates his employment for good reason, the Company will pay the applicable premiums for the Executive’s continued coverage under the Company’s health insurance plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) for up to twelve months after the Executive’s last day of employment with the Company, or a taxable payment calculated such that the after-tax amount of the payment would be equal to the applicable COBRA health insurance premiums if the Company determines that it cannot pay COBRA premiums without a substantial risk of violating applicable law.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this Item is incorporated herein by reference from our definitive proxy statement for our 2011 annual meeting of stockholders to be filed pursuant to Regulation 14A within 120 days after the end of our fiscal year (the “2011 Proxy Statement”) under the captions “Board of Directors and Executive Officers,” “Corporate Governance Guidelines and Code of Ethics” and “Section 16(a) Beneficial Ownership Reporting Compliance.”

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated herein by reference from our 2011 Proxy Statement under the caption “Board of Directors and Executive Officers–Executive Compensation Tables and Discussion.”

Table of Contents

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information on the Company’s equity compensation plan as of December 31, 2010:

Equity Compensation Plan Information

The other information required by this Item is incorporated herein by reference from our 2011 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated herein by reference from our 2011 Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Director Independence.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference from our 2011 Proxy Statement under the caption “Fees Billed by Independent Registered Public Accountants.”

Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) and (2) Financial Statements and Financial Statement Schedule

The financial statements and financial statement schedule required by this Item are included as a separate section of this annual report on Form 10-K beginning on page F-1.

		Page

Report of Independent Registered Public Accounting Firm		F-1

Audited Consolidated Financial Statements:

Consolidated Balance Sheets of Alexandria Real Estate Equities, Inc. as of December 31, 2010 and 2009		F-2

Consolidated Statements of Income of Alexandria Real Estate Equities, Inc. for the Years Ended December 31, 2010, 2009 and 2008		F-3

Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interests of Alexandria Real Estate Equities, Inc. for the Years Ended December 31, 2010, 2009 and 2008		F-4

Consolidated Statements of Cash Flows of Alexandria Real Estate Equities, Inc. for the Years Ended December 31, 2010, 2009 and 2008		F-6

Notes to Consolidated Financial Statements of Alexandria Real Estate Equities, Inc.		F-7

Schedule III - Consolidated Financial Statement Schedule of Rental Properties and Accumulated Depreciation of Alexandria Real Estate Equities, Inc.		F-35

Table of Contents

(a)(3) Exhibits

Exhibit Number		Exhibit Title

3.1 *		Articles of Amendment and Restatement of the Company, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 14, 1997

3.2 *		Certificate of Correction of the Company, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 14, 1997

3.3*		Bylaws of the Company (as amended May 27, 2010), filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on June 2, 2010

3.4 *		Articles Supplementary, dated June 9, 1999, relating to the 9.50% Series A Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 13, 1999

3.5 *		Articles Supplementary, dated February 10, 2000, relating to the election to be subject to Subtitle 8 of Title 3 of the Maryland General Corporation Law, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on February 10, 2000

3.6 *		Articles Supplementary, dated February 10, 2000, relating to the Series A Junior Participating Preferred Stock , filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on February 10, 2000

3.7 *		Articles Supplementary, dated January 18, 2002, relating to the 9.10% Series B Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s Form 8-A for registration of certain classes of securities filed with the SEC on January 18, 2002

3.8 *		Articles Supplementary, dated June 22, 2004, relating to the 8.375% Series C Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s Form 8-A for registration of certain classes of securities filed with the SEC on June 28, 2004

3.9 *		Articles Supplementary, dated March 25, 2008, relating to the 7.00% Series D Cumulative Convertible Preferred Stock, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 25, 2008

4.1 *		Specimen certificate representing shares of Common Stock, filed as an exhibit to the Company’s Registration Statement on Form S-11 (No. 333-23545) filed with the SEC on May 19, 1997

4.2 *		Specimen certificate representing shares of 8.375% Series C Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s Form 8-A for registration of certain classes of securities filed with the SEC on June 28, 2004

4.3 *		Specimen certificate representing shares of 7.00% Series D Cumulative Convertible Preferred Stock, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 25, 2008

4.4 *		Indenture, dated January 17, 2007, among the Company, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust company, as Trustee filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on January 19, 2007

4.5 *		Registration Rights Agreement, dated as of January 17, 2007, among the Company, Alexandria Real Estate Equities, L.P., UBS Securities LLC., Citigroup Global Markets, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on January 18, 2007

4.6*		Indenture, dated as of April 27, 2009, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust Company, as Trustee filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 10, 2009

10.1 *	(1)	Amended and Restated 1997 Stock Award and Incentive Plan of the Company, dated May 27, 2010, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on June 2, 2010

10.2 *	(1)	Form of Non-Employee Director Stock Option Agreement for use in connection with options issued pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to the Company’s Registration Statement on Form S-11 (No. 333-23545) filed with the SEC on May 5, 1997

10.3 *	(1)	Form of Incentive Stock Option Agreement for use in connection with options issued pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to the Company’s Registration Statement on Form S-11 (No. 333-23545) filed with the SEC on May 5, 1997

10.4 *	(1)	Form of Nonqualified Stock Option Agreement for use in connection with options issued pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to the Company’s Registration Statement on Form S-11 (No. 333-23545) filed with the SEC on May 5, 1997

10.5 *	(1)	Form of Employee Restricted Stock Agreement for use in connection with shares of restricted stock issued to employees pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on November 15, 1999

Table of Contents

10.6 *	(1)	Form of Independent Contractor Restricted Stock Agreement for use in connection with shares of restricted stock issued to independent contractors pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on November 15, 1999

10.7	(1)	The Company’s 2000 Deferred Compensation Plan, amended and restated effective as of January 1, 2010

10.8	(1)	The Company’s 2000 Deferred Compensation Plan for Directors, amended and restated effective as of January 1, 2010

10.9 *	(1)	Consulting Agreement between the Company and James H. Richardson, effective on August 30, 2009, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on November 6, 2009

10.10 *	(1)	Amended and Restated Executive Employment Agreement between the Company and Joel S. Marcus, effective as of January 1, 2005, filed as an exhibit to the Company’s annual report on Form 10-K filed with the SEC on February 17, 2009

10.11 *	(1)	Amended and Restated Executive Employment Agreement between the Company and Dean A. Shigenaga, effective as of January 1, 2010, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on April 30, 2010

10.12	(1)	Summary of Director Compensation Arrangements

10.13 *		Second Amended and Restated Credit Agreement as of October 31, 2006, among the Company, Alexandria Real Estate Equities, L.P., ARE-QRS Corp., ARE Acquisitions, LLC, and the other subsidiaries parties thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, Citicorp North America as Syndication Agent, Eurohypo AG, New York Branch, Societe Generale, The Royal Bank of Scotland, PLC, Calyon, The Bank of Nova Scotia, UBS Loan Finance LLC, as Co-Documentation Agents, Banc of America Securities LLC and Citigroup Global Markets, Inc., as Joint Lead Arrangers and Joint Bookrunners filed as an exhibit to the Company’s annual report on Form 10-K filed with the SEC on March 1, 2007

10.14 *		First Amendment to Second Amended and Restated Credit Agreement as of December 1, 2006, among the Company, Alexandria Real Estate Equities, L.P., ARE-QRS Corp., ARE Acquisitions, LLC, and the other subsidiaries parties thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, Citicorp North America as Syndication Agent, Eurohypo AG, New York Branch, Societe Generale, The Royal Bank of Scotland, PLC, Calyon, The Bank of Nova Scotia, UBS Loan Finance LLC, as Co-Documentation Agents, Banc of America Securities LLC and Citigroup Global Markets, Inc., as Joint Lead Arrangers and Joint Bookrunners filed as an exhibit to the Company’s annual report on Form 10-K filed with the SEC on March 1, 2007

10.15 *		Second Amendment to Second Amended and Restated Credit Agreement as of May 2, 2007, among the Company, Alexandria Real Estate Equities, L.P., ARE-QRS Corp., ARE Acquisitions, LLC, and the other subsidiaries party thereto, Bank of America, N.A. as Administrative Agent, Lender, L/C Issuer, and Swing Line Lender, Citicorp North America Inc. as Syndication Agent, The Bank of Nova Scotia, The Royal Bank of Scotland, PLC, Eurohypo AG, New York Branch, and HSH Nordbank AG New York Branch, as Co-Documentation Agents filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 9, 2007

Table of Contents

10.16 *		Indenture, dated as of April 27, 2009, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust Company, as Trustee, filed as Exhibit 4.9 to Company’s quarterly report on Form 10-Q filed with the SEC on August 10, 2009

10.17		Escrow Agreement, dated as of December 17, 2010, among the Company, Alexandria Real Estate Equities, L.P., ARE-QRS Corp., and the other subsidiaries party thereto, Bank of America, N.A., as Administrative Agent, certain lenders, and Moore & Van Allen, PLLC, as Escrow Agent

10.18		Third Amendment to Second Amended and Restated Credit Agreement, dated as of January 28, 2011, among the Company, Alexandria Real Estate Equities, L.P., ARE-QRS Corp., and the other subsidiaries party thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender, and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as Joint Lead Arrangers and Joint Bookrunners, JP Morgan Chase Bank, N.A. and Citibank, N.A. as Co-Syndication Agents, The Bank of Nova Scotia, Barclays Bank PLC, Royal Bank of Scotland, and RBC Bank as Co-Documentation Agents, and certain lenders

10.19		Form of Indemnification Agreement between the Company and each of its directors and officers

10.20 *	(1)	Anniversary Bonus Plan of the Company, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on June 17, 2010

11.1		Computation of Per Share Earnings (included in Note 2 to the Consolidated Financial Statements)

12.1		Computation of Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

14.1 *		The Company’s Business Integrity Policy and Procedures for Reporting Non-Compliance (code of ethics pursuant to Item 406 Regulation S-K), filed as an exhibit to the Company’s annual report on Form 10-K filed with the SEC on March 31, 2009

21.1		List of Subsidiaries of the Company

23.1		Consent of Ernst & Young LLP

31.1		Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.0		Certifications of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following materials from the Company’s annual report on Form 10-K for the year ended December 31, 2010, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2010 and 2009, (ii) Consolidated Income Statements for the years ended December 31, 2010, 2009 and 2008, (iii) Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests for the years ended December 31, 2010, 2009, and 2008, (iv) Consolidated Statements of Cash Flows, for the years ended December 31, 2010, 2009 and 2008, (v) Notes to Consolidated Financial Statements, tagged as blocks of text, and (vi) Schedule III - Consolidated Financial Statement Schedule of Rental Properties and Accumulated Depreciation of Alexandria Real Estate Equities, Inc.

(*) Incorporated by reference.

(1) Management contract or compensatory arrangement.

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALEXANDRIA REAL ESTATE EQUITIES, INC.


Dated: March 1, 2011	By:	/s/ Joel S. Marcus
		Joel S. Marcus
		Chief Executive Officer

KNOW ALL THOSE BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Joel S. Marcus, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, if any, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent of their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Joel S. Marcus	Chairman of the Board of Directors and Chief Executive
Joel S. Marcus	Officer (Principal Executive Officer)	March 1, 2011

/s/ Dean A. Shigenaga	Chief Financial Officer (Principal Financial and Chief
Dean A. Shigenaga	Accounting Officer)	March 1, 2011

/s/ Richard B. Jennings
Richard B. Jennings	Lead Director	February 23, 2011

/s/ John L. Atkins, III
John L. Atkins, III	Director	February 22, 2011

/s/ Richard H. Klein
Richard H. Klein	Director	February 22, 2011

/s/ James H. Richardson
James H. Richardson	Director	February 23, 2011

/s/ Martin A. Simonetti
Martin A. Simonetti	Director	February 24, 2011

/s/ Alan G. Walton
Alan G. Walton	Director	February 20, 2011

S-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Alexandria Real Estate Equities, Inc.

We have audited the accompanying consolidated balance sheets of Alexandria Real Estate Equities, Inc. (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of income, changes in stockholders’ equity and noncontrolling interests, and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the consolidated financial statement schedule listed in the index at Item 15. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Alexandria Real Estate Equities, Inc. at December 31, 2010 and 2009, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1 , 2011, expressed an unqualified opinion thereon.

	/s/ Ernst & Young LLP
Los Angeles, California

March 1 , 2011

F-1

Table of Contents

Alexandria Real Estate Equities, Inc.

Consolidated Balance Sheets

(Dollars in thousands, except per share information)

	December 31,
	2010			2009
Assets
Investments in real estate:
Rental properties	$	4,546,769		$	3,903,955
Less: accumulated depreciation	(616,007		)	(520,647		)
Rental properties, net	3,930,762			3,383,308
Land held for future development	431,838			255,025
Construction in progress	1,045,536			1,400,795
Investment in unconsolidated real estate entity	36,678			–
Investments in real estate, net	5,444,814			5,039,128
Cash and cash equivalents	91,232			70,628
Restricted cash	28,354			47,291
Tenant receivables	5,492			3,902
Deferred rent	116,849			96,700
Investments	83,899			72,882
Other assets	135,221			126,696
Total assets	$	5,905,861		$	5,457,227

Liabilities, Noncontrolling Interests, and Equity
Secured notes payable	$	790,869		$	937,017
Unsecured line of credit and unsecured term loan	1,498,000			1,226,000
Unsecured convertible notes	295,293			583,929
Accounts payable, accrued expenses, and tenant security deposits	304,257			282,516
Dividends payable	31,114			21,686
Total liabilities	2,919,533			3,051,148

Commitments and contingencies

Redeemable noncontrolling interests	15,920			41,441

Alexandria Real Estate Equities, Inc. stockholders’ equity:
8.375% Series C cumulative redeemable preferred stock, $0.01 par value per share, 5,750,000 shares authorized; 5,185,500 shares issued and outstanding at December 31, 2010 and 2009; $25 liquidation value per share	129,638			129,638
7.00% Series D cumulative convertible preferred stock, $0.01 par value per share, 10,000,000 shares authorized; 10,000,000 issued and outstanding at December 31, 2010 and 2009; $25 liquidation value per share	250,000			250,000
Common stock, $0.01 par value per share, 100,000,000 shares authorized; 54,966,925 and 43,846,050 issued and outstanding at December 31, 2010 and 2009, respectively	550			438
Additional paid-in capital	2,566,238			1,977,062
Retained earnings	734			–
Accumulated other comprehensive loss	(18,335		)	(33,730		)
Total Alexandria Real Estate Equities, Inc. stockholders’ equity	2,928,825			2,323,408
Noncontrolling interests	41,583			41,230
Total equity	2,970,408			2,364,638
Total liabilities, noncontrolling interests, and equity	$	5,905,861		$	5,457,227

The accompanying notes are an integral part of these consolidated financial statements

F-2

Table of Contents

Alexandria Real Estate Equities, Inc.

Consolidated Statements of Income

(Dollars in thousands, except per share information)

	Year Ended December 31,
	2010			2009		2008
Revenues
Rental	$	368,666		$	368,230	$	343,742
Tenant recoveries	113,424			103,088		100,255
Other income	5,213			11,854		11,237
Total revenues	487,303			483,172		455,234

Expenses
Rental operations	132,278			122,281		113,434
General and administrative	34,390			36,299		34,794
Interest	69,642			82,249		85,366
Depreciation and amortization	126,539			117,775		107,358
Non-cash impairment on investments	–			–		13,251
Total expenses	362,849			358,604		354,203
Income from continuing operations before (loss) gain on early extinguishment of debt	124,454			124,568		101,031

(Loss) gain on early extinguishment of debt	(45,168		)	11,254		–
Income from continuing operations	79,286			135,822		101,031

Income from discontinued operations before gain/loss on sales of real estate	270			3,199		3,315
Gain/loss on sales of real estate	24			2,627		15,751
Income from discontinued operations, net	294			5,826		19,066

Gain on sales of land parcels	59,442			–		–
Net income	139,022			141,648		120,097

Net income attributable to noncontrolling interests	3,729			7,047		3,799
Dividends on preferred stock	28,357			28,357		24,225
Net income attributable to unvested restricted stock awards	995			1,270		1,327
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders	$	105,941		$	104,974	$	90,746
Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic
Continuing operations	$	2.18		$	2.57	$	2.27
Discontinued operations, net	0.01			0.15		0.60
Earnings per share – basic	$	2.19		$	2.72	$	2.87
Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted
Continuing operations	$	2.18		$	2.57	$	2.27
Discontinued operations, net	0.01			0.15		0.59
Earnings per share – diluted	$	2.19		$	2.72	$	2.86

The accompanying notes are an integral part of these consolidated financial statements

F-3

Table of Contents

Alexandria Real Estate Equities, Inc.

Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interests

(Dollars in thousands)


	Alexandria Real Estate Equities, Inc.’s Stockholders
	Series C Preferred Stock		Series D Convertible Preferred Stock		Number of Common Shares	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests			Comprehensive Income
Balance at December 31, 2007	$	129,638	$	-	31,603,344	$	316	$	1,402,190		$	-		$	8,075		$	40,182		$	1,580,401		$	35,342
Net income	-		-		-	-		-			116,298			-			2,416			118,714			1,383			$	120,097
Unrealized loss on marketable securities	-		-		-	-		-			-			(16,910		)	-			(16,910		)	-			(16,910		)
Unrealized loss on interest rate hedge agreements	-		-		-	-		-			-			(53,623		)	-			(53,623		)	-			(53,623		)
Foreign currency translation	-		-		-	-		-			-			(24,783		)	14			(24,769		)	-			(24,769		)
Comprehensive income																										24,795
Comprehensive income attributable to noncontrolling interests																										3,813
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.																										$	20,982
Contributions by noncontrolling interests	-		-		-	-		-			-			-			1,106			1,106			-
Distributions to noncontrolling interests	-		-		-	-		-			-			-			(2,628		)	(2,628		)	(1,480		)
Redemptions of noncontrolling interests	-		-		-	-		-			-			-			-			-			(1,282		)
Issuance of Series D convertible preferred stock	-		250,000		-	-		(7,814		)	-			-			-			242,186			-
Issuances pursuant to stock plan	-		-		295,693	3		23,124			-			-			-			23,127			-
Dividends declared on preferred stock	-		-		-	-		-			(24,225		)	-			-			(24,225		)	-
Dividends declared on common stock	-		-		-	-		(10,206		)	(92,073		)	-			-			(102,279		)	-
Balance at December 31, 2008	$	129,638	$	250,000	31,899,037	$	319	$	1,407,294		$	-		$	(87,241	)	$	41,090		$	1,741,100		$	33,963
Net income	-		-		-	-		-			134,601			-			2,299			136,900			4,748			$	141,648
Unrealized gain on marketable securities	-		-		-	-		-			-			1,620			-			1,620			-			1,620
Unrealized gain (loss) on interest rate hedge agreements	-		-		-	-		-			-			30,499			-			30,499			(80		)	30,419
Foreign currency translation	-		-		-	-		-			-			21,392			(9		)	21,383			-			21,383
Comprehensive income																										195,070
Comprehensive income attributable to noncontrolling interests																										6,958
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.																										$	188,112
Contributions by noncontrolling interests	-		-		-	-		-			-			-			300			300			5,255
Distributions to noncontrolling interests	-		-		-	-		-			-			-			(2,450		)	(2,450		)	(1,393		)
Redemptions of noncontrolling interests	-		-		-	-		-			-			-			-			-			(1,052		)
Issuance of common stock, net of offering costs	-		-		11,600,000	116		488,047			-			-			-			488,163			-
Issuances pursuant to stock plan	-		-		347,013	3		25,786			-			-			-			25,789			-
Equity component related to issuance of 8.00% unsecured convertible notes (see Note 7)	-		-		-	-		26,216			-			-			-			26,216			-
Equity component related to repurchase of unsecured convertible notes (see Note 7)	-		-		-	-		(292		)	-			-			-			(292		)	-
Dividends declared on preferred stock	-		-		-	-		-			(28,357		)	-			-			(28,357		)	-
Dividends declared on common stock	-		-		-	-		-			(76,233		)	-			-			(76,233		)	-
Earnings in excess of distributions	-		-		-	-		30,011			(30,011		)	-			-			-			-
Balance at December 31, 2009	$	129,638	$	250,000	43,846,050	$	438	$	1,977,062		$	-		$	(33,730	)	$	41,230		$	2,364,638		$	41,441

F-4

Table of Contents

Alexandria Real Estate Equities, Inc.

Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interests (continued)

(Dollars in thousands)


	Alexandria Real Estate Equities, Inc.’s Stockholders
	Series C Preferred Stock		Series D Convertible Preferred Stock		Number of Common Shares	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests			Comprehensive Income
Balance at December 31, 2009 (continued from above)	$	129,638	$	250,000	43,846,050	$	438	$	1,977,062		$	-		$	(33,730	)	$	41,230		$	2,364,638		$	41,441
Net income	-		-		-	-		-			135,293			-			2,501			137,794			1,228			$	139,022
Unrealized loss on marketable securities	-		-		-	-		-			-			(1,123		)	-			(1,123		)	-			(1,123		)
Unrealized gain on interest rate hedge agreements	-		-		-	-		-			-			5,236			-			5,236			80			5,316
Foreign currency translation	-		-		-	-		-			-			11,282			24			11,306			-			11,306
Comprehensive income																										154,521
Comprehensive income attributable to noncontrolling interests																										3,833
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.																										$	150,688
Contributions by noncontrolling interests	-		-		-	-		-			-			-			723			723			674
Distributions to noncontrolling interests	-		-		-	-		-			-			-			(2,895		)	(2,895		)	(1,331		)
Redemptions of redeemable noncontrolling interests	-		-		-	-		(179		)	-			-			-			(179		)	(2,167		)
Deconsolidation of investment in real estate entity (see Note 3)	-		-		-	-		-			-			-			-			-			(24,005		)
Exchange of 8.00% unsecured convertible notes (see Note 7)	-		-		5,620,256	56		203,051			-			-			-			203,107			-
Equity component related to repurchase of unsecured convertible notes (see Note 7)	-		-		-	-		(6,951		)	-			-			-			(6,951		)	-
Issuance of common stock, net of offering costs	-		-		5,175,000	52		342,290			-			-			-			342,342			-
Issuances pursuant to stock plan	-		-		325,619	4		22,065			-			-			-			22,069			-
Dividends declared on preferred stock	-		-		-	-		-			(28,357		)	-			-			(28,357		)	-
Dividends declared on common stock	-		-		-	-		-			(77,302		)	-			-			(77,302		)	-
Earnings in excess of distributions	-		-		-	-		28,900			(28,900		)	-			-			-			-
Balance at December 31, 2010	$	129,638	$	250,000	54,966,925	$	550	$	2,566,238		$	734		$	(18,335	)	$	41,583		$	2,970,408		$	15,920

The accompanying notes are an integral part of these consolidated financial statements

F-5

Table of Contents

Alexandria Real Estate Equities, Inc.

Consolidated Statements of Cash Flows

(In thousands)

	Year Ended December 31,
	2010			2009			2008
Operating Activities
Net income	$	139,022		$	141,648		$	120,097
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	126,640			118,508			108,743
Loss (gain) on early extinguishment of debt	45,168			(11,254		)	–
Amortization of loan fees and costs	7,892			7,958			6,774
Amortization of debt premiums/discounts	9,999			10,788			7,973
Amortization of acquired above and below market leases	(7,868		)	(9,448		)	(9,509		)
Deferred rent	(22,832		)	(14,379		)	(12,273		)
Stock compensation expense	10,816			14,051			13,677
Equity in (income) loss related to investments	(48		)	(39		)	173
Gain on sales of investments	(2,302		)	(3,442		)	(8,841		)
Loss on sales of investments	722			1,342			663
Gain on sales of land parcels	(59,442		)	–			–
Gain/loss on sales of real estate	(24		)	(2,627		)	(15,751		)
Non-cash impairment on investments	–			–			13,251
Changes in operating assets and liabilities:
Restricted cash	1,679			(1,732		)	5,644
Tenant receivables	(1,339		)	2,551			306
Other assets	(39,598		)	(23,649		)	(20,479		)
Accounts payable, accrued expenses, and tenant security deposits	10,861			(19,241		)	46,752
Net cash provided by operating activities	219,346			211,035			257,200
Investing Activities
Additions to properties	(415,394		)	(446,127		)	(542,460		)
Purchase of properties	(301,709		)	–			(7,915		)
Proceeds from sales of properties	275,979			18,021			80,909
Change in restricted cash related to construction projects	18,152			25,445			(25,772		)
Contributions to unconsolidated real estate entity	(3,016		)	–			–
Transfer of cash to unconsolidated real estate entity upon deconsolidation	(154		)	–			–
Additions to investments	(15,226		)	(12,895		)	(13,006		)
Proceeds from investments	4,714			5,633			13,311
Net cash used in investing activities	(436,654		)	(409,923		)	(494,933		)
Financing Activities
Proceeds from secured notes payable	–			121,960			13,007
Principal reductions of secured notes payable	(129,938		)	(266,875		)	(143,477		)
Principal borrowings from unsecured line of credit and term loan	854,000			696,000			1,086,000
Repayments of borrowings from unsecured line of credit	(582,000		)	(895,000		)	(776,000		)
Proceeds from issuance of unsecured convertible notes	–			232,950			–
Payment on exchange of 8.00% unsecured convertible notes	(43,528		)	–			–
Repurchase of unsecured convertible notes	(97,309		)	(59,204		)	–
Change in restricted cash related to financings	(1,853		)	(3,222		)	4,257
Deferred financing costs paid	(5,273		)	(5,085		)	(1,363		)
Proceeds from issuance of common stock	342,342			488,163			–
Proceeds from issuance of series D convertible preferred stock	–			–			242,186
Proceeds from exercise of stock options	2,877			3,017			2,509
Dividends paid on common stock	(67,874		)	(86,652		)	(101,393		)
Dividends paid on preferred stock	(28,357		)	(28,357		)	(20,578		)
Contributions by redeemable noncontrolling interests	674			5,255			–
Distributions to redeemable noncontrolling interests	(1,331		)	(1,393		)	(1,480		)
Redemption of redeemable noncontrolling interests	(2,346		)	(1,052		)	(1,282		)
Contributions by noncontrolling interests	723			300			1,106
Distributions to noncontrolling interests	(2,895		)	(2,450		)	(2,628		)
Net cash provided by financing activities	237,912			198,355			300,864
Net increase (decrease) in cash and cash equivalents	20,604			(533		)	63,131
Cash and cash equivalents at beginning of period	70,628			71,161			8,030
Cash and cash equivalents at end of period	$	91,232		$	70,628		$	71,161

Supplemental Disclosure of Cash Flow Information
Cash paid during the year for interest, net of interest capitalized	$	57,198		$	63,247		$	73,910

The accompanying notes are an integral part of these consolidated financial statements

F-6

Table of Contents

Alexandria Real Estate Equities, Inc.

Notes to Consolidated Financial Statements

1. Background

As used in this annual report on Form 10-K, references to the “Company,” “we,” “our,” and “us” refer to Alexandria Real Estate Equities, Inc. and its subsidiaries.

Alexandria Real Estate Equities, Inc., Landlord of Choice to the Life Science Industry ® , is the largest owner and preeminent real estate investment trust (“REIT”) focused principally on cluster development through the ownership, operation, management, selective acquisition, development, and redevelopment of properties containing life science laboratory space. We are the leading provider of high-quality, environmentally sustainable real estate, technical infrastructure, and services to the broad and diverse life science industry. Client tenants include institutional (universities and independent not-for-profit institutions), pharmaceutical, biotechnology, medical device, product, service, and government agencies. Our operating platform is based on the principle of “clustering,” with assets and operations located adjacent to life science entities driving growth and technological advances within each cluster. Our asset base contains 167 properties approximating 13.7 million rentable square feet consisting of 162 properties approximating 13.2 million rentable square feet (including spaces undergoing active redevelopment) and five properties undergoing ground-up development approximating an additional 475,818 rentable square feet.

As of December 31, 2010, approximately 96% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, utilities, common area, and other operating expenses (including increases thereto) in addition to base rent. Additionally, approximately 93% of our leases (on a rentable square footage basis) provided for the recapture of certain capital expenditures and approximately 91% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed or based on the consumer price index or another index. Any references to the number of buildings, square footage, number of leases, occupancy, and annualized base rent percentages in the notes to consolidated financial statements are unaudited.

2. Basis of presentation and summary of significant accounting policies

Basis of presentation

The accompanying consolidated financial statements include the accounts of Alexandria Real Estate Equities, Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated.

We hold interests, together with certain third parties, in companies which we consolidate in our financial statements. We consolidate the companies because we exercise significant control over major decisions by these entities, such as investment activity and changes in financing.

Use of estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, and equity, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.

F-7

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Fair value

We are required to disclose fair value information about all financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. We measure and disclose the estimated fair value of financial assets and liabilities utilizing a fair value hierarchy that distinguishes between data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions. This hierarchy consists of three broad levels as follows: 1) using quoted prices in active markets for identical assets or liabilities, 2) “significant other observable inputs,” and 3) “significant unobservable inputs.” “Significant other observable inputs” can include quoted prices for similar assets or liabilities in active markets, as well as inputs that are observable for the asset or liability, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. “Significant unobservable inputs” are typically based on an entity’s own assumptions, since there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following tables sets forth the assets and liabilities that we measure at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

			December 31, 2010
Description	Total		Quoted Prices in Active Markets for Identical Assets		“Significant Other Observable Inputs”		“Significant Unobservable Inputs”
Assets:
“Available for sale” securities	$	8,033	$	8,033	$	–	$	–

Liabilities:
Interest rate hedge agreements	$	44,645	$	–	$	44,645	$	–

			December 31, 2009
Description	Total		Quoted Prices in Active Markets for Identical Assets		“Significant Other Observable Inputs”		“Significant Unobservable Inputs”
Assets:
“Available for sale” securities	$	8,798	$	8,798	$	–	$	–

Liabilities:
Interest rate hedge agreements	$	49,946	$	–	$	49,946	$	–

The carrying amounts of cash and cash equivalents, restricted cash, tenant receivables, other assets, accounts payable, accrued expenses, and tenant security deposits approximate fair value. As further described in Notes 4 and 8, our “available for sale” securities and our interest rate hedge agreements, respectively, have been recorded at fair value. The fair values of our secured notes payable, unsecured line of credit, unsecured term loan, and unsecured convertible notes were estimated using “significant other observable inputs” such as available market information and discounted cash flows analyses based on borrowing rates we believe we could obtain with similar terms and maturities. Because the valuations of our financial instruments are based on these types of estimates, the actual fair value of our financial instruments may differ materially if our estimates do not prove to be accurate. Additionally, the use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.

F-8

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Fair value (continued)

As of December 31, 2010 and 2009, the book and fair values of our “available for sale” securities, interest rate hedge agreements, secured notes payable, unsecured line of credit, unsecured term loan, and unsecured convertible notes were as follows (in thousands):

	December 31,
	2010				2009
	Book Value		Fair Value		Book Value		Fair Value
“Available for sale” securities	$	8,033	$	8,033	$	8,798	$	8,798
Interest rate hedge agreements	44,645		44,645		49,946		49,946
Secured notes payable	790,869		865,939		937,017		909,367
Unsecured line of credit and unsecured term loan	1,498,000		1,438,751		1,226,000		1,175,512
Unsecured convertible notes	295,293		302,486		583,929		615,572

Operating segment

We are engaged in the business of providing life science laboratory space for lease to the life science industry. Our properties are similar in that they provide space for lease to the life science industry, consist of life science laboratory improvements that are generic and reusable for the life science industry, are located in key life science cluster markets, and have similar economic characteristics. Our chief operating decision maker reviews financial information for our entire consolidated operations when making decisions on how to allocate resources and in assessing our operating performance. The financial information disclosed herein represents all of the financial information related to our principal operating segment.

International operations

The functional currency for our subsidiaries operating in the United States is the United States dollar. We have four operating properties, one development parcel in Canada, and construction projects in China and India. The functional currencies for our foreign subsidiaries are the local currencies in each respective country. The assets and liabilities of our foreign subsidiaries are translated into United States dollars at the exchange rate in effect as of the financial statement date. Income statement accounts of our foreign subsidiaries are translated using the average exchange rate for the periods presented. Gains or losses resulting from the translation are included in accumulated other comprehensive income (loss) as a separate component of total equity.

The appropriate amounts of foreign exchange rate gains or losses included in accumulated other comprehensive income (loss) will be reflected in income when there is a sale or partial sale of our investment in these operations or upon a complete or substantially complete liquidation of the investment.

Rental properties, net, land held for future development, construction in progress, and discontinued operations

F-9

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Rental properties, net, land held for future development, construction in progress, and discontinued operations (continued)

The values of acquired above and below market leases are amortized over the terms of the related leases and recorded as either an increase (for below market leases) or a decrease (for above market leases) to rental income. For the years ended December 31, 2010, 2009, and 2008, we recognized a net increase in rental income of approximately $7,868,000, $9,448,000 and $9,509,000 respectively, for the amortization of acquired above and below market leases. The value of acquired above and below market leases, less accumulated amortization, was approximately $27,266,000 and $27,746,000 as of December 31, 2010 and 2009, respectively, and are included in accounts payable, accrued expenses, and tenant security deposits in the accompanying consolidated balance sheets. The weighted average amortization period of acquired leases was approximately 3.2 years as of December 31, 2010. The estimated aggregate annual amortization of acquired leases for each of the five succeeding years is approximately $9,299,000 for 2011, $3,238,000 for 2012, $3,323,000 for 2013, $3,223,000 for 2014, and $3,011,000 for 2015.

During the year ended December 31, 2009, we recognized income of approximately $7,242,000 for a cash payment related to real estate acquired in November 2007. This amount is classified in other income on the accompanying consolidated statements of income.

We are required to capitalize construction, redevelopment and development costs, including predevelopment costs, interest, property taxes, insurance, and other costs directly related and essential to the project while activities are ongoing to prepare an asset for its intended use. Costs incurred after a project is substantially complete and ready for its intended use are expensed as incurred. Should development, redevelopment, or construction activity cease, interest, property taxes, insurance, and other costs would no longer be eligible for capitalization and would be expensed as incurred. Expenditures for repairs and maintenance are expensed as incurred.

We classify a property as “held for sale” when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (3) an active program to locate a buyer and other actions required to complete the plan to sell, have been initiated; (4) the sale of the property is probable and is expected to be completed within one year; (5) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. When all of these criteria have been met, the property is classified as “held for sale,” its operations, including any interest expense directly attributable to it, are classified as discontinued operations in our consolidated statements of income, and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations. Depreciation of assets cease upon designation of a property as “held for sale.”

F-10

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Rental properties, net, land held for future development, construction in progress, and discontinued operations (continued)

We use a “held for sale” impairment model for our properties classified as “held for sale.” The “held for sale” impairment model is different from the held and used impairment model whereby under the “held for sale” impairment model, an impairment loss is recognized if the carrying amount of the long-lived asset classified as “held for sale” exceeds its fair value less cost to sell. During the year ended December 31, 2008, using the “held for sale” impairment model we recognized a non-cash impairment charge of approximately $4,650,000 related to an industrial building located in a suburban submarket south of Boston and an office building located in the San Diego market. This non-cash impairment charge is classified in income from discontinued operations, net, in the accompanying consolidated statements of income.

Variable interest entity

In June 2009, the Financial Accounting Standards Board (the “FASB”) issued new accounting literature with respect to variable interest entities (“VIEs”). The new guidance impacts the consolidation guidance applicable to VIEs and among other things requires a qualitative rather than a quantitative analysis to determine the primary beneficiary of a VIE, continuous assessments of whether a company is the primary beneficiary of a VIE, and enhanced disclosures about a company’s involvement with a VIE. We prospectively adopted the new guidance on January 1, 2010.

We consolidate a VIE if it is determined that we are the primary beneficiary, an evaluation that we perform on an ongoing basis. A VIE is broadly defined as an entity where either (i) the equity investors as a group, if any, do not have a controlling financial interest, or (ii) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. We use qualitative analyses when determining whether or not we are the primary beneficiary of a VIE. Consideration of various factors includes, but is not limited to, the purpose and design of the VIE, risks that the VIE was designed to create and pass through, the form of our ownership interest, our representation of the entity’s governing body, the size and seniority of our investment, our ability to participate in policy making decisions, and the rights of the other investors to participate in the decision making process, and to replace us as manager and/or liquidate the venture, if applicable. Our ability to correctly assess our influence or control over an entity at the inception of our involvement with the entity or upon reevaluation of the entity’s continuing status as a VIE and determine the primary beneficiary of a VIE affects the presentation of these entities in our consolidated financial statements. See Note 3, Investments in Real Estate, Net.

Conditional asset retirement obligations

Some of our properties may contain asbestos which, under certain conditions, requires remediation. Although we believe that the asbestos is appropriately contained in accordance with environmental regulations, our practice is to remediate the asbestos upon the development or redevelopment of the affected property. We recognize a liability for the fair value of a conditional asset retirement obligation (including asbestos) when the fair value of the liability can be reasonably estimated. In addition, for certain properties, we have not recognized an asset retirement obligation when there is an indeterminate settlement date for the obligation because the period in which we may remediate the obligation may not be estimated with any level of precision to provide for a meaningful estimate of the retirement obligation. Conditional asset retirement obligations totaled approximately $10.3 million and $10.6 million as of December 31, 2010 and 2009, respectively, and are included in accounts payable, accrued expenses, and tenant security deposits in the accompanying consolidated balance sheets.

F-11

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Cash and cash equivalents

We consider all highly liquid investments with original maturities of three months or less when purchased to be cash and cash equivalents. The majority of our cash and cash equivalents are held at major commercial banks in accounts that may at times exceed the Federal Deposit Insurance Corporation (“FDIC”) limit of $250,000. We have not experienced any losses to date on our invested cash.

Restricted cash

Restricted cash consisted of the following (in thousands):

	December 31,
	2010		2009
Funds held in trust under the terms of certain secured notes payable	$	20,035	$	19,340
Funds held in escrow related to construction projects	5,902		24,054
Other restricted funds	2,417		3,897
Total	$	28,354	$	47,291

Investments

We hold equity investments in certain publicly traded companies and privately held entities primarily involved in the life science industry. All of our investments in publicly traded companies are considered “available for sale” and are recorded at fair value. Fair value has been determined based upon the closing price as of each balance sheet date, with unrealized gains and losses shown as a separate component of total equity. The classification of each investment is determined at the time each investment is made, and such determination is reevaluated at each balance sheet date. The cost of each investment sold is determined by the specific identification method, with net realized gains included in other income. Investments in privately held entities are generally accounted for under the cost method when our interest in the entity is so minor that we have virtually no influence over the entities’ operating and financial policies. Certain investments in privately held entities are accounted for under the equity method when our interest in the entity is not deemed so minor and we are deemed to have influence over the entities’ operating and financial policies. Under the equity method of accounting, we record our investment initially at cost and adjust the carrying amount of the investment to recognize our share of the earnings or losses of the investee subsequent to the date of our investment. As of December 31, 2010 and 2009, our ownership percentages in the voting stock of each individual privately held entity were under 10%.

F-12

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Leasing costs

Costs directly related and essential to our leasing activities are capitalized and amortized on a straight-line basis over the term of the related lease. Costs related to unsuccessful leasing opportunities are expensed. Leasing costs, net of related amortization, totaled approximately $83,367,000 and $70,209,000 as of December 31, 2010 and 2009, respectively, and are included in other assets in the accompanying consolidated balance sheets. The value of acquired in-place leases are included in the amounts immediately above and are classified as leasing costs, included in other assets in the accompanying consolidated balance sheets and amortized over the remaining term of the related lease. The value of acquired in-place leases, net of related amortization, was approximately $10,051,000 and $8,177,000 as of December 31, 2010 and 2009, respectively. The estimated annual amortization of the value of acquired in-place leases for each of the five succeeding years is approximately $2,603,000 for 2011, $1,780,000 for 2012, $1,329,000 for 2013, and $1,030,000 for 2014, and $869,000 for 2015.

Loan fees and costs

Fees and costs incurred in obtaining long term financing are amortized over the terms of the related loans and included in interest expense in the accompanying consolidated statements of income. Loan fees and costs, net of related amortization, totaled approximately $15,680,000 and $23,706,000 as of December 31, 2010 and 2009, respectively, and are included in other assets in the accompanying consolidated balance sheets.

Interest rate hedge agreements

We utilize interest rate hedge agreements, including interest rate swap and cap agreements, to hedge a portion of our exposure to variable interest rates primarily associated with our unsecured line of credit and unsecured term loan. We recognize our interest rate hedge agreements as either assets or liabilities on the balance sheet at fair value. The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the hedged exposure, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. Our interest rate hedge agreements are considered cash flow hedges as they are designated and qualify as hedges of the exposure to variability in expected future cash flows. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the earnings effect of the hedged forecasted transactions in a cash flow hedge.

Accounts payable, accrued expenses, and tenant security deposits

As of December 31, 2010, accounts payable, accrued expenses, and tenant security deposits included accounts payable and accrued expenses of approximately $71,002,000, interest rate hedge liabilities of approximately $44,645,000, accrued construction costs of approximately $33,466,000, and acquired below market leases of approximately $27,266,000. As of December 31, 2009, accounts payable, accrued expenses, and tenant security deposits included accounts payable and accrued expenses of approximately $48,866,000, interest rate hedge liabilities of approximately $49,946,000, accrued construction costs of $36,856,000, and acquired below market leases of approximately $27,746,000.

F-13

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Accumulated other comprehensive loss

Accumulated other comprehensive loss attributable to Alexandria Real Estate Equities, Inc. consists of the following (in thousands):

	December 31,
	2010			2009
Unrealized gain on marketable securities	$	6,157		$	7,280
Unrealized loss on interest rate hedge agreements	(44,807		)	(50,043		)
Unrealized gain on foreign currency translation	20,315			9,033
Total	$	(18,335	)	$	(33,730	)

Rental income and tenant recoveries

Interest income

Interest income was approximately $750,000, $1,503,000, and $1,763,000 in 2010, 2009, and 2008, respectively, and is included in other income in the accompanying consolidated statements of income.

Income taxes

We are organized and qualify as a REIT pursuant to the Internal Revenue Code of 1986, as amended (the “Code”). Under the Code, a REIT that distributes 100% of its taxable income to its stockholders each year and that meets certain other conditions is not subject to federal income taxes, but could be subject to certain state and local taxes. We generally distribute 100% or more of our taxable income. Therefore, no provision for federal income taxes is required. We file tax returns, including returns for our subsidiaries, with federal, state and local jurisdictions, including jurisdictions located in the United States, Canada, China, India, and other international locations. Our tax returns are subject to examination in various jurisdictions for the calendar years 2006 through 2010.

F-14

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Income taxes (continued)

We recognize tax benefits of uncertain tax positions only if it is more likely than not that the tax position will be sustained, based solely on its technical merits, with the taxing authority having full knowledge of all relevant information. The measurement of a tax benefit for an uncertain tax position that meets the “more likely than not” threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority having full knowledge of all the relevant information. As of December 31, 2010, there were no unrecognized tax benefits. We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.

Interest expense and penalties, if any, would be recognized in the first period the interest or penalty would begin accruing according to the provisions of the relevant tax law at the applicable statutory rate of interest. We did not incur any tax related interest expense or penalties for the years ended December 31, 2010, 2009 or 2008.

The following reconciles GAAP net income to taxable income as filed with the Internal Revenue Service (the “IRS”) (in thousands and unaudited):

	Year ended December 31,
	2009			2008
Net income	$	141,648		$	120,097
Net income attributable to noncontrolling interests	(7,047		)	(3,799		)
Book/tax differences:
Rental revenue recognition	(15,460		)	615
Depreciation and amortization	2,864			3,391
Gains/losses from capital transactions	(7,694		)	–
Stock-based compensation	11,738			10,325
Interest expense	(8,059		)	(7,710		)
Sales of property	(537		)	(20,507		)
Impairment loss on investments in unconsolidated joint ventures	–			13,251
Other, net	(2,892		)	3,433
Taxable income, before dividend deduction	114,561			119,096
Necessary dividend deduction to eliminate taxable income	(114,561		)	(119,096		)
Estimated income subject to federal income tax	$	–		$	–

We distributed all of our REIT taxable income in 2009 and 2008, and as a result, did not incur federal income tax in those years on such income. For the year ended December 31, 2010, we expect our distributions to exceed our REIT taxable income, and as a result, do not expect to incur federal income tax on such income. We expect to finalize our 2010 REIT taxable income in connection with our 2010 federal income tax return which will be prepared and filed with the IRS in 2011.

The income tax treatment of distributions and dividends declared on our common stock, our 8.375% series C cumulative redeemable preferred stock (“Series C Preferred Stock”), and our 7.00% series D cumulative convertible preferred stock (“Series D Convertible Preferred Stock”) for the years ended December 31, 2010, 2009, and 2008 was as follows:

	Common Stock									Series C Preferred Stock									Series D Preferred Stock
	For the Year Ended December 31,									For the Year Ended December 31,									For the Year Ended December 31,
	2010			2009			2008			2010			2009			2008			2010			2009			2008
Ordinary income	77.2		%	98.8		%	81.1		%	100.0		%	100.0		%	92.5		%	100.0		%	100.0		%	92.5		%
Return of capital	22.8			1.2			12.3			–			–			–			–			–			–
Capital gains at 15%	–			–			6.6			–			–			7.5			–			–			7.5
Total	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%	100.0		%

Dividends declared	$	1.50		$	1.85		$	3.18		$	2.09375		$	2.09375		$	2.09375		$	1.75		$	1.75		$	1.409722

Our tax return for 2010 is due on or before September 15, 2011, assuming we file for an extension of the due date. The taxability information presented for our dividends paid in 2010 is based upon management’s estimate. Our tax returns for previous tax years have not been examined by the Internal Revenue Service. Consequently, the taxability of distributions and dividends is subject to change. The income tax treatment information provided above is unaudited.

F-15

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Earnings per share

We use income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders as the “control number” in determining whether potential common shares, including potential common shares issuable upon conversion of our 8% unsecured senior convertible notes (“8.00% Unsecured Convertible Notes”), are dilutive or antidilutive to earnings (loss) per share. Pursuant to the presentation and disclosure literature on gains/losses on sales or disposals by REITs and earnings per share required by the Securities Exchange Commission (“SEC”) and the FASB, gains or losses on sales or disposals by a REIT that do not qualify as discontinued operations are classified below income from discontinued operations in the income statement and included in the numerator for the computation of earnings per share for income from continuing operations. The land parcels we sold during the year ended December 31, 2010 did not meet the criteria for discontinued operations since the parcels did not have any significant operations prior to disposition. Accordingly, for the year ended December 31, 2010, we classified the $59.4 million gain on sales of land parcels below income from discontinued operations, net in the consolidated income statements, and included the gain in income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders, the “control number,” or numerator for the computation of earnings per share.

We account for unvested restricted stock awards which contain nonforfeitable rights to dividends as participating securities and include these securities in the computation of earnings per share using the two-class method. Under the two-class method, we allocate net income after preferred stock dividends and amounts attributable to noncontrolling interests to common stockholders and unvested restricted stock awards based on their respective participation rights to dividends declared (or accumulated) and undistributed earnings. Diluted earnings per share is computed using the weighted average shares of common stock outstanding determined for the basic earnings per share computation plus the effect of any dilutive securities, including the dilutive effect of stock options using the treasury stock method.

F-16

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Earnings per share (continued)

The table below is a reconciliation of the numerators and denominators of the basic and diluted per share computations for income from continuing operations (dollars in thousands, except per share data):

	Year Ended December 31,
Numerator:	2010			2009			2008
Income from continuing operations	$	79,286		$	135,822		$	101,031
Gain on sales of land parcels	59,442			–			–
Net income attributable to noncontrolling interests	(3,729		)	(7,047		)	(3,799		)
Income from continuing operations attributable to Alexandria Real Estate Equities, Inc.	134,999			128,775			97,232
Dividends on preferred stock	(28,357		)	(28,357		)	(24,225		)
Income from continuing operations attributable to unvested restricted stock awards	(993		)	(1,201		)	(1,052		)
Income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – numerator for basic earnings per share	105,649			99,217			71,955
Effect of dilutive securities and assumed conversion:
Assumed conversion of 8% Unsecured Convertible Notes	–			–			–
Amounts attributable to unvested restricted stock awards	–			–			(4		)
Income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – numerator for diluted earnings per share	$	105,649		$	99,217		$	71,951

Denominator:
Weighted average shares of common stock outstanding – basic	48,375,474			38,586,909			31,653,829
Effect of dilutive securities and assumed conversion:
Dilutive effect of stock options	29,566			13,160			111,226
Assumed conversion of 8% Unsecured Convertible Notes	–			–			–
Weighted average shares of common stock outstanding – diluted	48,405,040			38,600,069			31,765,055

Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic:
Continuing operations	$	2.18		$	2.57		$	2.27
Discontinued operations, net	0.01			0.15			0.60
Earnings per share – basic	$	2.19		$	2.72		$	2.87

Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted:
Continuing operations	$	2.18		$	2.57		$	2.27
Discontinued operations, net	0.01			0.15			0.59
Earnings per share – diluted	$	2.19		$	2.72		$	2.86

We apply the if-converted method of accounting for our 8.00% Unsecured Convertible Notes that were issued in April 2009. In applying the if-converted method of accounting, conversion is assumed for purposes of calculating diluted earnings per share if the effect is dilutive to earnings per share. If the assumed conversion pursuant to the if-converted method of accounting is dilutive, diluted earnings per share would be calculated by adding back interest charges applicable to our 8.00% Unsecured Convertible Notes to the numerator and our 8.00% Unsecured Convertible Notes would be assumed to have been converted at the beginning of the period presented (or from the date of issuance, if occurring on a date later than the date that the period begins) and the resulting incremental shares associated with the assumed conversion would be included in the denominator. Furthermore, we assume that our 8.00% Unsecured Convertible Notes are converted for the period prior to any retirement or actual conversion if the effect of such assumed conversion is dilutive, and any shares of common stock issued upon retirement or actual conversion are included in the denominator for the period after the date of retirement or conversion. For purposes of calculating diluted earnings per share, we did not assume conversion of our 8.00% Unsecured Convertible Notes for the years ended December 31, 2010 and 2009 since the impact was antidilutive to earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common share holders from continuing operations during those periods.

F-17

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Earnings per share (continued)

We also apply the if-converted method of accounting to our Series D Convertible Preferred Stock. For purposes of calculating diluted earnings per share, we did not assume conversion of our Series D Convertible Preferred Stock for the years ended December 31, 2010, 2009, and 2008 since the impact was antidilutive to earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders from continuing operations during those periods.

Our calculation of weighted average diluted shares will include additional shares related to our 3.70% unsecured senior convertible notes (“3.70% Unsecured Convertible Notes”) when the average market price of our common stock is higher than the conversion price ($117.36 as of December 31, 2010). The number of additional shares that will be included in the weighted average diluted shares is equal to the number of shares that would be issued upon the settlement of the 3.70% Unsecured Convertible Notes assuming the settlement occurred at the end of the reporting period pursuant to the treasury stock method. For the years ended December 31, 2010, 2009, and 2008, the weighted average shares of common stock related to our 3.70% Unsecured Convertible Notes have been excluded from diluted weighted average shares of common stock as the average market price of our common stock was lower than the conversion price of $117.36 and the impact of conversion would have been antidilutive to earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders from continuing operations during those periods.

Net income attributable to Alexandria Real Estate Equities, Inc.

The following table shows net income attributable to Alexandria Real Estate Equities, Inc. (in thousands):

	Year Ended December 31,
	2010		2009		2008
Income from continuing operations	$	75,557	$	128,775	$	97,232
Income from discontinued operations, net	294		5,826		19,066
Gain on sales of land parcels	59,442		–		–
Net income attributable to Alexandria Real Estate Equities, Inc.	$	135,293	$	134,601	$	116,298

Stock-based compensation expense

We have historically issued two forms of stock-based compensation under our equity incentive plan: options to purchase common stock (“options”) and restricted stock awards. We have not granted any options since 2002. We recognize all stock-based compensation in the income statement based on the grant date fair value. The fair value is recorded based on the market value of the common stock on the grant date and such cost is then recognized on a straight-line basis over the period during which the employee is required to provide services in exchange for the award (the vesting period). We are required to compute stock-based compensation based on awards that are ultimately expected to vest and as a result, future forfeitures of awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. No compensation cost is recognized for equity instruments that are forfeited or are anticipated to be forfeited.

F-18

Table of Contents

2. Basis of presentation and summary of significant accounting policies (continued)

Impact of recently issued accounting standards

In January 2010, the FASB issued an ASU to address implementation issues associated with the accounting for decreases in the ownership of a subsidiary. The new guidance clarified the scope of the entities covered by the guidance related to accounting for decreases in the ownership of a subsidiary and specifically excluded in-substance real estate or conveyances of oil and gas mineral rights from the scope. Additionally, the new guidance expands the disclosures required for a business combination achieved in stages and deconsolidation of a business or nonprofit activity. The new guidance became effective for interim and annual periods ending on or after December 31, 2009 and must be applied on a retrospective basis to the first period that an entity adopted the new guidance related to noncontrolling interests. The adoption of this new guidance did not have an impact on our consolidated financial statements.

3. Investments in real estate, net

Our investments in real estate, net consisted of the following (in thousands):

	December 31,
	2010			2009
Land (related to rental properties)	$	456,940		$	474,859
Buildings and building improvements	3,906,689			3,249,866
Other improvements	183,140			179,230
Rental properties	4,546,769			3,903,955
Less: accumulated depreciation	(616,007		)	(520,647		)
Rental properties, net	3,930,762			3,383,308
Land held for future development	431,838			255,025
Construction in progress	1,045,536			1,400,795
Investment in unconsolidated real estate entity	36,678			–
Investments in real estate, net	$	5,444,814		$	5,039,128

Rental properties, net, land held for future development, and construction in progress

As of December 31, 2010 and 2009, certain of our rental properties were encumbered by deeds of trust and assignments of rents and leases associated with the properties. See Note 5, Secured Notes Payable. The net book value of encumbered rental properties, net as of December 31, 2010 and 2009 was approximately $1.3 billion.

We lease space under noncancellable leases with remaining terms of up to 17 years.

As of December 31, 2010 and 2009, we had approximately $3.9 billion and $3.4 billion of rental properties, net aggregating 12.5 million and 11.2 million rentable square feet as of the end of each respective period. Additionally, as of December 31, 2010 and 2009, we had approximately $431.8 million and $255.0 million, respectively, of land held for future development aggregating 8.3 million and 4.8 million rentable square feet, respectively. Land held for future development represents real estate we plan to develop in the future but as of each period presented, no construction activities were ongoing. As a result, interest, property taxes, insurance, and other costs are expensed as incurred.

F-19

Table of Contents

3. Investments in real estate, net (continued)

Rental properties, net, land held for future development, and construction in progress (continued)

As of December 31, 2010 and December 31, 2009, we had various projects, including development, redevelopment, and preconstruction projects, as well as projects in China and India, with a historical cost basis aggregating $1.0 billion and $1.4 billion, respectively, classified as construction in progress in the accompanying consolidated balance sheets. As of December 31, 2010 and December 31, 2009, we had 755,463 and 575,152 rentable square feet, respectively, undergoing active redevelopment through a permanent change in use to life science laboratory space, including conversion of single-tenancy space to multi-tenancy space or multi-tenancy space to single-tenancy space. As of December 31, 2010 and December 31, 2009, we had 475,818 and 980,000 rentable square feet, respectively, undergoing active ground-up development consisting of vertical aboveground construction of life science properties. Additionally, as of December 31, 2010 and December 31, 2009, we had an aggregate of 3.0 million and 6.3 million rentable square feet, respectively, undergoing preconstruction activities (entitlements, permitting, design, and site work; activities prior to commencement of vertical construction of aboveground shell and core). We also had projects in China and India aggregating 973,000 square feet as of December 31, 2010. We are required to capitalize interest during the period an asset is undergoing activities to prepare it for its intended use. Capitalization of interest ceases after a project is substantially complete and ready for its intended use. In addition, should construction activity cease, interest would be expensed as incurred. Total interest capitalized for the years ended December 31, 2010, 2009, and 2008, was approximately $72.8 million, $76.9 million and $74.2 million, respectively. Total interest incurred for the years ended December 31, 2010, 2009, and 2008 was approximately $132.5 million, $148.4 million, and $152.8 million, respectively.

Minimum lease payments to be received under the terms of the operating lease agreements, excluding expense reimbursements, as of December 31, 2010 are as follows (in thousands):

Year	Amount
2011	$	359,596
2012	324,820
2013	291,890
2014	258,538
2015	226,911
Thereafter	880,425
	$	2,342,180

Investment in unconsolidated real estate entity

In 2007, we formed an entity with a development partner for the purpose of owning, developing, leasing, managing, and operating a development parcel supporting a future building aggregating 428,000 rentable square feet. The development parcel serves as collateral for a non-recourse secured loan due in January 2012 with an outstanding balance of $38.4 million as of December 31, 2010 and December 31, 2009. We also have an option to extend the maturity date to April 2013. In 2009, the entity entered into an interest rate cap agreement related to the secured note with a notional amount approximating $38.4 million effective May 15, 2009 and terminating on January 3, 2012. The agreement sets a ceiling on one month LIBOR at 2.50% related to the secured note. Prior to the adoption of the new VIE accounting literature, we determined that the entity qualified as a VIE for which we were also the entity’s primary beneficiary since we would absorb the majority of the entity’s expected losses and receive a majority of the entity’s expected residual returns. As a result, we had consolidated the entity since its inception in 2007. The new VIE accounting literature cites two criteria to determine the primary beneficiary of a VIE, both of which must be met to be deemed the primary beneficiary of a VIE. Upon adoption of the new VIE accounting literature on January 1, 2010, we determined that we did not meet both criteria since we do not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. The decisions that most significantly impact the VIE’s economic performance require both our consent and that of our partner, including all major operating, investing, and financing decisions as well as decisions over major expenditures. Because we share power over the decisions that most significantly impact the VIE’s economic performance, we determined that we are not the primary beneficiary of the VIE. As of January 1, 2010, we prospectively deconsolidated the VIE at its carrying amounts, including a decrease of approximately $92.3 million of construction in progress, approximately $3.0 million of restricted cash, approximately $38.4 million of secured notes payable, and $24.0 million of redeemable noncontrolling interests, with a corresponding increase to investment in unconsolidated real estate entity pursuant to the equity method of approximately $33.7 million which is classified as investment in unconsolidated real estate entity on the consolidated balance sheets. There was no adjustment to retained earnings upon adoption. As of December 31, 2010, our investment in the unconsolidated entity was approximately $36.7 million.

F-20

Table of Contents

3. Investments in real estate, net (continued)

Investment in unconsolidated real estate entity (continued)

Our investment in the unconsolidated real estate entity is adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses, and other comprehensive income or loss. Distributions, profits, and losses related to this entity are allocated in accordance with the operating agreement. When circumstances indicate there may have been a reduction in value of an equity investment, we evaluate the equity investment and any advances made for impairment by estimating our ability to recover our investment from future expected cash flows. If we determine the loss in value is other than temporary, we recognize an impairment charge to reflect the equity investment and any advances made at fair value. For the year ended December 31, 2010, there were no indications of a reduction in the value of our investment in the unconsolidated real estate entity.

4. Investments

We hold equity investments in certain publicly traded companies and privately held entities primarily involved in the life science industry. All of our investments in publicly traded companies are considered “available for sale” and are recorded at fair value. Fair value of our investments in publicly traded companies has been determined based upon the closing price as of the balance sheet date, with unrealized gains and losses shown as a separate component of total equity. The classification of each investment is determined at the time each investment is made, and such determination is reevaluated at each balance sheet date. The cost of each investment sold is determined by the specific identification method, with net realized gains and losses included in other income. Investments in privately held entities are generally accounted for under the cost method when our interest in the entity is so minor that we have virtually no influence over the entities’ operating and financial policies. Additionally, we limit our ownership percentage in the voting stock of each individual entity to less than 10%. As of December 31, 2010 and 2009, our ownership percentage in the voting stock of each individual entity was less than 10%.

The following table summarizes our “available for sale” securities (in thousands):

	December 31,
	2010			2009
Adjusted cost of “available for sale” securities	$	1,876		$	1,518
Gross unrealized gains	6,196			7,417
Gross unrealized losses	(39		)	(137		)
Fair value of “available for sale” securities	$	8,033		$	8,798

Investments in “available for sale” securities with gross unrealized losses as of December 31, 2010 had been in a continuous unrealized loss position for less than 12 months. We have the ability and intent to hold these investments for a reasonable period of time sufficient for a recovery of our investment. We believe that these unrealized losses are temporary and accordingly we have not recognized an other-than-temporary impairment related to “available for sale” securities as of December 31, 2010.

F-21

Table of Contents

4. Investments (continued)

Our investments in privately held entities as of December 31, 2010 and 2009 totaled approximately $75,866,000 and $64,084,000, respectively. Of these totals, approximately $75,784,000 and $64,050,000, respectively, are accounted for under the cost method. The remainder (approximately $82,000 and $34,000 as of December 31, 2010 and 2009, respectively) are accounted for under the equity method. As of December 31, 2010 and 2009, there were no unrealized losses in our investments in privately held entities.

Net investment income of approximately $1,628,000, $2,139,000, and $8,005,000 was recognized in 2010, 2009 and 2008, respectively, and is included in other income in the accompanying consolidated statements of income. Net investment income in 2010 consisted of equity in income related to investments in privately held entities accounted for under the equity method of approximately $48,000, gross realized gains of approximately $2,302,000, and gross realized losses of approximately $722,000. Net investment income in 2009 consisted of equity in income related to investments in privately held entities accounted for under the equity method of approximately $39,000, gross realized gains of approximately $3,442,000, and gross realized losses of approximately $1,342,000. Net investment income in 2008 consisted of equity in loss related to investments in privately held entities accounted for under the equity method of approximately $173,000, gross realized gains of approximately $8,841,000, and gross realized losses of approximately $663,000. For the years ended December 31, 2010, 2009 and 2008, approximately $1,415,000, $2,272,000, and $10,816,000, respectively, was reclassified from accumulated other comprehensive income to realized gains, net and is included in other income.

5. Secured notes payable

Secured notes payable totaled approximately $790.9 million and $937.0 million as of December 31, 2010 and 2009, respectively. Our secured notes payable had weighted average interest rates of approximately 5.99% and 5.83% at December 31, 2010 and 2009, respectively, with maturity dates ranging from August 2011 to June 2035.

Our secured notes payable generally require monthly payments of principal and interest. The total net book values of investments in real estate, net representing collateral for secured debt were approximately $1.3 billion and $1.4 billion as of December 31, 2010 and 2009, respectively. At December 31, 2010, our secured notes payable were comprised of approximately $789.9 million and $1.0 million of fixed and variable rate debt, respectively, compared to approximately $831.5 million and $105.5 million of fixed and variable rate debt, respectively, at December 31, 2009.

Future principal payments due on secured notes payable as of December 31, 2010 were as follows (in thousands):

Year	Amount (1)
2011	$	100,812
2012	13,073
2013	53,155
2014	230,561
2015	8,205
Thereafter	386,168
Subtotal	791,974
Unamortized discounts	(1,105		)
Total	$	790,869

(1) Amounts include noncontrolling interests’ share of scheduled principal maturities of approximately $22.0 million, of which approximately $20.9 million matures in 2014.

F-22

Table of Contents

6. Unsecured line of credit and unsecured term loan

In January 2011, we entered into a third amendment (the “Third Amendment”) to our second amended and restated credit agreement dated October 31, 2006, as further amended on December 1, 2006 and May 2, 2007 (the “Existing Credit Agreement”). The Third Amendment amended the Existing Credit Agreement to, among other things, increase the maximum permitted borrowings under the credit facilities from $1.9 billion to $2.25 billion, consisting of a $1.5 billion unsecured line of credit (increased from $1.15 billion) and a $750 million unsecured term loan (together the “Unsecured Credit Facility”) and provide an accordion option to increase commitments under the Unsecured Credit Facility by up to an additional $300 million. Borrowings under the Unsecured Credit Facility will bear interest at LIBOR or the specified base rate, plus in either case a margin specified in the Amended Credit Agreement (the “Applicable Margin”). The Applicable Margin for LIBOR borrowings under the revolving credit facility was initially set at 2.4%. The Applicable Margin for the LIBOR borrowings under the unsecured term loan was not amended in the Third Amendment and was 1.0% as of December 31, 2010.

The Third Amendment became effective in January 2011 and modified certain financial covenants with respect to the Unsecured Credit Facility, including the fixed charge coverage ratio, secured debt ratio, leverage ratio, and minimum book value, and added covenants relating to an unsecured leverage ratio and unsecured debt yield. The requirements of the key financial covenants under the Third Amendment are as follows:

· leverage ratio less than or equal to 60%

· unsecured leverage ratio less than or equal to 60%

· fixed charge coverage ratio greater than or equal to 1.5

· unsecured debt yield greater than or equal to 11% until June 30, 2011 and 12% thereafter

· minimum book value greater than or equal to the sum of $2.0 billion and 50% of the net proceeds of equity offerings after the effective date of the Third Amendment

· secured debt ratio less than or equal to 40%

As of December 31, 2010, our Existing Credit Agreement contained financial covenants, including, among others, the following key financial covenants (as defined under the terms of the Existing Credit Agreement):

· leverage ratio less than or equal to 65.0%

· fixed charge coverage ratio greater than or equal to 1.4

· minimum book value greater than or equal to $2.1 billion

· secured debt ratio less than or equal to 55.0%

F-23

Table of Contents

7. Unsecured convertible notes

The following tables summarize the balances, significant terms, and components of interest cost recognized (excluding amortization of loan fees and before the impact of capitalized interest) on our unsecured convertible notes outstanding as of Deember 31, 2010 and December 31, 2009, and for the years ended December 31, 2010, 2009, and 2008 (dollars in thousands, except conversion rates):

	8.00% Unsecured Convertible Notes				3.70% Unsecured Convertible Notes
	December 31,		December 31,		December 31,			December 31,
	2010		2009		2010			2009
Principal amount	$	250	$	240,000	$	301,934		$	384,700
Unamortized discount	20		24,098		6,871			16,673
Net carrying amount of liability component	$	230	$	215,902	$	295,063		$	368,027

Carrying amount of equity component	$	27	$	26,216	$	28,769		$	43,538
Number of shares on which the aggregate consideration to be delivered on conversion is determined	6,047		5,797,101		N/A		(1)	N/A		(1)

Issuance date	April 2009	January 2007
Stated coupon interest rate	8.00%	3.70%
Effective interest rate	11.0%	5.96%
Conversion rate per $1,000 principal value of unsecured convertible notes, as adjusted	$41.34	$117.36

	8.00% Unsecured						3.70% Unsecured
	Convertible Notes						Convertible Notes
	Year Ended						Year Ended
	December 31,						December 31,
	2010		2009		2008		2010		2009		2008
Contractual interest coupon	$	8,806	$	13,013	$	–	$	14,093	$	15,108	$	17,020
Amortization of discount on liability component	2,081		2,912		–		7,914		7,907		8,403
Total interest cost	$	10,887	$	15,925	$	–	$	22,007	$	23,015	$	25,423

(1) Our 3.70% Unsecured Convertible Notes require that upon conversion, the entire principal amount is to be settled in cash, and any excess value above the principal amount, if applicable, is to be settled in shares of our common stock. Based on the December 31, 2010 and 2009 closing stock prices of our common stock of $73.26 and $64.29, respectively, and the conversion price of our 3.70% Unsecured Convertible Notes of $117.36 as of December 31, 2010 and 2009, the if-converted value of the notes did not exceed the principal amount as of December 31, 2010 or 2009, and accordingly, no shares of our common stock would have been issued if the notes were settled on December 31, 2010 or 2009.

F-24

Table of Contents

7. Unsecured convertible notes (continued)

8.00% Unsecured Convertible Notes

In April 2009, we completed a private offering of $240 million of 8.00% Unsecured Convertible Notes. At issuance, the 8.00% Unsecured Convertible Notes had an initial conversion rate of approximately 24.1546 shares of common stock per $1,000 principal amount of the 8.00% Unsecured Convertible Notes, representing a conversion price of approximately $41.40 per share of our common stock. The conversion rate of the 8.00% Unsecured Convertible Notes is subject to adjustments for certain events, including, but not limited to, certain cash dividends on our common stock in excess of $0.35 per share per quarter and dividends on our common stock payable in shares of our common stock. As of December 31, 2010, the 8.00% Unsecured Convertible Notes had a conversion rate of approximately 24.1887 shares of common stock per $1,000 principal amount of the 8.00% Unsecured Convertible Notes, which is equivalent to a conversion price of approximately $41.34 per share of our common stock.

In June 2010, we completed an exchange of our 8.00% Unsecured Convertible Notes for shares of our common stock and cash (the “Exchange Offer”). The terms of the Exchange Offer included an offer price per $1,000 principal amount of our outstanding unsecured convertible notes of an equivalent number of common shares per bond allowed for under the holder conversion option, or 24.1546 shares, plus a cash premium of $180. Upon completion of the Exchange Offer, we retired approximately $232.7 million of our 8.00% Unsecured Convertible Notes ( representing approximately 97% of the $240.0 million aggregate principal amount of our 8.00% Unsecured Convertible Notes outstanding prior to the Exchange Offer) in exchange for 5,620,256 shares of our common stock and cash payments of approximately $41.9 million. Additionally, we paid approximately $3.1 million in accrued and unpaid interest on the retired portion of our 8.00% Unsecured Convertible Notes to, but excluding, the settlement date.

Upon completion of the Exchange Offer, the total value of the consideration of the Exchange Offer was allocated to the extinguishment of the liability component equal to the fair value of that component immediately prior to extinguishment, with the difference between this allocation and the net carrying amount of the liability component and unamortized debt issuance costs recognized as a loss on early extinguishment of debt. The remaining settlement consideration of approximately $196.8 million was allocated to the reacquisition of the equity component and was recognized as a reduction of Alexandria Real Estate Equities, Inc.’s stockholders’ equity. In connection with the Exchange Offer, we recognized a loss on early extinguishment of debt of approximately $41.5 million, including approximately $4.7 million in unamortized issuance costs. The loss was classified as loss on early extinguishment of debt on the accompanying consolidated income statements for the year ended December 31, 2010.

In July 2010, we repurchased, in a privately negotiated transaction, an additional $7.1 million of our 8.00% Unsecured Convertible Notes for an aggregate cash price of approximately $12.8 million (the “8.00% Repurchase”). Upon completion of the 8.00% Repurchase, the total value of the consideration of the 8.00% Repurchase was allocated to the extinguishment of the liability component equal to the fair value of that component immediately prior to extinguishment, with the difference between this allocation and the net carrying amount of the liability component and unamortized debt issuance costs recognized as a loss on early extinguishment of debt. The remaining settlement consideration of approximately $5.2 million was allocated to the reacquisition of the equity component and was recognized as a reduction of Alexandria Real Estate Equities, Inc.’s stockholders’ equity. As a result of the 8.00% Repurchase, we recognized a loss on early extinguishment of debt of approximately $1.3 million, including approximately $140,000 in unamortized issuance costs. The loss was classified as loss on early extinguishment of debt on the accompanying consolidated income statements for the year ended December 31, 2010.

As of December 31, 2010, $250,000 principal amount of our 8.00% Unsecured Convertible Notes remained outstanding.

F-25

Table of Contents

7. Unsecured convertible notes (continued)

3.70% Unsecured Convertible Notes

In January 2007, we completed a private offering of $460 million of 3.70% Unsecured Convertible Notes. Prior to January 15, 2012, we will not have the right to redeem the 3.70% Unsecured Convertible Notes, except to preserve our qualification as a REIT. On and after that date, we have the right to redeem the 3.70% Unsecured Convertible Notes, in whole or in part, at any time and from time to time, for cash equal to 100% of the principal amount of the 3.70% Unsecured Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. Holders of the 3.70% Unsecured Convertible Notes may require us to repurchase their notes, in whole or in part, on January 15, 2012, 2017 and 2022 for cash equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date. Holders of the 3.70% Unsecured Convertible Notes may require us to repurchase all or a portion of their notes upon the occurrence of specified corporate transactions (each, a “Fundamental Change”), including a change in control, certain merger or consolidation transactions or the liquidation of the Company, at a repurchase price in cash equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

At issuance, the 3.70% Unsecured Convertible Notes had an initial conversion rate of approximately 8.4774 shares of common stock per $1,000 principal amount of the 3.70% Unsecured Convertible Notes, representing a conversion price of approximately $117.96 per share of our common stock. The conversion rate of the 3.70% Unsecured Convertible Notes is subject to adjustments for certain events, including, but not limited to, certain cash dividends on our common stock in excess of $0.74 per share per quarter and dividends on our common stock payable in shares of our common stock. As of December 31, 2010, the 3.70% Unsecured Convertible Notes had a conversion rate of approximately 8.5207 shares of common stock per $1,000 principal amount of the 3.70% Unsecured Convertible Notes, which is equivalent to a conversion price of approximately $117.36 per share of our common stock.

Holders of the 3.70% Unsecured Convertible Notes may convert their notes into cash and, if applicable, shares of our common stock prior to the stated maturity of January 15, 2027 only under the following circumstances: (1) during any calendar quarter after the calendar quarter ending March 31, 2007, if the closing sale price of our common stock for each of 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the conversion price in effect on the last trading day of the immediately preceding calendar quarter; (2) during the five consecutive business days immediately after any five consecutive trading day period (the “3.70% Unsecured Convertible Note Measurement Period”) in which the average trading price per $1,000 principal amount of 3.70% Unsecured Convertible Notes was equal to or less than 98% of the average conversion value of the 3.70% Unsecured Convertible Notes during the 3.70% Unsecured Convertible Note Measurement Period; (3) upon the occurrence of a Fundamental Change; (4) if we call the 3.70% Unsecured Convertible Notes for redemption; and (5) at any time from, and including, December 15, 2026 until the close of business on the business day immediately preceding January 15, 2027 or earlier redemption or repurchase.

In April 2009, we repurchased, in privately negotiated transactions, certain of our 3.70% Unsecured Convertible Notes aggregating approximately $75 million at an aggregate cash price of approximately $59.2 million. As a result of the repurchases, we recognized a gain on early extinguishment of debt of approximately $11.3 million, net of approximately $860,000 in unamortized issuance costs. The gain was classified as gain on early extinguishment of debt on the accompanying consolidated income statements for the year ended December 31, 2009.

In December 2010, we repurchased, in privately negotiated transactions, certain of our 3.70% Unsecured Convertible Notes aggregating approximately $82.8 million at an aggregate cash price of approximately $84.6 million (the “2010 3.70% Repurchases”). Upon completion of the 2010 3.70% Repurchases, the total value of the consideration of the 2010 3.70% Repurchases was allocated to the extinguishment of the liability component equal to the fair value of that component immediately prior to extinguishment, with the difference between this allocation and the net carrying amount of the liability component and unamortized debt issuance costs recognized as a loss on early extinguishment of debt. The remaining settlement consideration of approximately $1.7 million was allocated to the reacquisition of the equity component and was recognized as a reduction of Alexandria Real Estate Equities, Inc.’s stockholders’ equity. As a result of the 2010 3.70% Repurchases, we recognized a loss on early extinguishment of debt of approximately $2.4 million, net of approximately $0.4 in unamortized issuance costs. The loss was classified as a loss on early extinguishment of debt on the accompanying consolidated income statements for the year ended December 31, 2010.

F-26

Table of Contents

8. Interest rate hedge agreements

We are exposed to certain risks arising from both our business operations and economic conditions. We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of our debt funding and the use of interest rate hedge agreements. Specifically, we enter into interest rate hedge agreements to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. Our interest rate hedge agreements are used to manage differences in the amount, timing, and duration of our known or expected cash payments principally related to our LIBOR-based borrowings. We do not use derivatives for trading or speculative purposes and currently all of our derivatives are designated as hedges. Our objectives in using interest rate hedge agreements are to add stability to interest expense and to manage our exposure to interest rate movements in accordance with our interest rate risk management strategy. Interest rate hedge agreements designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the interest rate hedge agreements without exchange of the underlying notional amount. Interest rate cap agreements designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The effective portion of changes in the fair value of our interest rate hedge agreements designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income. The amount is subsequently reclassified into earnings in the period that the hedged forecasted transactions affect earnings. During the years ended December 31, 2010 and 2009, our interest rate hedge agreements were used primarily to hedge the variable cash flows associated with certain of our existing LIBOR-based variable rate debt, including our unsecured line of credit and unsecured term loan. The ineffective portion of the change in fair value of our interest rate hedge agreements is recognized directly in earnings. During the years ended December 31, 2010, 2009, and 2008, our interest rate hedge agreements were 100% effective. Accordingly, we did not recognize any of the change in fair value of our interest rate hedge agreements directly into earnings.

F-27

Table of Contents

8. Interest rate hedge agreements (continued)

As of December 31, 2010 and December 31, 2009, our interest rate hedge agreements were classified in accounts payable, accrued expenses, and tenant security deposits based upon their respective fair values aggregating a liability balance of approximately $44.7 million and $49.9 million, respectively, which included accrued interest and adjustments for non-performance risk, with the offsetting adjustment reflected as unrealized gain (loss) in accumulated other comprehensive loss in total equity. We have not posted any collateral related to our interest rate hedge agreements.

Balances in accumulated other comprehensive income are recognized in the periods that the forecasted hedge transactions affect earnings. For the years ended December 31, 2010, 2009, and 2008, approximately $30.6 million, $38.9 million, and $15.4 million, respectively, was reclassified from accumulated other comprehensive income to interest expense as an increase to interest expense. During the next 12 months, we expect to reclassify approximately $20.8 million from accumulated other comprehensive loss to interest expense as an increase to interest expense.

As of December 31, 2010, we had the following outstanding interest rate swap agreements that were designated as cash flow hedges of interest rate risk (dollars in thousands):

Transaction Dates	Effective Dates	Termination Dates	Interest Pay Rates		Notional Amounts		Effective at December 31, 2010		Fair Values
December 2006	December 29, 2006	March 31, 2014	4.990	%	$	50,000	$	50,000	$	(5,908	)
October 2007	October 31, 2007	September 30, 2012	4.546		50,000		50,000		(3,448		)
October 2007	October 31, 2007	September 30, 2013	4.642		50,000		50,000		(4,884		)
October 2007	July 1, 2008	March 31, 2013	4.622		25,000		25,000		(2,124		)
October 2007	July 1, 2008	March 31, 2013	4.625		25,000		25,000		(2,126		)
October 2008	September 30, 2009	January 31, 2011	3.119		100,000		100,000		(246		)
December 2006	November 30, 2009	March 31, 2014	5.015		75,000		75,000		(8,925		)
December 2006	November 30, 2009	March 31, 2014	5.023		75,000		75,000		(8,942		)
December 2006	December 31, 2010	October 31, 2012	5.015		100,000		100,000		(8,042		)
Total							$	550,000	$	(44,645	)

The fair value of each interest rate hedge agreement is determined using widely accepted valuation techniques including discounted cash flow analyses on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities (also referred to as “significant other observable inputs”). The fair values of our interest rate hedge agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate hedge agreements.

9. Commitments and contingencies

Employee retirement savings plan

We have a retirement savings plan pursuant to Section 401(k) of the Internal Revenue Code whereby our employees may contribute a portion of their compensation to their respective retirement accounts in an amount not to exceed the maximum allowed under the Internal Revenue Code. In addition to employee contributions, we have elected to provide discretionary profit sharing contributions (subject to statutory limitations), which amounted to approximately $1,404,000, $809,000, and $1,289,000, respectively, for the years ended December 31, 2010, 2009, and 2008. Employees who participate in the plan are immediately vested in their contributions and in the contributions of the Company.

F-28

Table of Contents

9. Commitments and contingencies (continued)

Concentration of credit risk

We maintain our cash and cash equivalents at insured financial institutions. The combined account balances at each institution periodically exceed FDIC insurance coverage of $250,000, and, as a result, there is a concentration of credit risk related to amounts in excess of FDIC insurance coverage. We have not experienced any losses to date on our invested cash.

We are dependent on rental income from relatively few tenants in the life science industry. The inability of any single tenant to make its lease payments could adversely affect our operations. As of December 31, 2010, we held 453 leases with a total of 373 tenants and 73 of our 167 properties were each leased to a single tenant. At December 31, 2010, our three largest tenants accounted for approximately 14.1% of our aggregate annualized base rent.

We generally do not require collateral or other security from our tenants, other than security deposits. In addition to security deposits held in cash, we held approximately $31.1 million in irrevocable letters of credit available from certain tenants as security deposits for 159 leases as of December 31, 2010.

Commitments

As of December 31, 2010, remaining aggregate costs under contracts for the construction of properties undergoing development and redevelopment and generic life science laboratory infrastructure improvements under the terms of leases approximated $107.5 million. We expect payments for these obligations to occur over the next one to three years, subject to capital planning adjustments from time to time. We were also committed to fund approximately $52.1 million for certain investments over the next six years.

As of December 31, 2010, we were committed under the terms of ground leases for 21 of our properties and land development parcels. These lease obligations aggregate approximately $7.6 million in 2011, $8.2 million in 2012, $8.7 million in 2013, $8.5 million in 2014, $8.3 million in 2015, and $572.7 million thereafter, and have remaining lease terms from 22 to 95 years, exclusive of extension options. In addition, as of December 31, 2010, we were committed under the terms of certain operating leases for our headquarters and field offices. These lease obligations totaling approximately $3.4 million as of December 31, 2010 have remaining lease terms of less than one year up to nine years, exclusive of extension options.

10. Issuances of common stock

In September 2010, we sold 5,175,000 shares of our common stock in a follow-on offering (including 675,000 shares issued upon full exercise of the underwriters’ over-allotment option). The shares were issued at a price of $69.25 per share, resulting in aggregate proceeds of approximately $342.3 million (after deducting underwriters’ discounts and other offering costs).

In June 2010, we completed our Exchange Offer. Pursuant to the terms of the Exchange Offer, we issued 5,620,256 shares of our common stock and paid approximately $41.9 million in cash, as consideration for the exchange of approximately $232.7 million of our 8.00% Unsecured Convertible Notes. See Note 7, Unsecured Convertible Notes.

F-29

Table of Contents

11. Preferred stock and excess stock

Series C Preferred Stock

In June 2004, we completed a public offering of 5,185,500 shares of our Series C Preferred Stock (including the shares issued upon exercise of the underwriters’ over-allotment option). The shares were issued at a price of $25.00 per share, resulting in aggregate proceeds of approximately $124.0 million (after deducting underwriters’ discounts and other offering costs). The dividends on our Series C Preferred Stock are cumulative and accrue from the date of original issuance. We pay dividends quarterly in arrears at an annual rate of $2.09375 per share. Our Series C Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption, and were not redeemable prior to June 29, 2009, except in order to preserve our status as a REIT. Investors in our Series C Preferred Stock generally have no voting rights. On or after June 29, 2009, we may, at our option, redeem our Series C Preferred Stock, in whole or in part, at any time for cash at a redemption price of $25.00 per share, plus accrued and unpaid dividends.

Series D Convertible Preferred Stock

In March and April 2008, we completed a public offering of 10,000,000 shares of Series D Convertible Preferred Stock. The shares were issued at a price of $25.00 per share, resulting in aggregate proceeds of approximately $242 million (after deducting underwriters’ discounts and other offering costs). The proceeds from this offering were used to pay down outstanding borrowings on our unsecured line of credit. The dividends on our Series D Convertible Preferred Stock are cumulative and accrue from the date of original issuance. We pay dividends quarterly in arrears at an annual rate of $1.75 per share. Our Series D Convertible Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption provisions and we are not allowed to redeem our Series D Convertible Preferred Stock, except to preserve our status as a REIT. Investors in our Series D Convertible Preferred Stock generally have no voting rights. On or after April 20, 2013, we may, at our option, be able to cause some or all of our Series D Convertible Preferred Stock to be automatically converted if the closing sale price per share of our common stock equals or exceeds 150% of the then-applicable conversion price of the Series D Convertible Preferred Stock for at least 20 trading days in a period of 30 consecutive trading days ending on the trading day immediately prior to our issuance of a press release announcing the exercise of our conversion option. Holders of our Series D Convertible Preferred Stock, at their option, may, at any time and from time to time, convert some or all of their outstanding shares initially at a conversion rate of 0.2477 shares of common stock per $25.00 liquidation preference, which was equivalent to an initial conversion price of approximately $100.93 per share of common stock. The conversion rate for the Series D Convertible Preferred Stock is subject to adjustments for certain events, including, but not limited to certain dividends on our common stock in excess of $0.78 per share per quarter and dividends on our common stock payable in shares of our common stock. As of December 31, 2010 the Series D Convertible Preferred Stock had a conversion rate of approximately 0.2480 shares of common stock per $25.00 liquidation preference, which is equivalent to a conversion price of approximately $100.81 per share of common stock.

Preferred stock and excess stock authorizations

Our charter authorizes the issuance of up to 100,000,000 shares of preferred stock, of which 15,185,500 shares were issued and outstanding as of December 31, 2010. In addition, 200,000,000 shares of “excess stock” (as defined) are authorized, none of which were issued and outstanding at December 31, 2010.

12. Stock plan

Restated 1997 stock plan

In 1997, we adopted a stock option and incentive plan for the purpose of attracting and retaining the highest quality personnel, providing for additional incentives and promoting the success of the Company by providing employees the opportunity to acquire common stock pursuant to (1) options to purchase common stock and (2) share awards. In May 2010, we amended and restated our 1997 stock option and incentive plan (the “Restated 1997 Stock Plan”) to increase the number of shares reserved for the grant of awards, implement a fungible reserve, and extend the term of the Restated 1997 Stock Plan until May 2020, among other amendments. As of December 31, 2010, a total of 3,019,340 shares were reserved for the granting of future options and share awards under the Restated 1997 Stock Plan.

Options under our plan have been granted at prices that are equal to the market value of the stock on the date of grant and expire ten years after the date of grant. The options outstanding under the Restated 1997 Stock Plan expire at various dates through October 2012. We have not granted any stock options since 2002.

F-30

Table of Contents

12. Stock plan (continued)

Restated 1997 stock plan (continued)

A summary of the stock option activity under our Restated 1997 Stock Plan and related information for the years ended December 31, 2010, 2009 and, 2008 follows:

	2010				2009				2008
	Stock Options		Weighted Average Exercise Price		Stock Options		Weighted Average Exercise Price		Stock Options		Weighted Average Exercise Price
Outstanding at beginning of year	118,225		$	43.55	186,054		$	43.88	255,345		$	41.80
Granted	–		–		–		–		–		–
Exercised	(66,375	)	43.34		(67,829	)	44.46		(69,291	)	36.22
Forfeited	–		–		–		–		–		–
Outstanding at end of year	51,850		$	43.82	118,225		$	43.55	186,054		$	43.88
Exercisable at end of year	51,850		$	43.82	118,225		$	43.55	186,054		$	43.88
Weighted average fair value of options granted			$	–			$	–			$	–

The following table summarizes information about stock options outstanding and exercisable at December 31, 2010:

Range of Exercise Prices	Weighted Average Exercise Price		Number of Options	Weighted Average Remaining Contractual Life
$37.00 - $43.00	$	39.50	16,850	0.8
$43.50 - $43.50	43.50		15,000	1.2
$47.69 - $47.69	47.69		20,000	1.5
$37.00 - $47.69	$	43.82	51,850	1.2

The aggregate intrinsic value of options outstanding as of December 31, 2010 was approximately $1.5 million.

In addition, the Restated 1997 Stock Plan permits us to issue share awards to our employees and non-employee directors. A share award is an award of common stock, that (i) may be fully vested upon issuance or (ii) may be subject to the risk of forfeiture under Section 83 of the Internal Revenue Code. Shares issued generally vest over a three-year period from the date of issuance and the sale of the shares is restricted prior to the date of vesting. The unearned portion of these awards is amortized as stock compensation expense on a straight-line basis over the vesting period.

As of December 31, 2010 and 2009 there were 489,010 and 455,182 shares, respectively, of nonvested awards outstanding. During 2010, we granted 308,528 shares of common stock, 271,450 share awards vested, and 3,250 shares were forfeited. During 2009, we granted 312,661 shares of common stock, 331,650 share awards vested, and 1,250 shares were forfeited. During 2008, we granted 230,663 shares of common stock, 209,523 share awards vested, and 3,675 shares were forfeited. The weighted average grant-date fair value of share awards granted during 2010 was approximately $69.03 per share, and the total fair value of share awards vested, based on the market price on the vesting date, was approximately $18.8 million. As of December 31, 2010, there was $28.6 million of unrecognized compensation related to nonvested share awards under the Restated 1997 Stock Plan, which is expected to be recognized over the next three years and has a weighted average period of approximately 13 months. Capitalized stock compensation was approximately $8,376,000, $8,774,000, and $7,019,000 in 2010, 2009, and 2008, respectively, and is included as a reduction of general and administrative costs in the accompanying consolidated statements of income.

F-31

Table of Contents

13. Noncontrolling interests

Noncontrolling interests represent the third party interests in certain entities in which we have a controlling interest. These entities own eight properties and three development parcels as of December 31, 2010 and are included in our consolidated financial statements. As of December 31, 2009, noncontrolling interests also included a third party interest in a VIE in which we had determined we were the primary beneficiary. On January 1, 2010, we deconsolidated the VIE upon adoption of the new VIE accounting literature. See “Variable Interest Entity” in Note 2 and “Investment in Unconsolidated Real Estate Entity” in Note 3 for further discussion on the VIE. Noncontrolling interests are adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses, and other comprehensive income or loss. Distributions, profits, and losses related to these entities are allocated in accordance with the respective operating agreements.

Certain of our noncontrolling interests have the right to require us to redeem their ownership interests in the respective entities. We classify these ownership interests in the entities as redeemable noncontrolling interests outside of total equity in the accompanying consolidated balance sheets. Redeemable noncontrolling interests are adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses and other comprehensive income or loss. Distributions, profits, and losses related to these entities are allocated in accordance with the respective operating agreements. If the carrying amount of a redeemable noncontrolling interest is less than the maximum redemption value at the balance sheet date, such amount is adjusted to the maximum redemption value. Subsequent declines in the redemption value are recognized only to the extent previously recorded increases have been recorded pursuant to the preceding sentence. As of December 31, 2010 and December 31, 2009, our redeemable noncontrolling interest balances were approximately $15.9 million and $41.4 million, respectively. Our remaining noncontrolling interests aggregating approximately $41.6 million and $41.2 million as of December 31, 2010 and December 31, 2009, respectively, do not have rights to require us to purchase their ownership interests and are classified in total equity in the accompanying consolidated balance sheets.

14. Non-cash transactions

During the year ended December 31, 2010, our non-cash transactions comprised of assumption of secured notes payable approximating $21.1 million and recording the value of acquired above and below market leases aggregating approximately $7.0 million net below market leases in connection with our 2010 acquisitions.

During the year ended December 31, 2008, building improvements and equipment aggregating $13.4 million were transferred to the Company in a non-cash transaction. The amount of building improvements and equipment recognized in this transaction were determined based upon the estimated fair value of the improvements received. This amount is also recognized as additional rental income amortized over the remaining term of the applicable lease.

F-32

Table of Contents

15. Discontinued operations and sales of land parcels

The following is a summary of income from discontinued operations, net and net assets of discontinued operations (in thousands):

	Year Ended December 31,
	2010		2009		2008
Total revenue	$	794	$	4,860	$	7,750
Operating expenses	423		904		1,869
Revenue less operating expenses	371		3,956		5,881
Interest expense	–		24		1,181
Depreciation expense	101		733		1,385
Income from discontinued operations before gain/loss on sales of real estate	270		3,199		3,315
Gain/loss on sales of real estate	24		2,627		15,751
Income from discontinued operations, net	$	294	$	5,826	$	19,066

	December 31,
	2010		2009
Properties “held for sale,” net	$	1,859	$	30,583
Other assets	90		1,591
Total assets	$	1,949	$	32,174
Total liabilities	133		1,596
Net assets of discontinued operations	$	1,816	$	30,578

Income from discontinued operations, net for the year ended December 31, 2010 includes the results of operations of one operating property that was classified as “held for sale” as of December 31, 2010 and the results of operations and gains related to the sale of one operating property sold during 2010. During the year ended December 31, 2010, we sold one property located in the Seattle market that had been classified as “held for sale” as of December 31, 2009. Income from discontinued operations, net for the year ended December 31, 2009 includes the results of operations of one operating property that was classified as “held for sale” as of December 31, 2010, the results of operations of one operating property sold in 2010, and results of operations and gain on sales of four operating properties sold during 2009. Income from discontinued operations, net for the year ended December 31, 2008 includes the results of operations of one property that was classified as “held for sale” as of December 31, 2010, the results of operations of one operating property sold in 2010, the results of operations of four operating properties sold during 2009, and the results of operations and gain on sales of eight operating properties sold during 2008. During the year ended December 31, 2008, we recorded a non-cash impairment charge of $4,650,000 related to an industrial building located in a suburban submarket south of Boston and an office building located in the San Diego market. We sold the industrial building located in a suburban submarket south of Boston and the office building located in the San Diego market later in 2008.

During the year ended December 31, 2010, we completed sales of land parcels in Mission Bay, San Francisco for an aggregate sales price of approximately $278 million at a gain of approximately $59.4 million. The land parcels we sold during the year ended December 31, 2010 did not meet the criteria for discontinued operations since the parcels did not have any significant operations prior to disposition. Pursuant to the presentation and disclosure literature on gains/losses on sales or disposals by REITs required by the SEC, gains or losses on sales or disposals by a REIT that do not qualify as discontinued operations are classified below income from discontinued operations in the income statement. Accordingly for the year ended December 31, 2010, we classified the $59.4 million gain on sales of land parcels below income from discontinued operations, net in the consolidated income statements.

F-33

Table of Contents

16. Quarterly financial data (unaudited)

The following is a summary of consolidated financial information on a quarterly basis for 2010 and 2009 (in thousands, except per share amounts):

	Quarter
	First		Second			Third		Fourth
2010
Revenues (1)	$	116,493	$	117,010		$	121,629	$	132,171
Net income (loss) attributable to Alexandria Real Estate Equities, Inc.’s common stockholders	$	20,542	$	(20,393	)	$	22,235	$	83,241

Earnings (loss) per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders:
Basic (2)	$	0.47	$	(0.45	)	$	0.45	$	1.52
Diluted (2)	$	0.47	$	(0.45	)	$	0.45	$	1.52

	Quarter
	First		Second		Third		Fourth
2009
Revenues (1)	$	131,435	$	120,917	$	115,760	$	115,060
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders	$	32,768	$	32,298	$	18,203	$	21,650

Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders:
Basic (2)	$	1.01	$	0.83	$	0.47	$	0.50
Diluted (2)	$	1.01	$	0.82	$	0.47	$	0.49

(1) All periods have been adjusted from amounts previously disclosed in our quarterly filings on Form 10-Q’s to reclassify amounts related to discontinued operations. See Note 15, Discontinued Operations and Sales of Land Parcels.

(2) Quarterly earnings per common share amounts may not total to the annual amounts due to rounding and due to the change in the number of common shares outstanding.

17. Subsequent events

In February 2011, we closed on an unsecured term loan for $250 million. The unsecured term loan bears interest at LIBOR or the specified base rate, plus in either case a margin specified in the loan agreement. The applicable margin for the unsecured term loan was initially set at 2.0% at the time of closing. The maturity date for the unsecured term loan is January 2015, assuming we exercise our sole right to extend the maturity date by an additional 11 months. The net proceeds from this loan was used to reduce outstanding borrowings on our unsecured line of credit.

F-34

Table of Contents

Alexandria Real Estate Equities, Inc.

Schedule III

Consolidated Financial Statement Schedule of Rental Properties and Accumulated Depreciation

December 31, 2010

(Dollars in thousands)

				Costs
				Capitalized
				Subsequent
		Initial Costs		to Acquisition	Total Costs
			Buildings &	Buildings &		Buildings &		Accumulated					Date of	Date
Property	Market	Land	Improvements	Improvements	Land	Improvements	Total (17)	Depreciation (1)		Encumbrances			Construction (2)	Acquired

129/161/165 North Hill Avenue & 6 Thomas	California - San Diego	3,091	5,546	14,761	3,091	20,307	23,398	(4,331	)	$	-		2002/2008	1999/2006
10931/10933 North Torrey Pines Road	California - San Diego	1,321	5,960	8,034	1,321	13,994	15,315	(4,541	)	-			2009	1994
3010 Science Park Road	California - San Diego	1,013	-	17,248	1,013	17,248	18,261	(8,360	)	20,487		(6)	2000	1994
10975 North Torrey Pines Road	California - San Diego	620	9,531	9,747	620	19,278	19,898	(3,797	)	-			2005	1994
11025/11035/11045 Roselle Street	California - San Diego	1,672	8,709	9,804	1,672	18,513	20,185	(3,736	)	8,283		(4)	1998/2006/2008	1997/2000/2000
4757/4767 Nexus Centre Drive	California - San Diego	4,796	24,590	15,468	4,796	40,058	44,854	(10,007	)	20,504			1989/2006	1998
3530/3550 John Hopkins Court & 3535/3565 General Atomics Court	California - San Diego	3,878	27,600	24,214	3,878	51,814	55,692	(16,127	)	-			2000/1999/2010/2009	1997/1997/1994/1994
6146/6166 Nancy Ridge Drive	California - San Diego	1,248	3,839	4,506	1,248	8,345	9,593	(4,066	)	-			2001/1997	1998
10505 Roselle Street & 3770 Tansy Street	California - San Diego	1,095	3,074	3,862	1,095	6,936	8,031	(3,222	)	-			1999	1998
9363/9373/9393 Towne Centre Drive	California - San Diego	853	26,861	17,319	853	44,180	45,033	(12,381	)	36,881		(3)	2003/2000/2010	1999
9880 Campus Point Drive	California - San Diego	4,246	16,165	19,996	4,246	36,161	40,407	(4,915	)	8,500			2005	2001
6138-6150 Nancy Ridge Drive	California - San Diego	1,984	10,397	243	1,984	10,640	12,624	(1,847	)	12,365		(3)	2001	2003
5810-5820 Nancy Ridge Drive	California - San Diego	3,492	18,285	680	3,492	18,965	22,457	(2,969	)	-			2000	2004
13112 Evening Creek Drive	California - San Diego	7,393	27,950	53	7,393	28,003	35,396	(2,556	)	12,965		(6)	2007	2007
3115/3215 Merryfield Row	California - San Diego	19,576	78,438	3,346	19,576	81,784	101,360	(7,124	)	-			2001	2007
6175/6225/6275 Nancy Ridge Drive	California - San Diego	3,914	13,870	783	3,914	14,653	18,567	(2,351	)	-			1995/2005/1995	2007
7330 Carroll Road	California - San Diego	2,650	19,878	284	2,650	20,162	22,812	(219	)	-			2007	2010
5200 Research Place	California - San Diego	17,329	96,606	703	17,329	97,309	114,638	(739	)	-			2004	2010
5871 Oberlin Drive	California - San Diego	1,349	8,016	111	1,349	8,127	9,476	(17	)	7,125		(15)	2004	2010
3985 Sorrento Valley Boulevard	California - San Diego	2,422	15,456	140	2,422	15,596	18,018	(35	)	8,399		(16)	2007	2010
10300 Campus Point Drive	California - San Diego	8,854	50,782	1,713	8,854	52,495	61,349	(194	)	-			2009	2010
849/863 Mitten Road & 866 Malcolm Road	California - San Francisco Bay	3,211	8,665	12,606	3,211	21,271	24,482	(5,845	)	-			2002	1998
2625/2627/2631 Hanover Street	California - San Francisco Bay	-	6,628	8,520	-	15,148	15,148	(6,047	)	-			2000	1999
2425 Garcia Ave & 2400/2450 Bayshore Pky	California - San Francisco Bay	-	21,323	22,940	-	44,263	44,263	(11,869	)	-			2008	1999
341/343 Oyster Point Blvd	California - San Francisco Bay	7,038	-	23,904	7,038	23,904	30,942	(11,535	)	-			2009/2001	2000
901/951 Gateway Boulevard	California - San Francisco Bay	11,917	38,417	237	11,917	38,654	50,571	(10,051	)	56,878		(5)	2000/2002	2002
681 Gateway Boulevard	California - San Francisco Bay	8,250	33,846	4,277	8,250	38,123	46,373	(5,164	)	48,109		(5)	2006	2002
3165 Porter Drive	California - San Francisco Bay	-	19,154	1,302	-	20,456	20,456	(3,568	)	22,080		(3)	2002	2003
249 E. Grand Avenue	California - San Francisco Bay	6,166	-	50,513	6,166	50,513	56,679	(3,172	)	-			2008	N/A
1700 Owens Street	California - San Francisco Bay	7,228	-	82,291	7,228	82,291	89,519	(7,535	)	-			2007	N/A
1500 Owens Street	California - San Francisco Bay	6,292	-	60,838	6,292	60,838	67,130	(1,959	)	-			2007	N/A
455 Mission Bay Boulevard	California - San Francisco Bay	7,585	-	61,779	7,585	61,779	69,364	(1,345	)	-			2007	N/A
7000 Shoreline Court	California - San Francisco Bay	7,038	39,704	5,106	7,038	44,810	51,848	(7,127	)	33,416		(5)	2001	2004
3350 W. Bayshore Road	California - San Francisco Bay	4,800	6,693	9,564	4,800	16,257	21,057	(1,740	)	-			1982	2005
75 & 125 Shoreway Road	California - San Francisco Bay	6,617	7,091	10,182	6,617	17,273	23,890	(1,381	)	-			2008	2006
600/630/650 Gateway Boulevard	California - San Francisco Bay	25,258	48,796	5,784	25,258	54,580	79,838	(5,514	)	-			2002	2006
500 Forbes Boulevard	California - San Francisco Bay	38,911	75,337	13,604	38,911	88,941	127,852	(7,606	)	-			2001	2007
79/96 Charelstown Navy Yard	Greater Boston	-	-	9,205	-	9,205	9,205	(2,048	)	5,068		(9)	1991	1998
60 Westview Street	Greater Boston	960	3,032	9,158	960	12,190	13,150	(2,443	)	-			2003	1998
One Innovation Drive	Greater Boston	2,734	14,567	5,956	2,734	20,523	23,257	(6,451	)	-			1991	1999
377 Plantation Street	Greater Boston	2,352	14,173	3,004	2,352	17,177	19,529	(6,263	)	-			1993	1998
381 Plantation Street	Greater Boston	651	-	20,973	651	20,973	21,624	(9,490	)	-			2000	2000
500 Arsenal Street	Greater Boston	1,635	3,559	8,130	1,635	11,689	13,324	(10,329	)	-			2001	2000
29 Hartwell Avenue	Greater Boston	1,475	7,194	11,429	1,475	18,623	20,098	(7,798	)	13,294		(9)	2002	2001
780/790 Memorial Drive	Greater Boston	-	-	43,417	-	43,417	43,417	(12,972	)	-			2002	2001
480 Arsenal	Greater Boston	6,413	5,457	44,691	6,413	50,148	56,561	(8,202	)	-			2003	2001
35 Hartwell Avenue	Greater Boston	2,567	4,522	9,764	2,567	14,286	16,853	(3,085	)	12,272		(3)	2004	2003
306 Belmont Street	Greater Boston	1,578	10,195	1,048	1,578	11,243	12,821	(1,850	)	-			2003	2004
350 Plantation Street	Greater Boston	228	1,501	328	228	1,829	2,057	(367	)	-			2003	2004
35 Wiggins Avenue	Greater Boston	876	5,033	185	876	5,218	6,094	(790	)	-			1997	2004
30 Bearfoot Road	Greater Boston	1,220	22,375	44	1,220	22,419	23,639	(3,269	)	-			2000	2005
100 Beaver Street	Greater Boston	1,466	9,046	8,557	1,466	17,603	19,069	(2,207	)	-			2006	2005
44 Hartwell Avenue	Greater Boston	1,341	8,448	659	1,341	9,107	10,448	(1,241	)	-			2000	2005
19 Presidential Way	Greater Boston	12,833	27,333	64	12,833	27,397	40,230	(3,880	)	-			1999	2005
13-15 DeAngelo Drive	Greater Boston	750	3,312	54	750	3,366	4,116	(474	)	2,237		(10)	2001	2005
161 First Street	Greater Boston	2,749	7,679	7,716	2,749	15,395	18,144	(1,781	)	-			2006	2005
155 Fortune Boulevard	Greater Boston	1,440	5,238	15	1,440	5,253	6,693	(722	)	-			1996	2005
45-47 Wiggins Ave	Greater Boston	893	4,000	6,582	893	10,582	11,475	(927	)	1,464		(11)	2008	2005
167 Sidney Street	Greater Boston	-	3,554	7,114	-	10,668	10,668	(954	)	-			2006	2005
6-8 Preston Court	Greater Boston	1,278	7,057	488	1,278	7,545	8,823	(968	)	-			2000	2005
300 Third Street	Greater Boston	-	54,481	17,482	-	71,963	71,963	(9,156	)	-			2001	2006
130 Forbes Boulevard	Greater Boston	2,342	9,890	795	2,342	10,685	13,027	(1,590	)	-			2006	2006
Technology Square	Greater Boston	-	619,658	54,427	-	674,085	674,085	(69,001	)	217,479		(12)	1999-2009	2006
99 Erie Street	Greater Boston	-	9,059	604	-	9,663	9,663	(984	)	-			1998	2006
111 Forbes Boulevard	Greater Boston	804	5,835	1,213	804	7,048	7,852	(675	)	-			2006	2007
215 First Street	Greater Boston	37,580	46,273	26,778	37,580	73,052	110,632	(4,458	)	-			2000	2007
3 Preston Court	Greater Boston	1,049	2,310	4,881	1,049	7,190	8,239	(47	)	-			2010	2008

F-35

Table of Contents

Alexandria Real Estate Equities, Inc.

Schedule III (continued)

Consolidated Financial Statement Schedule of Rental Properties and Accumulated Depreciation

December 31, 2010

(Dollars in thousands)

				Costs
				Capitalized
				Subsequent
		Initial Costs		to Acquisition	Total Costs
			Buildings &	Buildings &		Buildings &		Accumulated					Date of	Date
Property	Market	Land	Improvements	Improvements	Land	Improvements	Total (17)	Depreciation (1)		Encumbrances			Construction (2)	Acquired

International - Canada	International - Canada	3,408	21,726	109	3,408	21,835	25,243	(3,179	)	-			2004	2005
International - Canada	International - Canada	8,138	24,534	117	8,138	24,651	32,789	(3,128	)	-			1999	2005
International - Canada	International - Canada	2,653	9,872	330	2,653	10,202	12,855	(1,275	)	-			2003	2005
International - Canada	International - Canada	2,398	4,928	9,895	2,398	14,823	17,221	(1,078	)	-			2008	2007
5100 Campus Drive	NYC/New Jersey/Suburban Philadelphia	327	2,117	596	327	2,713	3,040	(946	)	2,290		(9)	1989	1998
5110 Campus Drive	NYC/New Jersey/Suburban Philadelphia	327	2,117	183	327	2,300	2,627	(768	)	2,734		(9)	1989	1998
702 Electronic Drive	NYC/New Jersey/Suburban Philadelphia	600	3,110	3,859	600	6,969	7,569	(4,194	)	-			1998	1998
210 Welsh Pool Road	NYC/New Jersey/Suburban Philadelphia	621	4,258	2,971	621	7,229	7,850	(818	)	-			1968	2004
200 Lawrence Road	NYC/New Jersey/Suburban Philadelphia	1,289	12,039	135	1,289	12,174	13,463	(2,112	)	-			2004	2004
102 Witmer Road	NYC/New Jersey/Suburban Philadelphia	1,625	19,715	5,646	1,625	25,361	26,986	(3,378	)	-			2002	2006
701 Veterans Circle	NYC/New Jersey/Suburban Philadelphia	1,468	7,885	24	1,468	7,909	9,377	(655	)	-			2007	2007
100 Phillips Parkway	NYC/New Jersey/Suburban Philadelphia	1,840	2,298	14,577	1,840	16,875	18,715	(6,400	)	10,404		(9)	1999	1998
279 Princeton Road	NYC/New Jersey/Suburban Philadelphia	1,075	1,438	4,647	1,075	6,085	7,160	(2,862	)	-			1999	1998
450 E. 29th Street	NYC/New Jersey/Suburban Philadelphia	-	-	254,959	-	254,959	254,959	(1,952	)	-			2010	N/A
100 Capitola Drive	Southeast	337	5,794	3,920	337	9,714	10,051	(2,654	)	-			1986	1998
800/801 Capitola Drive	Southeast	576	11,688	16,413	576	28,101	28,677	(11,050	)	-			1985/2009	1998
5 Triangle Drive	Southeast	161	3,409	2,745	161	6,154	6,315	(1,432	)	-			1981	1998
108/110/112/114 Alexander Road	Southeast	-	376	41,336	-	41,712	41,712	(5,711	)	-			2000	1999
7010/7020/7030 Kit Creek	Southeast	1,065	21,218	18,277	1,065	39,495	40,560	(6,882	)	-			2005/2005/2008	2000
2525 E. NC Highway 54	Southeast	713	12,827	729	713	13,556	14,269	(2,210	)	7,756			1995	2004
601 Keystone Park Drive	Southeast	785	11,546	5,054	785	16,600	17,385	(1,430	)	-			2009	2006
555 Heritage Drive	Southeast	2,919	5,311	11,640	2,919	16,951	19,870	(648	)	-			2010	2006
401 Professional Drive	Suburban Washington, D.C.	1,129	6,941	4,094	1,129	11,035	12,164	(2,937	)	-			2007	1996
25/35/45 West Watkins Mill Road	Suburban Washington, D.C.	3,281	14,416	1,867	3,281	16,283	19,564	(5,354	)	-			1997	1996
1330 Piccard Drive	Suburban Washington, D.C.	2,800	11,533	25,937	2,800	37,470	40,270	(8,069	)	-			2005	1997
708 Quince Orchard Road	Suburban Washington, D.C.	1,267	3,031	6,447	1,267	9,478	10,745	(6,468	)	-			2008	1997
1405/1413 Research Boulevard	Suburban Washington, D.C.	3,850	31,557	17,361	3,850	48,918	52,768	(11,898	)	-			2006/2000	1997/1996
1500/1550 East Gude Drive	Suburban Washington, D.C.	1,523	7,731	3,017	1,523	10,748	12,271	(3,747	)	12,121		(7)	2003/1995	1997
8000/9000/10000 Virginia Manor Road	Suburban Washington, D.C.	-	13,679	2,545	-	16,224	16,224	(5,791	)	15,016		(7)	2003	1998
1201 Clopper Road	Suburban Washington, D.C.	2,463	493	23,593	2,463	24,086	26,549	(10,601	)	14,959		(8)	2007	1998
19/20/22 Firstfield Road	Suburban Washington, D.C.	2,294	13,425	16,145	2,294	29,570	31,864	(8,151	)	-			2000/2001/2003	1998/2000/2000
1300 Quince Orchard Road	Suburban Washington, D.C.	970	5,138	232	970	5,370	6,340	(1,475	)	-			2003	2000
930/940 Clopper Road	Suburban Washington, D.C.	1,883	9,370	4,177	1,883	13,547	15,430	(4,424	)	10,422		(8)	1992/2009	2001/1997
5 Research Place	Suburban Washington, D.C.	1,466	5,708	19,865	1,466	25,573	27,039	(3,185	)	-			2010	2001
9 W. Watkins Mill Road	Suburban Washington, D.C.	2,773	23,906	5,385	2,773	29,291	32,064	(4,069	)	-			1999	2004
12301 Parklawn Drive	Suburban Washington, D.C.	1,476	7,267	101	1,476	7,368	8,844	(1,161	)	-			2007	2004
15010 Broschart Road	Suburban Washington, D.C.	1,360	2,989	567	1,360	3,556	4,916	(1,073	)	-			1999	2004
9920 Medical Center Drive	Suburban Washington, D.C.	-	8,271	87	-	8,358	8,358	(1,303	)	-			2002	2004
5 Research Court	Suburban Washington, D.C.	1,647	13,258	4,786	1,647	18,044	19,691	(4,439	)	-			2007	2004
910 Clopper Road	Suburban Washington, D.C.	5,527	26,365	7,553	5,527	33,918	39,445	(5,400	)	-			2005	2004
9800 Medical Center Drive	Suburban Washington, D.C.	7,313	72,736	31,420	7,313	104,156	111,469	(22,762	)	76,000			2002-2010	2004
620 Professional Drive	Suburban Washington, D.C.	784	4,705	196	784	4,901	5,685	(700	)	2,978		(13)	2003	2005
16020 Industrial Drive	Suburban Washington, D.C.	2,924	19,664	536	2,924	20,200	23,124	(2,644	)	-			1983	2005
14920 Broschart Road	Suburban Washington, D.C.	2,328	10,185	213	2,328	10,398	12,726	(106	)	6,559		(14)	1998	2010
950 Wind River Lane	Suburban Washington, D.C.	2,000	11,000	1,050	2,000	12,050	14,050	-		-			2009	2010
14225 Newbrook Drive	Suburban Washington, D.C.	4,800	27,639	390	4,800	28,029	32,829	(9,667	)	29,592		(6)	2006	1997
1124 Columbia Street	Washington - Seattle	2,767	22,916	26,817	2,767	49,733	52,500	(16,396	)	-			1997	1996
3000/3018 Western Avenue	Washington - Seattle	1,432	7,497	13,331	1,432	20,828	22,260	(5,242	)	-			2000	1998
1201/1208 Eastlake Avenue	Washington - Seattle	5,810	47,149	14,955	5,810	62,104	67,914	(12,524	)	43,745		(6)	1997	2002
1616 Eastlake Avenue	Washington - Seattle	6,940	-	62,676	6,940	62,676	69,616	(10,732	)	-			2004	N/A
410 W. Harrison/410 Elliott Avenue West	Washington - Seattle	3,857	1,989	10,334	3,857	12,323	16,180	(1,253	)	-			2008/2006	2004
1551 Eastlake Avenue	Washington - Seattle	8,525	20,064	408	8,525	20,472	28,997	(3,059	)	-			2000	2004
1600 Fairview Avenue	Washington - Seattle	2,212	6,788	5,937	2,212	12,725	14,937	(1,213	)	-			2007	2005
199 E. Blaine Street	Washington - Seattle	6,528	-	71,631	6,528	71,631	78,159	(1,756	)	960			2010	N/A
1201 & 1209 Mercer St	Washington - Seattle	5,032	1,111	1	5,032	1,112	6,144	(803	)	-			1998	2007
801 Dexter Avenue North	Washington - Seattle	4,295	3,914	174	4,295	4,088	8,383	(451	)	-			1996	2007
Various	Various	1,038	6,595	127,395	1,038	133,987	135,025	(12,978	)	7,527

		456,940	2,349,224	1,740,608	456,940	4,089,829	4,546,769	(616,007	)	$	790,869

F-36

Table of Contents

Alexandria Real Estate Equities, Inc.

Schedule III (continued)

Consolidated Financial Statement Schedule of Rental Properties and Accumulated Depreciation

December 31, 2010

(Dollars in thousands)

(1)		The depreciable life for buildings and improvements ranges from 30 to 40 years, 20 for land improvements, and the term of the respective lease for tenant improvement.
(2)		Represents the later of date of original construction or date of latest renovation.
(3)		Loan of $83,599 secured by six properties identified by this reference.
(4)		Loan of $8,283 secured by three properties identified by this reference.
(5)		Loan of $138,403 secured by four properties identified by this reference.
(6)		Loan of $118,763 secured by six properties identified by this reference.
(7)		Loan of $27,137 secured by three properties identified by this reference.
(8)		Loan of $25,381 secured by three properties identified by this reference.
(9)		Loan of $33,790 secured by five properties identified by this reference.
(10)		The balance shown includes an unamortized premium of $40.
(11)		The balance shown includes an unamortized premium of $19.
(12)		The balance shown includes an unamortized discount of $2,143.
(13)		The balance shown includes an unamortized premium of $36.
(14)		The balance shown includes an unamortized premium of $274.
(15)		The balance shown includes an unamortized premium of $269.
(16)		The balance shown includes an unamortized premium of $401.
(17)		The aggregate cost of real estate for federal income tax purposes is not materially different from the cost basis under GAAP (unaudited).

F-37

Table of Contents

Alexandria Real Estate Equities, Inc.

Schedule III (continued)

Consolidated Financial Statement Schedule of Rental Properties and Accumulated Depreciation

December 31, 2010

(Dollars in thousands)

A summary of activity of consolidated rental properties and accumulated depreciation is as follows (in thousands):

	Rental Properties
	December 31,
	2010			2009			2008
Balance at beginning of period	$	3,903,955		$	3,644,413		$	3,413,314
Purchase of rental properties	258,279			-			8,409
Sale of rental properties	(16,625		)	(20,842		)	(84,886		)
Additions and net transfers from land held for future development and construction in progress	401,160			280,384			307,576
Balance at end of period	$	4,546,769		$	3,903,955		$	3,644,413

	Accumulated Depreciation
	December 31,
	2010			2009			2008
Balance at beginning of period	$	520,647		$	428,690		$	356,018
Depreciation expense on properties	102,165			98,351			89,506
Sale of properties	(6,805		)	(6,394		)	(16,834		)
Balance at end of period	$	616,007		$	520,647		$	428,690

F-38

EXHIBIT 10.7

ALEXANDRIA REAL ESTATE EQUITIES, INC.

2000 DEFERRED COMPENSATION PLAN

ORIGINAL EFFECTIVE DATE: DECEMBER 1, 2000

AMENDED AND RESTATED EFFECTIVE: JANUARY 1, 2010

TABLE OF CONTENTS

			PAGE

ARTICLE I		INTRODUCTION AND PURPOSE		1
ARTICLE II		DEFINITIONS		1
2.1	Definitions			1
2.2	Terms			6
ARTICLE III		PARTICIPATION		6
3.1	Commencement of Participation			6
3.2	Continuation of Participation			6
ARTICLE IV		CONTRIBUTIONS AND ELECTIONS		6
4.1	Compensation Deferrals			6
4.2	Matching Contributions			7
4.3	Company Contribution			7
4.4	Time and Form of Contributions to Trust			8
ARTICLE V		VESTING		8
5.1	Vesting			8
ARTICLE VI		ACCOUNTS		9
6.1	Accounts			9
6.2	Benchmark Investment Elections for DCP Amounts			9
6.3	Deemed Investment of VIP Amounts			9
6.4	Valuation			11
6.5	Forfeitures			11
ARTICLE VII		DISTRIBUTIONS		11
7.1	Distribution Election			11
7.2	Payment Options			12
7.3	Commencement of Payment			12
7.4	Early Distribution of Section 409A Grandfathered Amounts			14
7.5	Termination of Employment and Change in Service Capacity			14
ARTICLE VIII		BENEFICIARIES		16
8.1	Beneficiaries			16
8.2	Lost Participants and Beneficiaries			16
8.3	Enforceability of Beneficiary Designations			16

TABLE OF CONTENTS

(CONTINUED)

			PAGE

ARTICLE IX		FUNDING		17
9.1	Prohibition Against Funding			17
9.2	Deposits in Trust			17
ARTICLE X		ADMINISTRATION		17
10.1	Plan Administration			17
10.2	Administrator			18
10.3	Claims Procedures			18
ARTICLE XI		GENERAL PROVISIONS		20
11.1	No Assignment			20
11.2	No Employment Rights			21
11.3	Incompetence			21
11.4	Identity			21
11.5	Other Benefits			21
11.6	No Liability			21
11.7	Expenses			21
11.8	Amendment and Termination			22
11.9	Company Determinations			22
11.10	Arbitration			22
11.11	Debt Offsets			22
11.12	Construction			23
11.13	Governing Law			23
11.14	Severability			23
11.15	Headings			23

ii.

ALEXANDRIA REAL ESTATE EQUITIES, INC.

2000 DEFERRED COMPENSATION PLAN

ARTICLE I

INTRODUCTION AND PURPOSE

This Plan was originally adopted by the Company effective as of December 1, 2000. The Plan was amended and restated effective as of January 1, 2005 and was subsequently amended and restated effective as of January 1, 2010. As part of the January 1, 2005 amendment and restatement, certain provisions of the Company’s 2000 Venture Investment Deferred Compensation Plan (the “VIP” ) were incorporated into the provisions of this Plan.

Any amounts deferred by a Participant under the VIP prior to January 1, 2005, as adjusted for any gains and losses credited with respect to such amounts as a result of their deemed investment in the applicable Venture Investments, shall be credited to the Participant’s VIP Grandfathered Account under this Plan. Any amounts deferred under the VIP on or after January 1, 2005 shall be considered to have been deferred under this Plan.

The purpose of the Plan is to provide key Employees supplemental retirement and tax benefits through the deferral of compensation. The Plan is intended to be a “plan which is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, and shall be interpreted and administered to the extent possible in a manner consistent with that intent. The Plan is intended to be administered in compliance with Section 409A of the Code with respect to all Section 409A Non-Grandfathered Amounts, and the provisions of the Plan regarding Section 409A Grandfathered Amounts are intended to be administered so as not to subject such amounts to Section 409A of the Code.

ARTICLE II

DEFINITIONS

2.1 Definitions. The following terms have the meanings set forth herein, unless the context otherwise requires:

Account . The bookkeeping account established for each Participant as provided in Section 6.1. The term includes Fixed Date Accounts (which may include a DCP Fixed Date Subaccount and VIP Fixed Date Subaccount), Retirement Accounts (which may include a DCP Retirement Subaccount and VIP Retirement Subaccount) and VIP Grandfathered Accounts, unless the context otherwise requires.

Administrator . The Chief Executive Officer and the Chief Financial Officer of the Company, each of whom may act as the Administrator individually; provided, however , that each may not act as the Administrator in making decisions with respect to his or her own Account.

Affiliate . Any firm, partnership, limited liability partnership, corporation or limited liability corporation that (i) directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with the Company or (ii) is otherwise authorized by the Company’s Board of Directors to be considered the Company for purposes of the Plan.

Benchmark Investment Fund . The investment fund or funds selected by the Administrator from time to time.

Benchmark Return . The amount of any increase or decrease in the balance of a Participant’s Account reflecting the gain or loss, net of any expenses, on the assets deemed invested in each Benchmark Investment Fund by the Participant from time to time.

Change of Control . The occurrence of any of the following events:

(a) Any Person (as such term is used in section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the Beneficial Owner, as such term is defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

(b) The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board of Directors of the Company and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(c) There is consummated a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation, continue to own, in combination

with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least seventy-five percent (75%) of the combined voting power of the securities of the Company (or the surviving entity or any parent thereof) outstanding immediately after such merger or consolidation in substantially the same proportions as their ownership of the Company immediately prior to such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

(d) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least seventy-five (75%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

Code . The Internal Revenue Code of 1986, as amended from time to time, and the regulations and other applicable guidance promulgated thereunder.

Company . Alexandria Real Estate Equities, Inc., a Maryland corporation.

Company Contribution . A discretionary contribution that is credited to one or more of a Participant’s Accounts in accordance with the terms of Section 4.3.

Compensation . A Participant’s annual base salary and bonuses from the Company. For purposes of the Plan, Compensation will be determined before giving effect to Compensation Deferrals and other salary reduction amounts which are not included in the Participant’s gross income under Sections 125, 401(k), 402(h) or 403(b) of the Code.

Compensation Deferrals . The portion of Compensation that a Participant elects to defer in accordance with Section 4.1.

DCP Amounts . The aggregate amount of Compensation Deferrals credited to a Participant’s DCP Fixed Date Subaccount and DCP Retirement Subaccount.

Effective Date . December 1, 2000.

Eligible Employee . An Employee of the Company who satisfies the following requirements on any date when a determination of Eligible Employees is made for purposes of the Plan: (i) the Employee is selected and designated as an Eligible Employee in writing by the Company, in its sole discretion; (ii) the Employee has a base salary equal to or exceeding $175,000 for Plan Years commencing on or after January 1, 2010; and (iii) the Employee is an accredited investor for purposes of Regulation D promulgated under the Securities Act of 1933,

as amended (the “Securities Act”). The Administrator shall have sole and absolute discretion in determining whether or not an Employee is, at any time, an accredited investor for purposes of Regulation D promulgated under the Securities Act, based on a completed accredited investor questionnaire and such other information as the Administrator considers to be relevant.

Employee . Any person employed by the Company.

ERISA . Employee Retirement Income Security Act of 1974, as amended.

Fixed Date Account . An Account established for a Participant with distributions to be made on a date certain, which is specified by the Participant in a Participation Election Form. A Fixed Date Account may include a subaccount for amounts deemed to be invested in Benchmark Investment Funds (a “DCP Fixed Date Subaccount”) and a subaccount for amounts deemed to be invested in Venture Investments (a “VIP Fixed Date Subaccount”).

Matching Contribution . A contribution that is credited to one or more of a Participant’s Accounts in accordance with the terms of Section 4.2.

Participant . An Eligible Employee who has submitted a Participation Election Form agreeing to participate in the Plan and whose Account has not been fully paid out.

Participation Election Form . The separate written agreement, submitted to the Administrator, by which an Eligible Employee agrees to participate in the Plan and indicates all necessary information to establish the Account(s) for such Eligible Employee as a Participant under the Plan, including, but not limited to, the amount of Compensation Deferrals and the designation of his or her Account(s) as Retirement or Fixed Date.

Plan . The Alexandria Real Estate Equities, Inc. 2000 Deferred Compensation Plan.

Plan Year . The calendar year.

Retirement Account . An Account established for a Participant from which distributions are to be made following termination of employment with the Company. A Retirement Account may include a subaccount for amounts deemed to be invested in Benchmark Investment Funds (a “DCP Retirement Subaccount”) and a subaccount for amounts deemed to be invested in Venture Investments (a “VIP Retirement Subaccount”).

Section 409A Grandfathered Amount. Any (i) Compensation Deferrals and Matching Contributions, as adjusted for any related Benchmark Returns on such amounts, that were credited to a Participant’s Account(s) under the Plan prior to January 1, 2005, (ii) amounts deferred under the VIP prior to January 1, 2005, as adjusted for any gains and losses credited with respect to such amounts as a result of their deemed investment in Venture Investments and (iii) amounts initially deferred under the VIP prior to January 1, 2005 (as adjusted for any gains and losses credited with respect to such amounts as a result of their deemed investment in Venture Investments) that are further deferred and credited to the Participant’s DCP Fixed Date Subaccount or DCP Retirement Subaccount under this Plan on or after January 1, 2005 following

a VIP Event in accordance with the Plan, as adjusted for any related Benchmark Returns on such amounts.

Section 409A Non-Grandfathered Amount. Any Compensation Deferrals and Matching Contributions that were credited to a Participant’s Account on or after January 1, 2005, as adjusted for any related Benchmark Returns on such amounts and any gains and losses credited with respect to any such amounts deemed to be invested in Venture Investments (other than any amounts described in clause (iii) of the definition of Section 409A Grandfathered Amount).

Total and Permanent Disability . Any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months and results in a Participant (i) being unable to engage in any substantial gainful activity or (ii) receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company.

Trust . The grantor trust established by agreement between the Company and the Trustee under which the assets with respect to Accounts under the Plan are held, administered and managed, as provided in ARTICLE IX..

Trustee . The Trustee designated in the Trust, including any and all successor trustees to the Trust.

Unforeseeable Emergency . Defined in Section 7.3(b).

Venture Investment . A direct equity investment by the Company or an Affiliate in a private life science company with which the Company does business or is otherwise familiar; provided, however, that such investments shall not include warrants in such companies that the Company may receive from time to time.

VIP. The Alexandria Real Estate Equities, Inc. 2000 Venture Investment Deferred Compensation Plan.

VIP Amounts . The aggregate amount of Compensation Deferrals credited to a Participant’s VIP Fixed Date Subaccount, VIP Retirement Subaccount and VIP Grandfathered Account.

VIP Event . A transaction by which the Company receives cash or freely tradable stock in connection with the initial public offering of stock of a company in which a Venture Investment is made, the acquisition of such company for publicly traded stock or cash, or another transaction pursuant to which the Company receives cash or freely tradable stock in respect of the equity of a Venture Investment. Each Venture Investment is expected to have a VIP Event that is separate from the VIP Events of other Venture Investments.

VIP Grandfathered Account. An Account established for a Participant for amounts deferred under the VIP prior to January 1, 2005, as adjusted for any gains and losses

credited with respect to such amounts as a result of their deemed investment in Venture Investments.

Years of Service . Defined in Section 5.1(a).

2.2 Terms. Capitalized terms shall have meanings as defined herein. Singular nouns shall be read as plural, and masculine pronouns shall be read as feminine, and vice versa, where appropriate.

ARTICLE III

PARTICIPATION

3.1 Commencement of Participation. Each Eligible Employee shall become a Participant at the earlier of the date on which his or her Participation Election Form first becomes effective or the date on which a Company Contribution is first credited to his or her Account.

3.2 Continuation of Participation. Each Eligible Employee shall remain a Participant hereunder until all amounts credited to his or her Account are distributed in full. No Compensation Deferrals are permitted in any Plan Year in which an Employee no longer satisfies the requirements set forth in the definition of an Eligible Employee.

ARTICLE IV

CONTRIBUTIONS AND ELECTIONS

4.1 Compensation Deferrals.

(a) With respect to each Plan Year, a Participant may elect to defer up to (i) seventy percent (70%) of the Participant’s annual base salary and one hundred percent (100%) of the Participant’s annual bonus as Compensation Deferrals; provided, however, that (i) the minimum deferral amount of any bonus shall be $10,000, and (ii) the aggregate minimum deferral amount of any salary and bonus shall be $10,000. Compensation Deferrals attributable to a Participant’s salary shall be credited to the Participant’s DCP Fixed Date Subaccount or DCP Retirement Subaccount, as designated by the Participant. Compensation Deferrals attributable to a Participant’s bonus shall be credited to the Participant’s DCP Fixed Date Subaccount, DCP Retirement Subaccount, VIP Fixed Date Subaccount or VIP Retirement Subaccount, as designated by the Participant. Such amounts shall not be made available to such Participant, except as provided in ARTICLE VII, and, as Compensation Deferrals, shall reduce such Participant’s Compensation from the Company in accordance with the provisions of the applicable Participation Election Form; provided, however , that all such amounts credited to such Subaccounts shall be subject to the rights of the general creditors of the Company as provided in ARTICLE IX.

(b) With respect to each Plan Year, each Eligible Employee shall deliver a Participation Election Form to the Company before any Compensation Deferrals may become effective. Such Participation Election Form shall be void with respect to any Compensation Deferrals unless submitted before the beginning of the calendar year during which the amount to

be deferred will be earned. Notwithstanding the foregoing, with respect to each Plan Year, (i) if an Employee first becomes eligible to participate in the Plan during the Plan Year, such Participation Election Form shall be filed within thirty (30) days following the date on which the Employee is first eligible to participate, with respect to Compensation earned during the remainder of the Plan Year, and (ii) if permitted by the Company, with respect to any bonus that meets the requirements of performance-based compensation under Section 409A of the Code, as determined by the Company in its sole discretion, such Participation Election Form shall be filed by the earlier of (1) June 30 th of the Plan Year or (2) the date on which such performance-based compensation has become readily ascertainable, as determined in accordance with Section 409A of the Code, provided that with respect to any Employee who first becomes eligible to participate in the Plan during the Plan Year, the maximum amount of any such bonus which shall be deemed to be earned during the portion of the Plan Year subsequent to such election shall be the total amount of any such bonus earned with respect to the Plan Year multiplied by the ratio of the number of days remaining in the Plan Year after the Participation Election Form is filed over the total number of days in the Plan Year.

(c) The Participation Election Form shall, subject to the limitations set forth in this Section 4.1, designate the amount of Compensation deferred by each Participant, the beneficiary or beneficiaries of the Participant, the date(s) of distribution of any amounts in the Participant’s Fixed Date Account, and such other items as the Administrator may prescribe. Such designations shall remain effective unless amended as provided in Section 4.1(d).

(d) With respect to Section 409A Grandfathered Amounts (other than any amounts credited to a Participant’s VIP Grandfathered Account), the Participant may amend his or her Participation Election Form from time to time; provided, however , that any amendment of a Participation Election Form shall comply with the provisions of Section 7.1(b)(i). With respect to amounts credited to a Participant’s VIP Grandfathered Account, a Participant’s Participation Election Form shall be irrevocable, except as provided in Section 7.1(b)(ii). With respect to Section 409A Non-Grandfathered Amounts, a Participant’s Participation Election Form shall be irrevocable; provided, however, that (i) a Participant may cancel such Participation Election Form due to an Unforeseeable Emergency (as defined in Section 7.3(b)) or a hardship distribution pursuant to Section 1.401(k)-1(d)(3) of the Treasury Regulations, (ii) a Participant may elect to further defer the date for distribution of Section 409A Non-Grandfathered Amounts in the Participant’s Account pursuant to Section 7.1(b)(iii), and (iii) upon a Participant’s termination of employment with the Company, such Participation Election Form shall be canceled with respect to any Compensation payable to the Participant after such termination of employment.

4.2 Matching Contributions. If the Company determines to make Matching Contributions under the Plan, the Company shall credit such Matching Contributions to the Account of each Participant who makes Compensation Deferrals. The amount of any Matching Contribution shall be equal to a percentage of each Participant’s Compensation Deferrals determined annually by the Company, in its sole discretion.

4.3 Company Contribution. The Company may from time to time credit a discretionary contribution to the Account of a Participant. The Company shall contribute to the

Trust, if applicable, for the Participant’s benefit the amount of such Company Contributions in accordance with the Plan.

4.4 Time and Form of Contributions to Trust. Compensation Deferrals and Matching Contributions that are deemed to be invested in Benchmark Investment Funds shall be transferred to the Trust, if applicable, as soon as administratively feasible for the Company following the close of each payroll period. The Company shall also transmit to the Trustee at that time any necessary instructions regarding the allocation of such amounts among the Accounts of Participants.

Company Contributions shall be transferred to the Trust, if applicable, at such time as the Company shall determine. The Company shall also transmit to the Trustee at that time any necessary instructions regarding the allocation of such amounts among the Accounts of Participants.

All Compensation Deferrals, Matching Contributions and Company Contributions to the Trust shall be made in the form of cash, cash equivalents of U.S. currency or other property acceptable to the Trustee.

ARTICLE V

VESTING

5.1 Vesting.

(a) Except as otherwise provided herein and subject to the rights of the general creditors of the Company as provided in ARTICLE IX, (i) a Participant shall have a fully vested right to the portion of his or her Account attributable to Compensation Deferrals, as adjusted for any Benchmark Returns on such Compensation Deferrals and any gains or losses credited with respect to any such Compensation Deferrals deemed to be invested in Venture Investments, and (ii) Matching Contributions and Company Contributions, and any amounts attributable to Benchmark Returns on such contributions, shall vest in accordance with the following schedule:

Years of Service	Cumulative Vested Percentage

1 but less than 2	20	%
2 but less than 3	40	%
3 but less than 4	60	%
4 but less than 5	80	%
5 or more	100	%

For purposes of this ARTICLE V, a Participant’s “Years of Service” shall be determined on the basis of the Participant’s date of hire and anniversaries thereof.

(b) Any amounts credited to a Participant’s Account that are not vested at the time of his or her termination of employment with the Company shall be forfeited in accordance with Section 6.5.

ARTICLE VI

ACCOUNTS

6.1 Accounts.

(a) The Administrator shall establish and maintain a bookkeeping Account in the name of each Participant. The Administrator may also establish any subaccounts that may be appropriate. The establishment of an Account constitutes only a method, by bookkeeping entry, of determining the amount of deferred benefits to be distributed under the Plan. The Company shall be under no obligation to acquire or hold any securities or specific assets by reason of the credits made to the Accounts hereunder.

(b) Each Participant’s Account shall be credited with Compensation Deferrals, any Matching Contributions allocable thereto, any Company Contributions, any amounts attributable to Benchmark Returns and any gains and losses with respect to Compensation Deferrals deemed to be invested in Venture Investments. Each Participant’s Account shall be reduced by any gross amounts distributed from the Account pursuant to ARTICLE VII and any other appropriate adjustments. Such adjustments shall be made as frequently as is administratively feasible.

6.2 Benchmark Investment Elections for DCP Amounts.

(a) The Administrator shall from time to time select types of Benchmark Investment Funds and specific Benchmark Investment Funds for deemed investment designation by Participants with respect to DCP Amounts. The Administrator shall notify the Participants of the types of Benchmark Investment Funds and the specific Benchmark Investment Funds selected from time to time. On the Participation Election Form, the Participant shall designate the specific Benchmark Investment Funds in which the Account of the Participant for DCP Amounts will be deemed to be invested for purposes of determining the Benchmark Return to be credited to the Account. In making such designation, the Participant may specify that all or any percentage of such Account be deemed to be invested in one or more of the available types of Benchmark Investment Funds. The Administrator from time to time will determine the minimum percentage allocation per investment fund and the frequency with which allocations may be changed.

(b) Trust assets shall be invested as provided in the Trust Agreement; provided, however , that the Trustee may consider a Participant’s selection of a Benchmark Investment Fund when investing Trust assets.

6.3 Deemed Investment of VIP Amounts.

(a) Compensation Deferrals. All VIP Amounts shall be deemed to be invested in one or more Venture Investments determined by the Company, in its sole discretion, for each Plan Year. Participants who elect to have a portion of their Compensation Deferrals credited to a VIP Fixed Date Subaccount or VIP Retirement Subaccount for a Plan Year will be deemed to have such Compensation Deferrals invested in Venture Investments in an aggregate amount that shall be limited to fifteen percent (15%) of the aggregate cost basis of the

Company’s Venture Investments for such Plan Year. Whether or not the Company chooses to invest in one or more Venture Investments for a Plan Year shall be determined by the Company in its sole and absolute discretion. If no Venture Investments are made for a Plan Year or if the aggregate amount of Participants’ Compensation Deferrals credited to Participants’ VIP Fixed Date Subaccounts and VIP Retirement Subaccounts for a Plan Year exceeds fifteen percent (15%) of the aggregate cost basis of the Company’s Venture Investments for such Plan Year, (i) the allocation of deemed investments will be in proportion to the applicable Compensation Deferrals, and (ii) the Compensation Deferrals not deemed to be invested in Venture Investments for such Plan Year shall continue to be deferred under the Plan, provided that (A) any such Compensation Deferrals that a Participant elected to have credited to the Participant’s VIP Fixed Date Subaccount shall instead be credited to the Participant’s DCP Fixed Date Subaccount and (B) any such Compensation Deferrals that a Participant elected to have credited to the Participant’s VIP Retirement Subaccount shall instead be credited to the Participant’s DCP Retirement Subaccount.

Compensation Deferrals credited to a Participant’s VIP Fixed Date Subaccount or VIP Retirement Subaccount for a Plan Year shall be deemed to be invested on a pro rata basis in Venture Investments in accordance with (i) the Company’s cost basis in each Venture Investment and (ii) the ratio of (A) the individual Participant’s Compensation Deferrals credited to the Participant’s VIP Fixed Date Subaccount and VIP Retirement Subaccount for the Plan Year to (B) the Compensation Deferrals credited to all Participants’ VIP Fixed Date Subaccounts and VIP Retirement Subaccounts (in the aggregate) for such Plan Year. The Company shall not, and shall not be obligated to, invest amounts credited to Participants’ Accounts in any Venture Investments; deemed Venture Investments are simply a measure of the value of a Participant’s VIP Amounts.

For purposes of the Plan, Compensation Deferrals credited to a Participant’s VIP Fixed Date Subaccount or VIP Retirement Subaccount shall be “for” a Plan Year based on the Plan Year during which the performance required to earn the applicable bonus is measured, not based on the Plan Year during which such bonus otherwise would be paid. If performance is measured over more than one Plan Year, then any deferral of such bonus shall be for the final Plan Year during which performance is measured. For purposes of the Plan, a Venture Investment shall be “for” a Plan Year based on the Plan Year during which the Company makes the applicable investment.

(b) VIP Events. Upon the occurrence of a VIP Event for a Venture Investment (or as soon as administratively practicable thereafter), any VIP Amounts deemed to be invested in such Venture Investment (or a portion of such VIP Amounts, as determined by the Company in its sole discretion, in the event that such VIP Event does not result in the disposition of the entire amount of such Venture Investment), as adjusted for any gains and losses of such Venture Investment, shall be treated as follows:

(i) Any such amounts that are credited to a Participant’s VIP Grandfathered Account shall be distributed to the Participant in accordance with Section 7.3(a)(iv); provided, however , that if the Participant had made an election at the time of initial deferral of such amounts under the VIP to further defer such amounts under this Plan following a VIP Event and the Participant has not terminated employment prior to the VIP Event, then such

10.

amounts shall be (A) further deferred and credited to the Participant’s DCP Fixed Date Subaccount or DCP Retirement Subaccount, as previously designated by the Participant at the time of initial deferral of such amounts under the VIP, and (B) deemed to be invested in the Benchmark Investment Funds that the Participant has designated for deemed investment of such Subaccounts.

(ii) Any such amounts that are Section 409A Non-Grandfathered Amounts that are credited to a Participant’s VIP Fixed Date Subaccount or VIP Retirement Subaccount shall be (A) credited to the Participant’s DCP Fixed Date Subaccount or DCP Retirement Subaccount, respectively, and (B) deemed to be invested in the Benchmark Investment Funds that the Participant has designated for deemed investment of such Subaccounts.

6.4 Valuation.

(a) DCP Amounts. Any DCP Amounts credited to a Participant’s Account shall be valued daily based on the Benchmark Investment Funds that the Participant has designated for deemed investment of such amounts. Such valuation shall be communicated in writing to each Participant on a periodic basis.

(b) VIP Amounts. Any VIP Amounts credited to a Participant’s Account shall be valued annually based on the Company’s cost basis of the Venture Investments in which the Participant’s Account is deemed invested. Such valuation shall be communicated in writing to each Participant not later than April 15 th following each Plan Year.

6.5 Forfeitures . Any forfeitures from a Participant’s Account may be used to reduce succeeding Matching Contributions, Company Contributions or, if applicable, administrative expenses and Trustee fees and expenses, until such forfeitures have been entirely so applied.

ARTICLE VII

DISTRIBUTIONS

7.1 Distribution Election.

(a) By designation of a Fixed Date Account or a Retirement Account, each Participant shall specify, in his or her Participation Election Form for a Plan Year, the date on which payment of amounts credited to the Participant’s Account (other than any amounts credited to the Participant’s VIP Grandfathered Account) with respect to such Plan Year (and any gains on such amounts) shall begin, as provided in Section 7.3. Such designation shall apply to all amounts distributed from such Participant’s Account (other than any amounts credited to the Participant’s VIP Grandfathered Account) with respect to such Plan Year.

(b) A Participant may modify the election made under Section 7.1(a) by submitting to the Administrator a completed and executed form provided for such purpose; provided, however , that:

11.

(i) With respect to Section 409A Grandfathered Amounts (other than any amounts credited to a Participant’s VIP Grandfathered Account), such change shall not be given any effect unless a full calendar year passes between the calendar year in which such election form is submitted and the calendar year in which the distribution date designated in such form occurs;

(ii) With respect to any amounts credited to a Participant’s VIP Grandfathered Account, such election may not be modified, except that if the Participant had made an election at the time of initial deferral of such amounts under the VIP to further defer such amounts under this Plan following a VIP Event, then such election shall become null and void upon the Participant’s termination of employment and such amounts shall be distributed in accordance with Section 7.3(a)(iv); and

(iii) With respect to Section 409A Non-Grandfathered Amounts, such change (A) shall not take effect until at least twelve (12) months after the date on which the change is made, (B) must be made more than twelve (12) months prior to the date payment otherwise would have been made and (C) must designate a new date for distribution that is at least five (5) years following the date payment otherwise would have been made.

7.2 Payment Options.

Unless otherwise provided in Section 7.3, benefits shall be payable in a lump sum payment in the form of cash.

7.3 Commencement of Payment.

(a) Except as otherwise provided herein, payment of the amounts in a Participant’s Account, to the extent vested, shall be made as follows:

(i) Payment of the amounts credited to a Participant’s Fixed Date Account with respect to a Plan Year (including any amounts in the Participant’s VIP Fixed Date Subaccount in accordance with Section 7.3(a)(iii)), to the extent vested, shall be made in a lump sum as soon as administratively feasible after the earlier of (A) the date designated by the Participant in the Participant’s Participation Election Form for such Plan Year and (B) the Participant’s termination of employment with the Company; provided, however , that with respect to Section 409A Non-Grandfathered Amounts, if a Change of Control occurs prior to any such designated date or termination, payment of such amounts shall be made in a lump sum as soon as administratively feasible after the effective date of the Change of Control, provided that the Change of Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as determined in accordance with Section 1.409A-3(i)(5) of the Treasury Regulations.

(ii) Payment of the amounts credited to a Participant’s Retirement Account (including any amounts in the Participant’s VIP Retirement Subaccount in accordance with Section 7.3(a)(iii)), to the extent vested, shall be made in a lump sum as soon as administratively feasible after the Participant’s termination of employment with the Company; provided, however , that with respect to Section 409A Non-Grandfathered Amounts, if a Change of Control occurs prior to such termination, payment of such amounts shall be made in a lump

12.

sum as soon as administratively feasible after the effective date of the Change of Control, provided that the Change of Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as determined in accordance with Section 1.409A-3(i)(5) of the Treasury Regulations.

(iii) In the event that a Participant’s Account at the time of distribution is credited with any VIP Amounts (other than any such amounts that are credited to the Participant’s VIP Grandfathered Account) that are deemed to be invested in a Venture Investment(s) for which there has been no VIP Event by the time of distribution, the value of such Venture Investment(s) will be determined to be (i) with respect to a Venture Investment in a public company, the lower of the Company’s cost of such Venture Investment or the fair market value or (ii) with respect to a Venture Investment in a private company, the Company’s cost of such Venture Investment less any write-downs or impairments.

(iv) Upon the occurrence of a VIP Event for a Venture Investment (or as soon as administratively practicable thereafter), any amounts credited to a Participant’s VIP Grandfathered Account, to the extent vested, that are deemed to be invested in such Venture Investment (or a portion of such amounts, as determined by the Company in its sole discretion, in the event that such VIP Event does not result in the disposition of the entire amount of such Venture Investment), as adjusted for any gains and losses of such Venture Investment, shall be distributed to the Participant; provided, however , that such amounts may be further deferred under the Plan if such deferral is in accordance with Section 6.3(b)(i). The precise timing of a distribution in respect of a Participant’s VIP Grandfathered Account following a VIP Event shall be determined by the Company, in its sole and absolute discretion, which determination may take into account market conditions and such other considerations as the Company may decide.

Notwithstanding the foregoing or anything in the Plan to the contrary, any Section 409A Non-Grandfathered Amounts that become payable as a result of the Participant’s separation from service (as such term is defined in Section 1.409A-1(h) of the Treasury Regulations) with the Company, except due to the Participant’s death or Total and Permanent Disability, shall not be distributed to the Participant until the date that is six (6) months and one (1) day after such separation from service (or as soon as administratively feasible thereafter).

(b) Upon application by a Participant, the Administrator, in its sole discretion, may permit an early distribution of part or all of the vested amounts credited to a Participant’s Account (other than any amounts credited to the Participant’s VIP Grandfathered Account) in the event the Participant experiences an Unforeseeable Emergency. Any such application must set forth the circumstances constituting such Unforeseeable Emergency. The determination as to whether an Unforeseeable Emergency exists and as to the amount distributable under the Plan as a result of such Unforeseeable Emergency shall be made by the Administrator in its sole discretion. A Participant may not receive any distributions of any amounts credited to the Participant’s VIP Grandfathered Account pursuant to this Section 7.3(b).

For purposes of the Plan, an Unforeseeable Emergency shall mean any severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent (as defined in Section 152(a) of the Code) of the Participant, (ii) loss of the Participant’s property due to casualty, or (iii) other similar

13.

extraordinary and unforeseen circumstances arising as a result of events beyond the control of the Participant. Any distribution pursuant to this provision is limited to the amount necessary to meet the Unforeseeable Emergency, and any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from such distribution. The distribution may not exceed the then vested portion of the Participant’s Account. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of deferrals under the Plan. Furthermore, examples of events that would not be considered Unforeseeable Emergencies include the need to send a Participant’s child to college or the desire to purchase a home.

7.4 Early Distribution of Section 409A Grandfathered Amounts. A Participant may elect to receive a distribution of all or any portion of the amount of vested Section 409A Grandfathered Amounts in his or her Account (other than any amounts credited to the Participant’s VIP Grandfathered Account) on a date prior to that established under the Plan or the Participant’s Participation Election Form, provided that (i) the amount distributed shall be equal to ninety percent (90%) of the amount elected by the Participant, and (ii) the remaining ten percent (10%) of the amount elected by the Participant shall be treated as forfeited by the Participant. A Participant may not receive any early distributions of any Section 409A Non-Grandfathered Amounts or amounts credited to the Participant’s VIP Grandfathered Account pursuant to this Section 7.4.

7.5 Termination of Employment and Change in Service Capacity. Notwithstanding anything in the Plan to the contrary, for purposes of this ARTICLE VII, the determination of whether a termination of employment has occurred for purposes of the Plan shall be made as set forth in Section 7.5(a), (b) or (c), as applicable; provided, however , that (i) a Participant shall not be eligible to defer any Compensation or receive any Matching or Company Contributions that become payable after the Participant has terminated service with the Company as an Employee, (ii) the Participant shall forfeit any amounts credited to the Participant’s Account that are not vested at the time of his or her termination of service with the Company as an Employee pursuant to Section 5.1(b) and (iii) with respect to any amounts that are credited to the Participant’s VIP Grandfathered Account, if the Participant had made an election at the time of initial deferral of such amounts under the VIP to further defer such amounts under this Plan following a VIP Event, then such election shall become null and void upon the Participant’s termination of service with the Company as an Employee and such amounts shall be distributed in accordance with Section 7.3(a)(iv).

(a) Section 409A Grandfathered Amounts (other than Amounts Credited to VIP Grandfathered Accounts). The following shall apply with respect to any Section 409A Grandfathered Amounts (other than any amounts credited to the Participant’s VIP Grandfathered Account):

(i) A change in the capacity in which a Participant renders service to the Company or one of its affiliates, whether as an Employee, independent contractor or director, or a change in the entity for which the Participant renders such service, provided that there is no

14.

interruption or termination of the Participant’s service with the Company or affiliate, shall not be deemed to be a termination of employment.

(ii) The Board of Directors of the Company or the Chief Executive Officer of the Company, in that party’s sole discretion, may determine whether a termination of employment has occurred in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. Notwithstanding the foregoing, for purposes of vesting under Section 5.1, employment shall not be considered terminated in the case of a leave of absence only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s leave of absence.

(b) VIP Grandfathered Accounts. With respect to any amounts credited to a Participant’s VIP Grandfathered Account, the Participant shall be deemed to have terminated employment with the Company upon severance of the Participant’s employment relationship with the Company and any Affiliate, including, but not limited to, such severance due to Total Disability (as defined in the VIP), death or retirement. For purposes of the foregoing, the employment relationship shall be considered to continue during any period during which the individual is on an approved leave of absence, whether paid or unpaid.

(c) Section 409A Non-Grandfathered Amounts. The following shall apply with respect to any Section 409A Non-Grandfathered Amounts:

(i) A Participant’s employment will be deemed to have terminated only at the time that the Participant has incurred a “separation from service” in accordance with Section 1.409A-1(h) of the Treasury Regulations; provided, however , that for purposes of such determination, the Participant shall be deemed to have incurred a separation from service if the Company and the Participant reasonably anticipate that the level of bona fide services, if any, that the Participant would perform after such termination of employment would permanently decrease to forty-nine percent (49%) or less of the average level of bona fide services performed by the Participant during the thirty-six (36) month period immediately preceding the date of termination (or the full period of services if the Participant has been providing services for less than thirty-six (36) months).

(ii) In accordance with Section 1.409A-1(h)(1)(i) of the Treasury Regulations, a Participant’s employment shall be treated as continuing intact while the Participant is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months, or if longer, so long as the Participant retains a right to reemployment with the Company under an applicable statute or by contract. If the period of leave exceeds six (6) months and the Participant does not retain a right to reemployment under an applicable statute or by contract, the Participant shall be deemed to terminate employment on the first day immediately following such six-month period. Notwithstanding the foregoing, where a leave of absence is due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six (6) months, where such impairment causes the Participant to be unable to perform the duties of his or her position of employment or any substantially similar position of employment, the Administrator may determine, on or prior to the beginning of the leave of absence, to substitute a 29-month period of absence for such six-month period.

15.

ARTICLE VIII

BENEFICIARIES

8.1 Beneficiaries. Each Participant may from time to time designate one or more persons (who may be any one or more members of such person’s family or other persons, administrators, trusts, foundations or other entities) as his or her beneficiary under the Plan. Such designation shall be made on a form prescribed by the Administrator. Each Participant may at any time and from time to time, change any previous beneficiary designation, without notice to or consent of any previously designated beneficiary, by amending his or her previous designation on a form prescribed by the Administrator. If the beneficiary does not survive the Participant (or is otherwise unavailable to receive payment) or if no beneficiary is validly designated, then the amounts payable under this Plan shall be paid to the Participant’s surviving spouse, if any, and, if none, to his or her surviving issue per stirpes , if any, and, if none, to his or her estate and such person shall be deemed to be a beneficiary hereunder. (For purposes of this Section 8.1, a per stirpes distribution to surviving issue means a distribution to such issue as representatives of the branches of the descendants of such Employee; equal shares are allotted for each living child and for the descendants as a group of each deceased child of the deceased Employee). If more than one person is the beneficiary of a Participant, each such person shall receive a pro rata share of any distributions payable unless otherwise designated on the applicable form. If a beneficiary who is eligible to receive benefits dies, all benefits that were payable to such beneficiary shall then be payable to the estate of that beneficiary.

8.2 Lost Participants and Beneficiaries.

(a) All Participants and beneficiaries shall have the obligation to keep the Administrator informed of their current address until such time as all benefits due have been paid.

(b) If a Participant or beneficiary cannot be located by the Administrator exercising due diligence, then, in its sole discretion, the Administrator may presume that the Participant or beneficiary is deceased for purposes of the Plan and all unpaid amounts owed to the Participant or beneficiary shall be paid accordingly or, if a beneficiary cannot be so located, then such amounts may be forfeited in accordance with Section 6.5. Any such presumption of death shall be final, conclusive and binding on all parties.

8.3 Enforceability of Beneficiary Designations. Any beneficiary designation form is only a generalized, suggested form. At the time of the Participant’s death and under the laws of the jurisdiction applicable to the Participant at the time of death, the form may not be considered legally effective to transfer the amounts from the Participant’s Account(s) to the beneficiary so designated.

16.

ARTICLE IX

FUNDING

9.1 Prohibition Against Funding. Should any investment be acquired in connection with the liabilities assumed by the Company under this Plan, it is expressly understood and agreed that the Participants and beneficiaries shall not have any right with respect to, or claim against, such assets nor shall any such purchase be construed to create a trust of any kind or a fiduciary relationship between the Company and the Participants, their beneficiaries or any other person. Any such assets (including any amounts deferred by a Participant or contributed by the Company pursuant to ARTICLE IV) shall be and remain a part of the general, unpledged, unrestricted assets of the Company, subject to the claims of its general creditors. Each Participant and beneficiary shall be required to look to the provisions of this Plan and to the Company itself for enforcement of any and all benefits due under this Plan, and to the extent any such person acquires a right to receive payment under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Company. The Company (or the Trust, if any) shall be designated owner and beneficiary of investments acquired in connection with the Company’s obligations under this Plan. Notwithstanding the foregoing, the Company may establish a grantor (“rabbi”) trust, the assets of which shall be used exclusively and irrevocably to provide benefits under the Plan (subject, however, to the claims of the general creditors of the Company); provided, however , that the establishment of such a trust will not render the Plan other than “unfunded” as that term is used in Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA with respect to unfunded plans maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees.

9.2 Deposits in Trust. Subject to Section 9.1, and notwithstanding any other provision of this Plan to the contrary, the Company may deposit into the Trust any amounts it deems appropriate to pay the benefits under this Plan. The amounts so deposited may include all Compensation Deferrals made pursuant to a Participation Election Form by a Participant, any Company Contributions and any Matching Contributions. Notwithstanding the deposit of assets into a Trust, the Company reserves the right at any time and from time to time to pay benefits to Plan Participants or their beneficiaries in whole or in part from sources other than the Trust, in which event the Company shall be entitled to receive from the Trust a corresponding distribution equal to the amount of benefits so paid.

ARTICLE X

ADMINISTRATION

10.1 Plan Administration. The Administrator shall have complete control and authority to determine the rights and benefits and all claims arising under the Plan of any Participant, beneficiary, deceased Participant, or other person claiming to have any interest under the Plan. When making a determination or calculation, the Administrator shall be entitled to rely on information furnished by a Participant, a beneficiary, the Company or the Trustee, if applicable. The Administrator shall have the responsibility for complying with any applicable reporting and disclosure requirements of ERISA.

17.

10.2 Administrator.

(a) The Administrator is expressly empowered and shall be vested with sole discretionary authority to (i) limit the amount of Compensation that may be deferred; (ii) deposit amounts into the Trust in accordance with Section 9.2; (iii) construe and interpret the Plan and a Participant’s Participation Election Form (collectively referred to as “Documents”), their terms, and any rules and regulations promulgated thereunder, including, but not limited to, resolving ambiguities, inconsistencies and omissions; (iv) construe and interpret the Federal and state laws and regulations that relate to the Documents; (v) decide all factual and other questions arising in connection with the Documents, including, but not limited to, determinations of eligibility, entitlement to benefits, and vesting; (vi) interpret the Plan and determine all questions arising in the administration, interpretation and application of the Plan; (vii) employ actuaries, accountants, counsel, and other persons it deems necessary in connection with the administration of the Plan; and (viii) take all other necessary and proper actions to fulfill its duties as Administrator. All findings of the Administrator shall be final and shall be binding and conclusive upon all persons having any interest in the Plan.

(b) The Administrator shall not be liable for any actions by it hereunder, unless due to its own negligence, willful misconduct or lack of good faith.

(c) The Administrator shall be indemnified and held harmless by the Company from and against all personal liability to which it may be subject by reason of any act done or omitted to be done in its official capacity as Administrator in good faith in the administration of the Plan, including all expenses reasonably incurred in its defense in the event the Company fails to provide such defense upon the request of the Administrator. The Administrator is relieved of all responsibility in connection with its duties hereunder to the fullest extent permitted by law.

10.3 Claims Procedures.

(a) Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Administrator in writing by an applicant (or his or her authorized representative) and shall be addressed to:

Alexandria Real Estate Equities, Inc.

Attention: Chief Executive Officer/Chief Financial Officer

385 E. Colorado Boulevard, Suite 299

Pasadena, CA 91101

(b) Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Administrator must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

(i) the specific reason or reasons for the denial;

18.

(ii) references to the specific Plan provisions upon which the denial is based;

(iii) a description of any additional information or material that the Administrator needs to complete the review and an explanation of why such information or material is necessary; and

(iv) an explanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as described in Section 10.3(d) below.

This notice of denial will be given to the applicant within ninety (90) days after the Administrator receives the application, unless special circumstances require an extension of time, in which case, the Administrator has up to an additional ninety (90) days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial ninety (90) day period.

This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Administrator is to render its decision on the application.

(c) Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Administrator within sixty (60) days after the application is denied. A request for a review shall be in writing and shall be addressed to:

Alexandria Real Estate Equities, Inc.

Attention: Chief Executive Officer/Chief Financial Officer

385 E. Colorado Boulevard, Suite 299

Pasadena, CA 91101

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Administrator may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d) Decision on Review. The Administrator will act on each request for review within sixty (60) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial sixty (60) day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Administrator

19.

is to render its decision on the review. The Administrator will give prompt, written or electronic notice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor. In the event that the Administrator confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the following:

(i) the specific reason or reasons for the denial;

(ii) references to the specific Plan provisions upon which the denial is based;

(iii) a statement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim; and

(iv) a statement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.

(e) Rules and Procedures. The Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Administrator may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

(f) Exhaustion of Remedies. No legal action for benefits under the Plan may be brought until the claimant (i) has submitted a written application for benefits in accordance with the procedures described by Section 10.3(a) above, (ii) has been notified by the Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 10.3(c) above, and (iv) has been notified that the Administrator has denied the appeal. Notwithstanding the foregoing, if the Administrator does not respond to a Participant’s claim or appeal within the relevant time limits specified in this Section 10.3, the Participant may bring legal action for benefits under the Plan pursuant to Section 502(a) of ERISA.

ARTICLE XI

GENERAL PROVISIONS

11.1 No Assignment. Benefits or payments under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, garnishment or charge, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall not be valid, nor shall any such benefit or payment be in any way liable for or subject to the debts, contracts, liabilities, engagement or torts of any Participant or beneficiary, or any other person entitled to such benefit or payment pursuant to the terms of this Plan, except to such extent as may be required by law. If any Participant or beneficiary or any other person entitled to a benefit or payment pursuant to the terms of this Plan becomes bankrupt or attempts to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any benefit or payment under this Plan, in whole or in part, or if any

20.

attempt is made to subject any such benefit or payment, in whole or in part, to the debts, contracts, liabilities, engagements or torts of the Participant or beneficiary or any other person entitled to any such benefit or payment pursuant to the terms of this Plan, then such benefit or payment, in the discretion of the Administrator, shall cease and terminate with respect to such Participant or beneficiary, or any other such person.

11.2 No Employment Rights. Participation in this Plan shall not be construed to confer upon any Participant the legal right to be retained in the employ of the Company, or give a Participant or beneficiary, or any other person, any right to any payment whatsoever, except to the extent of the benefits provided for hereunder. Each Participant shall remain subject to discharge to the same extent as if this Plan had never been adopted.

11.3 Incompetence. If the Administrator determines that any person to whom a benefit is payable under this Plan is incompetent by reason of physical or mental disability, the Administrator shall have the power to cause the payments becoming due to such person to be made to another for his or her benefit without responsibility of the Administrator or the Company to see to the application of such payments. Any payment made pursuant to such power shall, as to such payment, operate as a complete discharge of the liabilities of the Company, the Administrator and the Trustee.

11.4 Identity. If, at any time, any doubt exists as to the identity of any person entitled to any payment hereunder or the amount or time of such payment, the Administrator shall be entitled to hold such sum until such identity or amount or time is determined or until an order of a court of competent jurisdiction is obtained. The Administrator shall also be entitled to pay such sum into the court in accordance with the appropriate rules of law. Any expenses incurred by the Company, the Administrator, and the Trust incident to such proceeding or litigation will be deemed a distribution from the Account pursuant to ARTICLE VII and will be deducted from the balance in the Account of the affected Participant.

11.5 Other Benefits. The benefits of each Participant or beneficiary hereunder shall be in addition to any benefits paid or payable to or on account of the Participant or beneficiary under any other pension, disability, annuity or retirement plan or policy whatsoever.

11.6 No Liability. No liability shall attach to or be incurred by the Company, the Trustee or any Administrator under or by reason of the terms, conditions and provisions contained in this Plan, or for the acts or decisions taken or made thereunder or in connection therewith; and as a condition precedent to the establishment of this Plan or the receipt of benefits thereunder, or both, such liability, if any, is expressly waived and released by each Participant and by any and all persons claiming under or through any Participant or any other person. Such waiver and release shall be conclusively evidenced by any act or participation in or the acceptance of benefits or the making of any election under this Plan.

11.7 Expenses. Except as otherwise provided herein, all expenses incurred in the administration of the Plan, whether incurred by the Company or the Plan, shall be paid by the Company from the Trust. Notwithstanding the foregoing, (i) any investment-related expenses for DCP Amounts shall be charged directly to the Account for which such investments were made, and (ii) any commissions on the sales of securities in respect of VIP Events shall be

21.

charged directly on pro rata basis to the Account of each affected Participant at the time of such VIP Event, based on the Participant’s Account balance in respect of the relevant Venture Investment at the time of such VIP Event. The Trustee’s fees and expenses shall be paid by the Company.

11.8 Amendment and Termination.

(a) The Administrator shall have the sole authority to modify, amend or terminate this Plan; provided, however , that any modification, amendment or termination of this Plan shall not reduce, alter or impair, without the consent of a Participant, a Participant’s right to any amounts already credited to his or her Account on the day before the effective date of such modification, amendment or termination. In the event the Plan is terminated, any vested amounts credited to a Participant’s Account shall be distributed to the Participant in accordance with Section 7.3, and any unvested amounts credited to the Participant’s Account shall continue to vest in accordance with the terms of Section 5.1 and, upon becoming vested, shall be distributed to the Participant in accordance with Section 7.3.

(b) The Administrator reserves the right to make any modification or amendment to the Plan that it deems necessary to comply with any requirements of law or to insure favorable tax treatment under the Plan.

11.9 Company Determinations. Any determinations, actions or decisions of the Company (including, but not limited to, Plan amendments and Plan termination) shall be made by the Administrator in accordance with its established procedures or by such other individuals, groups or organizations that have been properly appointed by the board of directors to make such determination or decision.

11.10 Arbitration. All disputes, claims, or causes of action arising from or relating to this Plan shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Los Angeles, California, conducted by JAMS under the then applicable JAMS rules. All Participants and the Company shall be deemed to have waived the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the parties would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Plan is intended to prevent either the Company or a Participant from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

11.11 Debt Offsets. If a Participant becomes entitled to a distribution of benefits under the Plan, and if at such time the Participant has outstanding any debt, obligation, or other liability representing an amount owing to the Company, then the Company may offset such amount owed to it against the amount of benefits otherwise distributable. Such determination shall be made by the Administrator.

22.

11.12 Construction. All questions of interpretation, construction or application arising under or concerning the terms of this Plan shall be decided by the Administrator, in its sole and final discretion, whose decision shall be final, binding and conclusive upon all persons.

11.13 Governing Law. This Plan shall be governed by, construed and administered in accordance with the applicable provisions of ERISA, and any other applicable federal law; provided, however , that to the extent not preempted by federal law, this Plan shall be governed by construed and administered under the laws of the state of California, other than its laws respecting choice of law.

11.14 Severability. If any provision of this Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provision of this Plan and this Plan shall be construed and enforced as if such provision had not been included therein. If the inclusion of any Employee (or Employees) as a Participant under this Plan would cause the Plan to fail to comply with the requirements of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA, then the Plan shall be severed with respect to such Employee or Employees, who shall be considered to be participating in a separate arrangement.

11.15 Headings. The ARTICLE and Section headings contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of this Plan nor in any way shall they affect this Plan or the construction of any provision thereof.

23.

EXHIBIT 10.8

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DEFERRED COMPENSATION PLAN

FOR DIRECTORS

ORIGINAL EFFECTIVE DATE: JANUARY 1, 2002

AMENDED AND RESTATED EFFECTIVE: JANUARY 1, 2010

TABLE OF CONTENTS

			PAGE

1.	INTRODUCTION AND PURPOSE		1

2.	DEFINITIONS		1

	2.1	“Annual Retainer”	1

	2.2	“Beneficiary”	1

	2.3	“Board”	1

	2.4	“Cause”	1

	2.5	“Chair and Committee Fee”	2

	2.6	“Change of Control”	2

	2.7	“Code”	3

	2.8	“Company”	3

	2.9	“Compensation”	3

	2.10	“Deferred Compensation”	3

	2.11	“Disability”	3

	2.12	“Effective Date”	3

	2.13	“Election”	3

	2.14	“Exchange Act”	3

	2.15	“Incentive Plan”	3

	2.16	“Market Value”	3

	2.17	“Non-Employee Director”	4

	2.18	“Nonrestricted Units”	4

	2.19	“Participant”	4

	2.20	“Phantom Stock Unit”	4

	2.21	“Phantom Stock Unit Account”	4

	2.22	“Plan”	4

	2.23	“Plan Year”	4

	2.24	“Restricted Period”	4

	2.25	“Restricted Stock Award”	4

	2.26	“Restricted Unit”	4

	2.27	“Retirement”	4

	2.28	“Section 409A Grandfathered Amount”	4

TABLE OF CONTENTS

(CONTINUED)

			PAGE

	2.29	“Section 409A Non-Grandfathered Amount”	4

	2.30	“Stock”	4

	2.31	“Tax Gross-Up Payment”	5

	2.32	“Unforeseeable Emergency”	5

	2.33	“Vesting Commencement Date”	5

3.	PARTICIPATION IN THE PLAN		5

4.	DEFERRED COMPENSATION ELECTIONS; ELECTION TO FOREGO RESTRICTED STOCK AWARD		5

	4.1	Election to Defer Annual Retainer and Chair and Committee Fees	5

	4.2	Election to Forego Restricted Stock Award	6

	4.3	Election to Defer Tax Gross-Up Payment	6

	4.4	Manner of Elections	7

5.	PHANTOM STOCK UNIT ACCOUNT		7

	5.1	Establishment of Phantom Stock Unit Account	7

	5.2	Unsecured Creditors; Unfunded Plan	7

	5.3	Timing of Credits	7

	5.4	Amount of Credits; Vesting	8

	5.5	Restricted Units	8

6.	DISTRIBUTION OF PLAN BENEFITS		9

	6.1	Form of Benefit	9

	6.2	Distribution Elections	9

	6.3	Termination of Service on the Board or Change of Control	10

	6.4	Early Distribution of Section 409A Grandfathered Amounts	10

	6.5	Unforeseeable Emergency	11

	6.6	No Assignment or Alienation	11

7.	ADMINISTRATION		11

	7.1	Plan Administrator	11

	7.2	Account Statements	11

	7.3	Claims, Inquiries and Appeals	12

8.	BENEFICIARY DESIGNATION		14

ii.

TABLE OF CONTENTS

(CONTINUED)

			PAGE

9.	MISCELLANEOUS		14

	9.1	Effective Date; Amendment and Termination	14

	9.2	No Employment or Service Rights	14

	9.3	Arbitration	14

	9.4	Governing Law	15

	9.5	Severability	15

	9.6	Notice	15

	9.7	Successors	15

iii.

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DEFERRED COMPENSATION PLAN

FOR DIRECTORS

1. INTRODUCTION AND PURPOSE

This Plan was originally adopted by the Company effective as of January 1, 2002. The Plan was amended and restated effective as of January 1, 2005 and was subsequently amended and restated effective as of January 1, 2010.

The purpose of the Plan is to provide supplemental retirement (and related tax) benefits to Non-Employee Directors of Alexandria Real Estate Equities, Inc. The Plan is intended to be administered in compliance with Section 409A of the Code with respect to all Section 409A Non-Grandfathered Amounts, and the provisions of the Plan regarding Section 409A Grandfathered Amounts are intended to be administered so as not to subject such amounts to Section 409A of the Code.

2. DEFINITIONS

2.1 “Annual Retainer” means the annual fees payable to a Non-Employee Director in arrears on the last day of each calendar quarter for his or her service as a Director, but shall exclude expense reimbursements, all Chair and Committee Fees, and any remuneration or other payments paid to the Non-Employee Director for services or otherwise in any capacity other than as a Non-Employee Director.

2.2 “Beneficiary” means the person or persons so designated by a Participant in accordance with Section 8 hereof.

2.3 “Board” means the Board of Directors of Alexandria Real Estate Equities, Inc.

2.4 “Cause” means the following:

(a) The Participant’s material breach, repudiation or failure to comply with or perform any of the terms of an effective agreement, any of the Participant’s duties, or any of the Company’s or Board’s policies or procedures (including, without limitation, any such policies or procedures relating to conflicts of interests or standards of business conduct) or deliberate interference with the compliance by any member of the Board or employee of the Company with any of the foregoing; or

(b) The conviction of the Participant for, or pleading by the Participant of no contest (or similar plea) to, fraud, embezzlement, misappropriation of assets, malicious mischief, or any felony, other than a crime for which vicarious liability is imposed upon the Participant

solely by reason of the Participant’s position on the Board and not by reason of the Participant’s conduct.

2.5 “Chair and Committee Fee” means any fee paid to a Non-Employee Director for his or her service as a chairperson or member of a committee of the Board, but shall exclude expense reimbursements, the Annual Retainer and any remuneration or other payments paid to the Non-Employee Director for services or otherwise in any capacity other than as a Non-Employee Director.

2.6 “Change of Control” means the occurrence of any of the following events:

(a) Any Person (as such term is used in section 3(a)(9) of the Exchange Act, as modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the Beneficial Owner, as such term is defined in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

(b) The following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(c) There is consummated a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation, continue to own, in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any subsidiary of the Company, at least seventy-five percent (75%) of the combined voting power of the securities of the Company (or the surviving entity or any parent thereof) outstanding immediately after such merger or consolidation in substantially the same proportions as their ownership of the Company immediately prior to such merger or consolidation, or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially

owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

(d) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least seventy-five (75%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

2.7 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations and other applicable guidance promulgated thereunder.

2.8 “Company” means Alexandria Real Estate Equities, Inc.

2.9 “Compensation” means the Annual Retainer and Chair and Committee Fees paid to a Non-Employee Director by the Company in connection with his or her service as a Director of the Company.

2.10 “Deferred Compensation” means the amount of Compensation that a Participant elects to defer, any Restricted Stock Award that a Participant elects to forego and any Tax Gross-Up Payment that a Participant elects to defer pursuant to his or her Election.

2.11 “Disability” has the meaning set forth in Section 2.10 of the Incentive Plan, or any successor provision.

2.12 “Effective Date” means January 1, 2002.

2.13 “Election” means the election of a Participant pursuant to the terms of the Plan to defer Compensation, forego a Restricted Stock Award or defer a Tax Gross-Up Payment, which election shall be made on such form or forms as the Company may prescribe from time to time.

2.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

2.15 “Incentive Plan” means the Alexandria Real Estate Equities, Inc. Amended and Restated 1997 Stock Award and Incentive Plan, and any successor plan thereto.

2.16 “Market Value” means the closing sales price per share of Stock on the national securities exchange on which the Stock is principally traded on the date upon which such Market Value is to be determined for the purpose of crediting a Participant’s Phantom Stock Unit Account or making a distribution to a Participant therefrom.

2.17 “Non-Employee Director” means a member of the Board who is not currently an employee or officer of the Company.

2.18 “Nonrestricted Units” has the meaning set forth in Section 5.4.

2.19 “Participant” means each Non-Employee Director who elects to participate in the Plan.

2.20 “Phantom Stock Unit” means a single unit of value granted under the Plan, which when redeemed shall be a right to receive a share of Stock from the Company.

2.21 “Phantom Stock Unit Account” means an account maintained by the Company on its books for a Participant, to which shall be credited the Participant’s Deferred Compensation, which credited amounts shall be recorded as Phantom Stock Units and thus treated as if they had been used to purchase shares of Stock of the Company on the date on which the Participant’s Deferred Compensation is credited to such account, as adjusted for dividends, cash distributions, stock splits and similar adjustments determined under Section 5 and reduced by any distributions under the Plan made to a Participant or Beneficiary.

2.22 “Plan” means this Deferred Compensation Plan for Directors.

2.23 “Plan Year” means the calendar year.

2.24 “Restricted Period” has the meaning set forth in Section 5.5(a).

2.25 “Restricted Stock Award” means an award of shares of Stock pursuant to Section 6.4 of the Incentive Plan as in effect on the Effective Date, or any successor provision.

2.26 “Restricted Unit” has the meaning set forth in Section 5.4.

2.27 “Retirement” has the meaning set forth in Section 2.21 of the Incentive Plan, or any successor provision.

2.28 “Section 409A Grandfathered Amount” means any Deferred Compensation that was credited to a Participant’s Phantom Stock Unit Account under the Plan prior to January 1, 2005, plus any amounts credited to such Phantom Stock Unit Account with respect to such Deferred Compensation pursuant to Section 5.4(a).

2.29 “Section 409A Non-Grandfathered Amount” means any Deferred Compensation that was credited to a Participant’s Phantom Stock Unit Account under the Plan on or after January 1, 2005, plus any amounts credited to such Phantom Stock Unit Account with respect to such Deferred Compensation pursuant to Section 5.4(a).

2.30 “Stock” means common stock, par value $.01 per share, of the Company.

2.31 “Tax Gross-Up Payment” means a cash amount approved by the Company as a tax gross-up payment in respect of a Restricted Stock Award.

2.32 “Unforeseeable Emergency” has the meaning set forth in Section 6.5.

2.33 “Vesting Commencement Date” has the meaning set forth in Section 5.5(b).

3. PARTICIPATION IN THE PLAN

Eligibility for participation in the Plan shall be limited to Non-Employee Directors.

4. DEFERRED COMPENSATION ELECTIONS; ELECTION TO FOREGO RESTRICTED STOCK AWARD

4.1 Election to Defer Annual Retainer and Chair and Committee Fees.

(a) Prior to the beginning of each Plan Year, each Non-Employee Director may elect to defer one hundred percent (100%) of his or her Annual Retainer and/or Chair and Committee Fees payable with respect to such Plan Year. The amount of Annual Retainer and/or Chair and Committee Fees deferred shall be subject to the provisions of Section 4.1(c). In order to defer his or her Annual Retainer and/or Chair and Committee Fees, a Non-Employee Director must complete and return an executed Election to the Company prior to the time announced by the Company, which in any event shall be prior to the beginning of the Plan Year to which such Election relates. Notwithstanding the foregoing, with respect to each Plan Year, if a Non-Employee Director first becomes eligible to participate in the Plan during such Plan Year, such Election shall be filed within thirty (30) days following the date on which the Non-Employee Director is first eligible to participate and shall apply to Annual Retainer and/or Chair and Committee Fees payable in respect of services to be rendered during the portion of such Plan Year following such Election.

(b) A Non-Employee Director’s Election to defer his or her Annual Retainer and/or Chair and Committee Fees for a Plan Year shall apply only for such Plan Year and shall be irrevocable; provided, however, that a Non-Employee Director may (i) cancel such Election due to an Unforeseeable Emergency (as defined in Section 6.5) or a hardship distribution pursuant to Section 1.401(k)-1(d)(3) of the Treasury Regulations or (ii) amend such Election in accordance with Section 6.2(b). In order to defer his or her Annual Retainer and/or Chair and Committee Fees for a subsequent Plan Year, a Non-Employee Director must make a new Election in accordance with Section 4.1(a).

(c) The amount of Annual Retainer and/or Chair and Committee Fees deferred shall be withheld and deducted from the Participant’s Compensation without reduction for any income or employment tax withholding (except to the extent required by law) and shall be credited to a Phantom Stock Unit Account for the Participant as provided in Sections 5.3 and 5.4.

4.2 Election to Forego Restricted Stock Award.

(a) Prior to the beginning of each Plan Year, each Non-Employee Director may elect to forgo his or her right to receive Restricted Stock Award(s) that may be granted in such Plan Year. In order to elect to forego a Restricted Stock Award, a Non-Employee Director must complete and return an executed Election to the Company prior to the time announced by the Company, which in any event shall be prior to the beginning of the Plan Year to which such Election relates. Notwithstanding the foregoing, with respect to each Plan Year, if a Non-Employee Director first becomes eligible to participate in the Plan during such Plan Year, such Election shall be filed within thirty (30) days following the date on which the Non-Employee Director is first eligible to participate and shall apply to Restricted Stock Award(s) that may be granted during the portion of such Plan Year following such Election.

(b) A Non-Employee Director’s Election to forego a Restricted Stock Award for a Plan Year shall apply only for such Plan Year and shall be irrevocable; provided, however, that a Non-Employee Director may (i) cancel such Election due to an Unforeseeable Emergency (as defined in Section 6.5) or a hardship distribution pursuant to Section 1.401(k)-1(d)(3) of the Treasury Regulations or (ii) amend such Election in accordance with Section 6.2(b). In order to forego a Restricted Stock Award for a subsequent Plan Year, a Non-Employee Director must make a new Election in accordance with Section 4.2(a).

(c) Each forgone Restricted Stock Award, without reduction for any income or employment tax withholding (except to the extent required by law), shall result in credits to a Phantom Stock Unit Account for the Participant as provided in Sections 5.3 and 5.4.

4.3 Election to Defer Tax Gross-Up Payment.

(a) Prior to the beginning of each Plan Year, each Non-Employee Director may elect to defer one hundred percent (100%) of any Tax Gross-Up Payment that he or she may be eligible to receive in the Plan Year following such Plan Year. In order to defer such Tax Gross-Up Payment, a Non-Employee Director must complete and return an executed Election to the Company prior to the time announced by the Company, which in any event shall be more than one (1) year prior to the beginning of the Plan Year in which such Tax Gross-Up Payment otherwise would have been received by the Non-Employee Director. Notwithstanding the foregoing, if a Non-Employee Director first becomes eligible to participate in the Plan during the Plan Year, such Election shall be filed within thirty (30) days following the date on which the Non-Employee Director is first eligible to participate and shall apply to any Tax Gross-Up Payment payable during the following Plan Year.

(b) A Non-Employee Director’s Election to defer his or her Tax Gross-Up Payment for a Plan Year shall apply only for such Plan Year and shall be irrevocable; provided, however, that a Non-Employee Director may (i) cancel such Election due to an Unforeseeable Emergency (as defined in Section 6.5) or a hardship distribution pursuant to Section 1.401(k)-1(d)(3) of the Treasury Regulations or (ii) amend such Election in accordance with Section

6.2(b). In order to defer his or her Tax Gross-Up Payment for a subsequent Plan Year, a Non-Employee Director must make a new Election in accordance with Section 4.3(a).

(c) Each deferred Tax Gross-Up Payment, without reduction for any income or employment tax withholding (except to the extent required by law), shall be credited to a Phantom Stock Unit Account for the Participant as provided in Sections 5.3 and 5.4.

4.4 Manner of Elections. The Company may establish rules and procedures, and from time to time modify or change such rules and procedures, governing the manner of Elections to defer Compensation or Tax Gross-Up Payments or forego Restricted Stock Awards under the Plan, as it may determine in its sole discretion, including (but not limited to) establishing and changing any minimum or maximum amounts of Compensation, or percentages of any component of Compensation, that may be deferred hereunder.

5. PHANTOM STOCK UNIT ACCOUNT

5.1 Establishment of Phantom Stock Unit Account. The Company shall establish a Phantom Stock Unit Account with respect to Deferred Compensation for each Participant. The establishment of a Phantom Stock Unit Account constitutes only a method, by bookkeeping entry, of determining the amount of deferred benefits to be distributed under the Plan. The Company shall be under no obligation to acquire or hold any Stock or any other securities or specific assets by reason of the credits made to the Phantom Stock Unit Accounts hereunder.

5.2 Unsecured Creditors; Unfunded Plan. A Participant’s or Beneficiary’s rights to receive distributions under this Plan are those of an unsecured general creditor of the Company. Such rights constitute a promise by the Company to make distributions to Participants and their Beneficiaries in the future. All amounts under the Plan, including a Participant’s Phantom Stock Unit Account, shall remain (until paid to the Participant or Beneficiary) the property of the Company and shall be subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. The Plan shall be unfunded for federal tax purposes. The obligation of the Company may, in its sole discretion, be satisfied from any source of funds, including, but not limited to, payment from a trust or trusts established by the Company which permit such payments to be made therefrom; provided, however, that such trust or trusts constitute unfunded arrangements subject to the claims of the Company’s creditors in the event of its bankruptcy or insolvency. No Participant or Beneficiary shall have any secured or beneficial interest in any property, rights or investments held by the Company, whether or not held in connection with the Plan, including but not limited to any assets held in any trust established by the Company in connection with the Plan.

5.3 Timing of Credits. A Participant’s Deferred Compensation shall be credited to a Phantom Stock Unit Account as soon as practicable following the time at which such amounts would have been paid or transferred to the Participant in the absence of an Election; provided, however, that one-fourth (¼) of the full amount elected to be deferred from a Participant’s Annual Retainer for a Plan Year and/or all of the Chair and Committee Fees payable for the applicable calendar quarter shall be credited to the Phantom Stock Unit Account on the last day

of each calendar quarter on which Stock is traded on the New York Stock Exchange, except that no such amount shall be credited for any quarter of the Plan Year that begins after the Participant has ceased service as a Non-Employee Director. A Participant’s foregone Restricted Stock Award shall be credited to a Phantom Stock Unit Account as of the date on which such Restricted Stock Award would have been awarded to the Participant in the absence of an Election to forego such Restricted Stock Award.

5.4 Amount of Credits; Vesting. Deferred Compensation (excluding foregone Restricted Stock Award(s) credited to a Phantom Stock Unit Account) shall be converted into Phantom Stock Units, the number of which shall be equal to such Deferred Compensation to be credited to the Phantom Stock Unit Account divided by the Market Value of a share of Stock on the date of such credit, and such Phantom Stock Units shall be fully vested and nonforfeitable at all times. The number of Phantom Stock Units to be credited as Deferred Compensation by reason of an election to forego a Restricted Stock Award shall be equal to the number of shares of Stock subject to the foregone Restricted Stock Award, and such Phantom Stock Units shall be subject to the same vesting and forfeiture restrictions to which the foregone Restricted Stock Award would have been subject. Phantom Stock Units subject to vesting or forfeiture restrictions are referred to in this Plan as “Restricted Units,” and fully vested and nonforfeitable Phantom Stock Units are referred to in this Plan as “Nonrestricted Units.” Phantom Stock Unit Accounts shall be adjusted on account of dividends, cash distributions, stock splits and similar events as follows:

(a) As of the date when any cash dividend or other cash distribution is payable with respect to the Stock, there shall be credited to the Phantom Stock Unit Account an amount equal to the value which would have been payable with respect to shares of Stock equal in number to the number of Phantom Stock Units then credited to the Phantom Stock Unit Account. Such amount shall then be converted into a number of Phantom Stock Units based upon the amount to be credited divided by the Market Value of a share of Stock on the date of the credit. All Phantom Stock Units credited under this Section 5.4(a) shall be Nonrestricted Units, without regard to whether the Phantom Stock Units from which they are derived are Restricted Units or Nonrestricted Units.

(b) In the event of any change in the number of shares of outstanding Stock by reason of any stock split, stock dividend, recapitalization, or the like, whereby the outstanding shares of Stock are adjusted, the number of Phantom Stock Units credited to the Phantom Stock Unit Account shall be equitably adjusted to reflect such change. Any adjustments provided in this Section 5.4(b) with respect to Nonrestricted Units shall be in the form of Nonrestricted Units. Any adjustments provided in this Section 5.4(b) with respect to Restricted Units shall be in the form of Restricted Units, which shall be subject to the same vesting and forfeiture terms and conditions applicable to the original Restricted Units from which they are derived.

5.5 Restricted Units.

(a) Restricted Units shall be subject to the terms and conditions set forth in Section 5.5(b) until the end of the specified restricted period applicable to such Restricted Units

(the “Restricted Period”). Restricted Units not previously forfeited shall vest and become nonforfeitable during the applicable Restricted Period and shall thereafter be Nonrestricted Units.

(b) The “Vesting Commencement Date” for Restricted Units credited to a Participant’s Phantom Stock Unit Account in respect of a foregone Restricted Stock Award shall be the date on which such Restricted Stock Award would have been received by the Participant in the absence of an Election to forego such Restricted Stock Award. The Restricted Period for such Restricted Units credited to a Participant’s Phantom Stock Unit Account shall be determined by the Company and communicated to the Participant in advance of the time the Participant must make his or her Election for a Plan Year.

(c) Any applicable Restricted Period shall terminate and any Phantom Stock Units that are then Restricted Units shall immediately become Nonrestricted Units as of the date any of the following occurs: (i) a Change of Control occurs; (ii) the Participant’s service with the Company ceases due to the Participant’s death or Disability; (iii) the Participant is removed by the Company’s stockholders as a member of the Board or fails to be reelected by the Company’s stockholders as a member of the Board, in either case without Cause; or (iv) the Participant fails to be nominated for reelection to the Board without Cause. If a Participant’s service with the Company ceases for any reason other than as set forth in the preceding sentence, then any Phantom Stock Units that are then Restricted Units shall be forfeited, and all rights of the Participant to receive any benefits under the Plan attributable to such forfeited Restricted Units shall terminate.

6. DISTRIBUTION OF PLAN BENEFITS

6.1 Form of Benefit. All benefits paid under this Plan shall be paid in a single sum in the form of whole shares of Stock under the Incentive Plan, with any fractional shares of Stock being paid in a single sum in the form of cash based on the Market Value of a share of Stock on the date of the payment. The portion of such shares paid in respect of any deferred Annual Retainer, Chair and Committee Fees and Tax Gross-Up Payment shall be paid pursuant to Section 6.5 of the Incentive Plan and the portion of such shares paid in respect of any foregone Restricted Stock Award shall be paid pursuant to Section 6.6 of the Incentive Plan.

6.2 Distribution Elections.

(a) At the time of each Election pursuant to Sections 4.1, 4.2 or 4.3 to defer receipt of Compensation, forego receipt of a Restricted Stock Award or defer receipt of a Tax Gross-Up Payment, a Participant also shall elect, on such form as the Company prescribes, the date of distribution of the portion of his or her Phantom Stock Unit Account attributable to the amount of Deferred Compensation specified in such Election; provided, however , that if the Participant elects to forego receipt of a Restricted Stock Award pursuant to such Election, the Participant must elect a date of distribution for the entire portion of his or her Phantom Stock Unit Account attributable to the amount of Deferred Compensation specified in such Election that is on or after the end of the applicable Restricted Period for the foregone Restricted Stock Award.

(b) A Participant may change his or her distribution election in accordance with procedures determined by the Company, provided, however , that:

(i) With respect to Section 409A Grandfathered Amounts, any changed election shall not be effective unless a full calendar year passes between the calendar year in which such changed election is submitted and the calendar year in which the distribution date designated in such change election occurs; and

(ii) With respect to Section 409A Non-Grandfathered Amounts, any changed election (A) shall not take effect until at least twelve (12) months after the date on which the change is made, (B) must be made more than twelve (12) months prior to the date distribution otherwise would have been made and (C) must designate a new date for distribution that is at least five (5) years following the date distribution otherwise would have been made.

(c) No elections under this Section 6.2 may be made or changed as to distributions from a Participant’s Phantom Stock Unit Account unless the Board has approved in advance such election or change of election in a manner, if any, that satisfies the requirements for exemption of Phantom Stock Unit Account transactions pursuant to Rule 16b-3 promulgated under the Exchange Act.

6.3 Termination of Service on the Board or Change of Control. As soon as administratively practicable following the termination of a Participant’s service on the Board, and notwithstanding any election that the Participant has made under the Plan pursuant to Section 6.2, the Company shall pay to such Participant or to the Participant’s Beneficiary in a lump sum all amounts then credited to the Participant’s Phantom Stock Unit Account as Nonrestricted Units (including formerly Restricted Units which become Nonrestricted Units on account of such termination in accordance with Section 5.5(c)), and any Restricted Units shall be forfeited; provided, however , that with respect to Section 409A Non-Grandfathered Amounts, if a Change of Control occurs prior to any such elected date of distribution pursuant to Section 6.2 or termination of service, payment of such amounts shall be made in a lump sum as soon as administratively feasible after the effective date of the Change of Control, provided that the Change of Control constitutes a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, as determined in accordance with Section 1.409A-3(i)(5) of the Treasury Regulations.

6.4 Early Distribution of Section 409A Grandfathered Amounts. A Participant may elect to receive a distribution of all or any portion of the amount of Section 409A Grandfathered Amounts then credited to the Participant’s Phantom Stock Unit Account as Nonrestricted Units on a date prior to that established under the Plan, including the Participant’s distribution election under Section 6.2; provided, however, that (i) the amount distributed shall be equal to ninety percent (90%) of the amount elected by the Participant, and (ii) the remaining ten percent (10%) of the amount elected by the Participant shall be treated as forfeited by the Participant. A Participant may not receive any early distributions of any Section 409A Non-Grandfathered Amounts pursuant to this Section 6.4.

10.

6.5 Unforeseeable Emergency. Upon application by a Participant, the Company may direct the distribution in a lump sum of all or a portion of the remaining amount credited to the Participant’s Phantom Stock Unit Account as Nonrestricted Units in the event of an Unforeseeable Emergency. Any such application must set forth the circumstances constituting such Unforeseeable Emergency. The determination as to whether an Unforeseeable Emergency exists and as to the amount distributable under the Plan as a result of such Unforeseeable Emergency shall be made by the Company in its sole discretion.

For purposes of the Plan, an “Unforeseeable Emergency” shall mean any severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent (as defined in Section 152(a) of the Code) of the Participant, (ii) loss of the Participant’s property due to casualty, or (iii) other similar extraordinary and unforeseen circumstances arising as a result of events beyond the control of the Participant. Any distribution pursuant to this provision is limited to the amount necessary to meet the Unforeseeable Emergency, and any amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from such distribution. The distribution may not exceed the then vested portion of the Participant’s Account. The circumstances that will constitute an Unforeseeable Emergency will depend upon the facts of each case, but, in any case, payment may not be made to the extent that such emergency is or may be relieved (i) through reimbursement or compensation by insurance or otherwise; (ii) by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship; or (iii) by cessation of deferrals under the Plan. Furthermore, examples of events that would not be considered Unforeseeable Emergencies include the need to send a Participant’s child to college or the desire to purchase a home.

6.6 No Assignment or Alienation. The right to receive a distribution under this Plan shall not be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber, or charge such right shall be void. No distribution or right to distribution shall in any manner be liable for or subject to debts, contracts, liabilities or torts of the Participant or the Participant’s Beneficiary.

7. ADMINISTRATION

7.1 Plan Administrator. The Company shall be the sole administrator of the Plan and will administer the Plan and interpret, construe and apply its provisions in accordance with its terms. The Company shall further establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Company in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons.

7.2 Account Statements. Each Participant will receive an annual statement in such form as the Company deems desirable setting forth the balance standing to the credit of the Participant’s Phantom Stock Unit Account.

11.

7.3 Claims, Inquiries and Appeals.

(a) Applications for Benefits and Inquiries. Any application for benefits, inquiries about the Plan or inquiries about present or future rights under the Plan must be submitted to the Company in writing by an applicant (or his or her authorized representative) to the following address:

Alexandria Real Estate Equities, Inc.

Attention: Chief Executive Officer/Chief Financial Officer

385 E. Colorado Boulevard, Suite 299

Pasadena, CA 91101

(b) Denial of Claims. In the event that any application for benefits is denied in whole or in part, the Company must provide the applicant with written or electronic notice of the denial of the application, and of the applicant’s right to review the denial. The notice of denial will be set forth in a manner designed to be understood by the applicant and will include the following:

(i) the specific reason or reasons for the denial;

(ii) references to the specific Plan provisions upon which the denial is based;

(iii) a description of any additional information or material that the Company needs to complete the review and an explanation of why such information or material is necessary; and

(iv) an explanation of the Plan’s review procedures and the time limits applicable to such procedures.

This notice of denial will be given to the applicant within ninety (90) days after the Company receives the application, unless special circumstances require an extension of time, in which case, the Company has up to an additional ninety (90) days for processing the application. If an extension of time for processing is required, written notice of the extension will be furnished to the applicant before the end of the initial ninety (90) day period.

This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Company is to render its decision on the application.

(c) Request for a Review. Any person (or that person’s authorized representative) for whom an application for benefits is denied, in whole or in part, may appeal the denial by submitting a request for a review to the Company within sixty (60) days after the application is denied. A request for a review shall be in writing and shall be addressed to:

12.

Alexandria Real Estate Equities, Inc.

Attention: Chief Executive Officer/Chief Financial Officer

385 E. Colorado Boulevard, Suite 299

Pasadena, CA 91101

A request for review must set forth all of the grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunity to submit (or the Company may require the applicant to submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or her representative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to his or her claim. The review shall take into account all comments, documents, records and other information submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(d) Decision on Review. The Company will act on each request for review within sixty (60) days after receipt of the request, unless special circumstances require an extension of time (not to exceed an additional sixty (60) days), for processing the request for a review. If an extension for review is required, written notice of the extension will be furnished to the applicant within the initial sixty (60) day period. This notice of extension will describe the special circumstances necessitating the additional time and the date by which the Company is to render its decision on the review. The Company will give prompt, written or electronic notice of its decision to the applicant. In the event that the Company confirms the denial of the application for benefits in whole or in part, the notice will set forth, in a manner calculated to be understood by the applicant, the following:

(i) the specific reason or reasons for the denial;

(ii) references to the specific Plan provisions upon which the denial is based; and

(e) Rules and Procedures. The Company will establish rules and procedures, consistent with the Plan, as necessary and appropriate in carrying out its responsibilities in reviewing benefit claims. The Company may require an applicant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’s own expense.

13.

that the application is denied, (iii) has filed a written request for a review of the application in accordance with the appeal procedure described in Section 7.3(c) above, and (iv) has been notified that the Company has denied the appeal. Notwithstanding the foregoing, if the Company does not respond to a Participant’s claim or appeal within the relevant time limits specified in this Section 7.3, the Participant may bring legal action for benefits under the Plan.

8. BENEFICIARY DESIGNATION

Each Participant shall have the right, at any time, to designate any person or persons as Beneficiary or Beneficiaries (both primary as well as contingent) to whom distributions under this Plan shall be made in the event of the Participant’s death prior to complete distribution to the Participant of the benefits due the Participant under the Plan. Each Beneficiary designation shall become effective only when filed in writing with the Company during the Participant’s lifetime on a form prescribed by the Company. The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed. The spouse of a married Participant domiciled in a community property jurisdiction shall join in any designation of Beneficiary or Beneficiaries other than the spouse. If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Company shall direct the distribution of such benefits to the Participant’s estate.

9. MISCELLANEOUS

9.1 Effective Date; Amendment and Termination. This Plan shall be effective January 1, 2002, with continuation thereafter contemplated, subject to review of its operation. However, this Plan shall at all times remain subject to amendment, modification or termination by action of the Company or the Board; provided, however, in the event of termination of the Plan, any Nonrestricted Units held in a Participant’s Phantom Stock Unit Account shall be distributed to the Participant in accordance with Section 6 hereof, and any Restricted Units shall continue to vest in accordance with the terms of their vesting schedules and, upon becoming Nonrestricted Units, shall be distributed to the Participant in accordance with Section 6 hereof.

9.2 No Employment or Service Rights. This Plan shall not be deemed to constitute a contract of employment or service between the Company and any Participant. Nothing contained in this Plan shall be deemed to give any Participant the right to be retained in the service of the Company or to interfere with the right of the Company or the Board to discharge any Participant at any time regardless of the effect which such discharge shall have upon such individual as a Participant in the Plan.

9.3 Arbitration. All disputes, claims, or causes of action arising from or relating to this Plan shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Los Angeles, California, conducted by JAMS under the then applicable JAMS rules. All Participants and the Company shall be deemed to have waived the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. The arbitrator shall: (a) have the authority to compel adequate

14.

discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award. The arbitrator shall be authorized to award any or all remedies that the parties would be entitled to seek in a court of law. The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required if the dispute were decided in a court of law. Nothing in this Plan is intended to prevent either the Company or a Participant from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.

9.4 Governing Law. This Plan shall be construed in accordance with and governed by the laws of the State of California.

9.5 Severability. In the event any provision of this Plan is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provisions of this Plan.

9.6 Notice. Any notice of filing required or permitted to be given to the Company under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the principal office of the Company, directed to the attention of the Chief Financial Officer for the Company. Such notice shall be deemed given as of the date of delivery or, the postmark on the receipt for registration or certification.

9.7 Successors. This Plan shall be binding upon the Company and its successors and assigns.

15.

EXHIBIT 10.12

SUMMARY OF DIRECTOR COMPENSATION ARRANGEMENTS

Independent non-employee directors of Alexandria Real Estate Equities, Inc. (the “Company”) will receive the following compensation in 2011:

· An annual retainer fee of $100,000;

· The committee chairpersons will receive additional annual fees as follows:

Lead Independent Director	$35,000
Audit Committee Chairperson	$30,000
Compensation Committee Chairperson	$20,000
Nominating & Governance Committee Chairperson	$15,000

· The committee members, other than the chairpersons, will receive additional annual fees as follows:

Audit Committee	$12,000
Compensation Committee	$8,000
Nominating & Governance Committee	$6,000
Pricing Committee	$6,000

· Reimbursement of out-of-pocket expenses incurred to attend such meetings;

· A restricted stock grant of 1,365 shares of common stock on December 31, 2010 under the Company’s Amended and Restated 1997 Stock Award and Incentive Plan. Such shares vest as follows: 342 shares vest on March 31, 2011, 341 shares vest on March 31, 2012, 341 shares vest on March 31, 2013 and 341 shares vest on March 31, 2014.

The Company’s independent non-employee directors may elect to defer all or any portion of the fees above in accordance with the Company’s deferred compensation plan for its directors.

Directors who are also employees of the Company will not receive any compensation for their services as directors of the Company.

EXHIBIT 10.17

[EXECUTION COPY]

ESCROW AGREEMENT

This ESCROW AGREEMENT (this “ Escrow Agreement ”), dated as of December 17, 2010, is entered into among ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation (“ Parent ”), ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership (“ Operating Partnership ”), the other Borrowers (as defined below) , the Amendment Lenders (as defined below), BANK OF AMERICA, N.A., as Administrative Agent under the Existing Credit Agreement, (the “ Administrative Agent ”), BANK OF AMERICA, N.A., as Swing Line Lender and L/C Issuer under the Existing Credit Agreement and Moore & Van Allen, PLLC in the capacity of escrow agent hereunder (the “ Escrow Agent ”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Amendment (as defined below).

RECITALS

WHEREAS, the Parent, the Operating Partnership and certain subsidiaries of the Parent (collectively, the “ Borrowers ”), the Administrative Agent and the lenders party thereto (the “ Amendment Lenders ”) intend to enter into a Third Amendment to Second Amended and Restated Credit Agreement in the form attached hereto as Exhibit 1 (together with all exhibits and schedules attached thereto, the “ Amendment ”);

WHEREAS, the parties hereto have agreed to establish an escrow arrangement by entering into this Escrow Agreement, as more fully described in the Amendment; and

WHEREAS, the parties hereto agree to deliver signature pages to the Amendment (the “ Signature Pages ”) in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and in the Credit Agreement, the parties hereto agree as follows:

AGREEMENT

SECTION 1. Submission of Signature Pages Irrevocable . Each of the Borrowers, the Administrative Agent and the Amendment Lenders (a) agree to submit their signature pages to the Amendment to be held by the Escrow Agent in escrow in accordance with the terms hereof and (b) hereby acknowledge and agree that each Signature Page delivered by it to the Escrow Agent cannot be released from escrow, or withdrawn or revoked, except in accordance with the terms of this Escrow Agreement.

SECTION 2. Conditions Precedent to Escrow. Each of the Borrowers, the Administrative Agent and the Amendment Lenders agree that (a) the conditions of escrow set forth in Section 2(a) of the Amendment have been satisfied, (b) to the extent any Borrowers are released from the Existing Credit Agreement or joined to the Existing Credit Agreement after the date hereof and prior to the Escrow Termination Date (as defined below), the Borrowers shall have delivered updated signature pages to the Amendment or joinder agreements to the Amendment to reflect such changes and (c) a lender may become a party to this Escrow Agreement after the date hereof provided that such lender must (i) enter

into a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and (ii) provide a Signature Page to the Amendment. In connection with any transaction permitted by Section 2(c) above, the parties hereto agree that Exhibit B (Schedule 2.01A) to the Amendment may be updated by the Administrative Agent (with the consent of the Parent and any Lender whose Revolving Commitment has been adjusted, in each case, not to be unreasonably withheld or delayed) to reflect such transaction.

SECTION 3. Release of Signature Pages . Upon satisfaction of the conditions to effectiveness set forth in Section 2(b) of the Amendment, the Borrowers, the Administrative Agent and the Amendment Lenders hereby authorize the Escrow Agent to (a) without further consent, automatically release the Signature Pages from escrow and attach them to the Amendment, whereupon the Amendment shall be deemed closed and shall become effective in accordance with its terms as of such date and (b) date the Amendment the date that the Signature Pages are released (which shall be deemed to be the Amendment Effective Date) and to otherwise complete blanks in the Amendment and the Amended Credit Agreement consistent with such date. For the avoidance of doubt, it is understood and agreed that prior to the Amendment Effective Date, the Amendment (including any exhibits or schedules attached thereto) shall not be modified from the version attached hereto as Exhibit 1 (other than to reflect the Amendment Effective Date as set forth above or any release or joinder of any Borrower as set forth in Section 2 of this Escrow Agreement) without the written consent of the Borrowers, the Administrative Agent and the Amendment Lenders.

SECTION 4. Termination of Escrow . The escrow arrangements set forth herein shall terminate and the Signature Pages shall be deemed to have been revoked on January 31, 2011 (the “ Escrow Termination Date ”) if the conditions set forth in Section 2(b) of the Amendment have not been satisfied on or prior to such date. The Parent agrees that, on the Escrow Termination Date, it shall be liable in full for all fees set forth in that certain Fee Letter, dated as of October 20, 2010, among the Parent, Merrill Lynch Pierce, Fenner & Smith (as successor by merger to Banc of America Securities LLC), Bank of America, N.A., J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A. (the “ Fee Letter ”) that are due and payable upon the closing of the Amendment even though the closing did not occur and such fees shall be paid in full by the Parent on the Escrow Termination Date (except for fees owed to any Amendment Lender that has failed to perform or satisfy its obligations under the Amendment).

SECTION 5. General Provisions concerning the Escrow Agent.

(a) Duties . The duties and responsibilities of the Escrow Agent will be limited to those expressly set forth in this Escrow Agreement and such duties shall be deemed purely ministerial in nature. The Escrow Agent will only release the Signature Pages pursuant to Section 3 above upon instruction from the Administrative Agent. The Escrow Agent will not be subject to, nor obligated to recognize, any provision of any other agreement between, or direction or instruction of, any or all of the parties to this Escrow Agreement.

(b) Reliance on Orders . If delivery of the Signature Pages are stayed or enjoined by any court order, or in case any order, judgment or decree is made or entered by any court affecting the Signature Pages, the Escrow Agent is authorized, in its sole discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel is binding upon it. If the Escrow Agent complies with any such order, writ, judgment or decree, it will not be liable to any of the other parties to this Escrow Agreement or to any other person by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated.

(c) Limitation on Liability . The Escrow Agent will not be liable for any act taken or not taken by it under this Escrow Agreement in the absence of its gross negligence or willful misconduct. The Escrow Agent will also be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine (including facsimiles and electronic transmissions thereof). The Escrow Agent shall not be responsible for any failure of any of the other parties hereto to perform in accordance with the terms hereof.

(d) Conflicting Demands . In the event of any dispute among the parties hereto regarding the duties of the Escrow Agent under this Escrow Agreement, the parties hereto agree that the Escrow Agent will take no action until: (i) such action is agreed to in writing by the parties hereto or (ii) the issuance of a final court order by a court of competent jurisdiction directing the Escrow Agent with respect to the action which is the subject of the dispute.

(e) Indemnification . The Borrowers hereby agree, jointly and severally, to indemnify the Escrow Agent for, and to defend and hold the Escrow Agent harmless against, any loss, liability or expense arising out of or in connection with the Escrow Agent’s entering into this Escrow Agreement and carrying out the Escrow Agent’s duties hereunder, including reasonable and documented costs and expenses of successfully defending the Escrow Agent against any claim of liability with respect thereto; provided the loss, liability or expense is incurred without gross negligence or willful misconduct on the part of the Escrow Agent. The Escrow Agent may consult with counsel of its own choice and will have full and complete authorization and protection for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel. The provisions of this section shall survive the termination of this Escrow Agreement or removal of the Escrow Agent.

SECTION 6. General Provisions concerning the Administrative Agent . The Administrative Agent shall be permitted to rely on such information as it deems reasonable to determine if the conditions set forth in Section 2(b) of the Amendment have been satisfied and inform the Escrow Agent that the Signature Pages can be released. The Administrative Agent shall not be liable to the Borrowers or the Amendment Lenders for any action taken or not taken hereunder, in the absence of its gross negligence or willful misconduct. The provisions of Article IX and of Sections 10.04 and 10.21 of the Existing Credit Agreement shall inure to the benefit of the Administrative Agent as if fully set forth herein and effective from the date hereof and as if each reference therein to the Loan Documents included a reference to this Escrow Agreement.

SECTION 7. Miscellaneous .

(a) All notices or other communications to any party hereunder shall be in writing and shall be given to the addresses set forth or referred to in the Existing Credit Agreement.

(b) This Escrow Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(c) This Escrow Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(d) This Escrow Agreement shall become effective upon receipt by the Administrative Agent of the signature pages of each of the Borrowers, the Administrative Agent and the Amendment Lenders, as identified in the Amendment, as of the date hereof.

(e) This Escrow Agreement may not be modified, amended or replaced, except by written agreement signed by each of the parties hereto.

(f) The terms of Sections 10.14 and 10.15 of the Existing Credit Agreement are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to those terms.

(g) The provisions of this Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that a Borrower may not assign or otherwise transfer any of its rights under this Escrow Agreement without the prior written consent of the Administrative Agent and each of the Amendment Lenders.

(h) The opinions referenced in Section 2(b)(ii) of the Amendment shall be substantially in the form of Exhibit 2 attached hereto.

IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

ALEXANDRIA REAL ESTATE EQUITIES, INC.,
a Maryland corporation


By:	/s/ Dean A. Shigenaga
Name:						Dean A. Shigenaga
Title:						Chief Financial Officer


ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership

By: ARE-QRS Corp., a Maryland corporation,
general partner


		By:		/s/ Dean A. Shigenaga
					Name: Dean A. Shigenaga
					Title: Chief Financial Officer




ARE-QRS CORP., a Maryland corporation


By:			/s/ Dean A. Shigenaga
Name:						Dean A. Shigenaga
Title:						Chief Financial Officer


ARE ACQUISITIONS, LLC, a Delaware limited liability company

By: ARE-QRS Corp., a Maryland corporation, managing member


			By:	/s/ Dean A. Shigenaga
						Name:	Dean A. Shigenaga
						Title:	Chief Financial Officer

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

123 AUCTION, LLC
ARE-377 PLANTATION STREET, LLC
ARE-6166 NANCY RIDGE, LLC
ARE-EAST RIVER SCIENCE PARK, LLC
ARE-EASTLAKE AVENUE NO. 3, LLC
ARE-MA REGION NO. 13, LLC
ARE-MA REGION NO. 14, LLC
ARE-MA REGION NO. 19, LLC
ARE-MA REGION NO. 20, LLC
ARE-MA REGION NO. 21, LLC
ARE-MA REGION NO. 23, LLC
ARE-MA REGION NO. 25, LLC
ARE-MA REGION NO. 26, LLC
ARE-MA REGION NO. 28, LLC
ARE-MA REGION NO. 30, LLC
ARE-MA REGION NO. 32, LLC
ARE-MA REGION NO. 33 LLC
ARE-MA REGION NO. 34, LLC
ARE-MA REGION NO. 35, LLC
ARE-MA REGION NO. 36, LLC
ARE-MA REGION NO. 37, LLC
ARE-MA REGION NO. 38, LLC
ARE-MA REGION NO. 40, LLC
ARE-MA REGION NO. 43, LLC
ARE-MARYLAND NO. 23, LLC
ARE-MD NO. 1, LLC
ARE-NC REGION NO. 6, LLC
ARE-NC REGION NO. 7, LLC
ARE-NC REGION NO. 9, LLC
ARE-NC REGION NO. 11, LLC
ARE-PA REGION NO. 6, LLC
ARE-PA REGION NO. 7, LLC
ARE-PASADENA NO. 3, LLC,
each a Delaware limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


	By:	/s/ Dean A. Shigenaga
		Name:	Dean A. Shigenaga
		Title:	Chief Financial Officer

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ARE-SAN FRANCISCO NO. 12, LLC
ARE-SAN FRANCISCO NO. 15, LLC
ARE-SAN FRANCISCO NO. 18, LLC
ARE-SAN FRANCISCO NO. 19, LLC
ARE-SAN FRANCISCO NO. 25, LLC
ARE-SAN FRANCISCO NO. 26, LLC
ARE-SAN FRANCISCO NO. 29, LLC
ARE-SAN FRANCISCO NO. 33, LLC
ARE-SAN FRANCISCO NO. 41, LLC
ARE-SAN FRANCISCO NO. 42, LLC
ARE-SD REGION NO. 17, LLC
ARE-SD REGION NO. 18, LLC
ARE-SD REGION NO. 23, LLC
ARE-SD REGION NO. 24, LLC
ARE-SD REGION NO. 25, LLC
ARE-SD REGION NO. 29, LLC
ARE-SD REGION NO. 32, LLC
ARE-SEATTLE NO. 10, LLC
ARE-SEATTLE NO. 12, LLC
ARE-SEATTLE NO. 14, LLC
ARE-SEATTLE NO. 15, LLC
ARE-SEATTLE NO. 16, LLC
ARE-SEATTLE NO. 17, LLC
ARE-SEATTLE NO. 20, LLC
ARE-SEATTLE NO. 22, LLC
ARE-SEATTLE NO. 23, LLC
ARE-SEATTLE NO. 24, LLC
ARE-SEATTLE NO. 25, LLC
ARE-SEATTLE NO. 27, LLC
ARE-SORRENTO VIEW, LLC
GDD INDUSTRIES, LLC
GULL AVENUE, LLC
JBC ENDEAVORS, LLC
JC TWINS, LLC
JP HOSPITALITY, LLC
JSW INDUSTRIES, LLC
JSW PROPERTIES, LLC
LMC STORAGE, LLC
ORANGE COAST, LLC
SAR ENTERPRISES, LLC,
each a Delaware limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


	By:	/s/ Dean A. Shigenaga
		Name:	Dean A. Shigenaga
		Title:	Chief Financial Officer

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ARE-100/800/801 CAPITOLA, LLC
ARE-10505 ROSELLE STREET, LLC
ARE-108 ALEXANDER ROAD, LLC
ARE-129/153/161 HILL STREET, LLC
ARE-14 FIRSTFIELD ROAD, LLC
ARE-150/154 TECHNOLOGY PARKWAY, LLC
ARE-19 FIRSTFIELD ROAD, LLC
ARE-2425/2400/2450 GARCIA BAYSHORE, LLC
ARE-2625/2627/2631 HANOVER, LLC
ARE-279 PRINCETON ROAD, LLC
ARE-3770 TANSY STREET, LLC
ARE-480 ARSENAL STREET, LLC
ARE-5 TRIANGLE DRIVE, LLC
ARE-500 ARSENAL STREET, LLC
ARE-6146 NANCY RIDGE, LLC
ARE-700/730 SOUTH RAYMOND, LLC
ARE-7030 KIT CREEK, LLC
ARE-770/784/790 MEMORIAL DRIVE, LLC
ARE-819/863 MITTEN ROAD, LLC
ARE-EAST JAMIE COURT, LLC,
each a Delaware limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, managing member

By: ARE-QRS Corp., a Maryland corporation, general partner

	By:	/s/ Dean A. Shigenaga
		Name:		Dean A. Shigenaga
		Title:		Chief Financial Officer


ARE-10933 NORTH TORREY PINES, LLC
ARE-3535/3565 GENERAL ATOMICS COURT, LLC, each a Delaware limited liability company

By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member

	By:		/s/ Dean A. Shigenaga
			Name:	Dean A. Shigenaga
			Title:	Chief Financial Officer

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ARE-JOHN HOPKINS COURT, LLC,
each a Delaware limited liability company

By: ARE-QRS Corp., a Maryland corporation, managing member

	By:			/s/ Dean A. Shigenaga
				Name:			Dean A. Shigenaga
				Title:			Chief Financial Officer


ARE-381 PLANTATION STREET, LLC
ARE-60 WESTVIEW, LLC
ARE-ONE INNOVATION DRIVE, LLC,
each a Delaware limited liability company

By: AREE-Holdings, L.P., a Delaware limited partnership, managing member

By: ARE-GP Holdings QRS Corp., a Delaware corporation, general partner


	By:	/s/ Dean A. Shigenaga
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer


ARE-WESTERN NEWBROOK, LLC,
a Delaware limited liability company

By: AREE-Holdings II, L.P., a Delaware limited partnership, managing member

By: ARE-GP/II Holdings QRS Corp., a Delaware corporation, general partner


	By:		/s/ Dean A. Shigenaga
			Name:			Dean A. Shigenaga
			Title:			Chief Financial Officer

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware limited liability company

By: ARE-GP/VI Holdings QRS Corp., a Delaware corporation, managing member


	By:	/s/ Dean A. Shigenaga
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer


ARE-BELMONT, LLC,
a Delaware limited liability company

By: ARE-BELMONT MM, LLC, a Delaware limited liability company, managing member

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


			By:	/s/ Dean A. Shigenaga
				Name:		Dean A. Shigenaga
				Title:		Chief Financial Officer


ARE-708 QUINCE ORCHARD, LLC,
a Delaware limited liability company

By: ARE-GP 708 Quince Orchard QRS Corp., a Maryland corporation, managing member


	By:	/s/ Dean A. Shigenaga
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ARE-MA REGION NO. 9, LLC,
a Delaware limited liability company

By: ARE-MA REGION NO. 9 MM, LLC, a Delaware limited liability company, manager

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, as general partner


By:		/s/ Dean A. Shigenaga
		Name:		Dean A. Shigenaga
		Title:		Chief Financial Officer


ARE-VIRGINIA NO. 2, LLC,
a Delaware limited liability company

By: ARE-Virginia No. 2 Member, LLC, a Delaware limited liability company, manager

By: Alexandria Real Estate Equities, Inc., a Maryland corporation, sole member


By:	/s/ Dean A. Shigenaga
	Name:		Dean A. Shigenaga
	Title:		Chief Financial Officer


ARE-702 ELECTRONIC DRIVE, L.P
ARE-PA REGION NO. 3, L.P.
ARE-PA REGION NO. 4, L.P.,
each a Delaware limited partnership

By: AREE-Holdings, L.P., a Delaware limited partnership, general partner

By: ARE-GP Holdings QRS Corp., a Delaware corporation, general partner


By:	/s/ Dean A. Shigenaga
	Name:		Dean A. Shigenaga
	Title:		Chief Financial Officer

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ARE-SAN FRANCISCO NO. 21, LP,
a California limited partnership

By: ARE-San Francisco No. 21 GP, LLC, a Delaware limited liability company, general partner

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


By:		/s/ Dean A. Shigenaga
		Name:		Dean A. Shigenaga
		Title:		Chief Financial Officer


ARE-MARYLAND NO. 25, LLC
ARE-MARYLAND NO. 26, LLC
ARE-MARYLAND NO. 27, LLC
ARE-MARYLAND NO. 31, LLC
ARE-MARYLAND NO. 32, LLC,
each a Maryland limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


By:	/s/ Dean A. Shigenaga
	Name:		Dean A. Shigenaga
	Title:		Chief Financial Officer

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ARE-MARYLAND NO. 30, LLC,
a Maryland limited liability company

By: ARE-Maryland No. 29, LLC, a Delaware limited liability company, sole member

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


By:				/s/ Dean A. Shigenaga
				Name:		Dean A. Shigenaga
				Title:		Chief Financial Officer


ARE-5 RESEARCH PLACE, LLC,
a Maryland limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, manager

By: ARE-QRS Corp., a Maryland corporation, general partner


By:			/s/ Dean A. Shigenaga
			Name:		Dean A. Shigenaga
			Title:		Chief Financial Officer


ARE-MARYLAND NO. 7 CORP.
ARE-MARYLAND NO. 8 CORP.
ARE-25/35/45 W. WATKINS CORP.,
each a Maryland corporation


By:	/s/ Dean A. Shigenaga
Name:		Dean A. Shigenaga
Title:		Chief Financial Officer

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ARE-BC NO. 1 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee of ARE-BC NO. 1 TRUST


By:	/s/ Erwin M. Soriano
	Name:	Erwin M. Soriano
	Title:	Assistant Vice President


A.R.E. QUEBEC NO. 1 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee of A.R.E. QUEBEC NO. 1 TRUST


By:	/s/ Erwin M. Soriano
	Name:	Erwin M. Soriano
	Title:	Assistant Vice President


A.R.E. QUEBEC NO. 2 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee of A.R.E. QUEBEC NO. 2 TRUST


By:	/s/ Erwin M. Soriano
	Name:	Erwin M. Soriano
	Title:	Assistant Vice President


ARE-BC NO. 2 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its individual capacity but solely as trustee of
ARE-BC NO. 2 TRUST


By:	/s/ Erwin M. Soriano
	Name:	Erwin M. Soriano
	Title:	Assistant Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

Address for all the foregoing:

Alexandria Real Estate Equities, Inc.

385 E. Colorado Blvd., Suite 299

Pasadena, CA 91101

Attention: Joel S. Marcus, Chief Executive Officer

Telephone: (626) 578-0777

Telecopier: (626) 578-0770

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

LENDERS:

BANK OF AMERICA, N.A .
as Lender, Swing Line Lender and L/C Issuer


By:	/s/ James P. Johnson
Name:		James P. Johnson
Title:		Senior Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CITICORP NORTH AMERICA, INC.


By:	/s/ John Rowland
Name:		John Rowland
Title:		Director

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

SOVEREIGN BANK


By:	/s/ Frederick H. Murphy, Jr.
Name:		Frederick H. Murphy, Jr.
Title:		Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE ROYAL BANK OF SCOTLAND PLC


By:	/s/ Brett E. Thompson
Name:		Brett E. Thompson
Title:		Senior Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

PEOPLE’S UNITED BANK


By:	/s/ Maurice E. Fry
Name:		Maurice E. Fry
Title:		Senior Commercial Loan Officer, SVP

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CAPITAL ONE, N.A.
(Successor by merger to Chevy Chase Bank, F.S.B.)


By:	/s/ Frederick H. Denecke
Name:		Frederick H. Denecke
Title:		Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BNP PARIBAS


By:	/s/ Kandice Gu
Name:		Kandice Gu
Title:		Vice President


By:	/s/ Yung Wu
Name:		Yung Wu
Title:		Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BANK OF EAST ASIA LIMITED, NEW YORK BRANCH


By:	/s/ Kenneth A. Pettis
Name:		Kenneth A. Pettis
Title:		Senior Vice President

By:	/s/ Kitty Sin
Name:		Kitty Sin
Title:		Senior Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

MEGA INTERNATIONAL COMMERCIAL BANK
CO., LTD. NEW YORK BRANCH


By:	/s/ Priscilla Hsing
Name:		Priscilla Hsing
Title:		VP & DGM

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

UNION BANK, N.A.


By:	/s/ Katherine Brandt
Name:		Katherine Brandt
Title:		Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CATHAY UNITED BANK, LTD.


By:	/s/ Grace Chou
Name:		Grace Chou
Title:		SVP & General Manager

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

TAIWAN BUSINESS BANK LOS ANGELES BRANCH


By:	/s/ Alex Wang
Name:		Alex Wang
Title:		S.V.P. & General Manager

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE BANK OF NOVA SCOTIA


By:	/s/ Teresa Wu
Name:		Teresa Wu
Title:		Director

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

UNITED OVERSEAS BANK LIMITED,
LOS ANGELES AGENCY


By:	/s/ Hoong Chen
Name:		Hoong Chen
Title:		Senior Vice President & General Manager

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

LAND BANK OF TAIWAN, LOS ANGELES BRANCH


By:	/s/ Juifu Chien
Name:		Juifu Chien
Title:		General Manager

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

MALAYAN BANKING BERHAD, NEW YORK BRANCH


By:	/s/ Fauzi Zulkifli
Name:		Fauzi Zulkifli
Title:		General Manager

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CHANG HWA COMMERCIAL BANK, LTD.,
LOS ANGELES BRANCH


By:	/s/ Beverley Chen
Name:		Beverley Chen
Title:		Vice President & General Manager

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

REGIONS BANK


By:	/s/ Thomas K. Day
Name:		Thomas K. Day
Title:		Managing Director

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

COMERICA BANK


By:	/s/ Adam Sheets
Name:		Adam Sheets
Title:		Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

SUNTRUST BANK


By:	/s/ John M. Szeman
Name:		John M. Szeman
Title:		Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.


By:	/s/ John Feeney
Name:		John Feeney
Title:		Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

STATE BANK OF INDIA, LOS ANGELES AGENCY


By:	/s/ C Sreenivasalu Setty
Name:		C Sreenivasulu Setty
Title:		V.P.&Head (Syndications)

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE NORTHERN TRUST COMPANY


By:	/s/ Carol B. Conklin
Name:		Carol B. Conklin
Title:		Senior Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

COMPASS BANK


By:	/s/ Brian Tuerff
Name:		Brian Tuerff
Title:		Senior Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH


By:	/s/ Bill O’Daly
Name:		Bill O’Daly
Title:		Director


By:	/s/ Kevin Buddhdew
Name:		Kevin Buddhdew
Title:		Associate

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BANK OF THE WEST


By:	/s/ Arlene Mulchaey
Name:		Arlene Mulchaey
Title:		Assistant Vice President and
		Documentation Supervisor

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

MANUFACTURERS BANK


By:	/s/ Manny Ahsan
Name:		Manny Ahsan
Title:		Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

JPMORGAN CHASE BANK, N.A.


By:	/s/ Brendan Poe
Name:		Brendan Poe
Title:		Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BARCLAYS BANK PLC


By:	/s/ Craig J. Malloy
Name:		Craig J. Malloy
Title:		Directo

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

NORDDEUTSCHE LANDESBANK GIROZENTRALE
NEW YORK BRANCH AND/OR CAYMAN ISLAND
BRANCH


By:		/s/ Lita Kot
Name:			Lita Kot
Title:			Director


By:	/s/ Neetu Saharia
Name:			Neetu Saharia
Title:			Associate Director

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

PNC BANK, NATIONAL ASSOCIATION


By:	/s/ Tyler Lowry
Name:		Tyler Lowry
Title:		Assistant Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BRANCH BANKING AND TRUST COMPANY


By:	/s/ Ahaz A. Armstrong
Name:		Ahaz A. Armstrong
Title:		Assistant Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ROYAL BANK OF CANADA


By:	/s/ G. David Cole
Name:		G. David Cole
Title:		Authorized Signatory

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BANK OF TAIWAN, LOS ANGELES BRANCH


By:	/s/ Chwan-Ming Ho
Name:		Chwan-Ming Ho
Title:		Vice President and General Manager

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CITY NATIONAL BANK


By:	/s/ Robert Besser
Name:		Robert Besser
Title:		Senior Vice President

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE BANK OF NEW YORK MELLON


By:	/s/ Kenneth R. McDonnell
Name:		Kenneth R. McDonnell
Title:		Managing Director

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

GOLDMAN SACHS BANK USA


By:	/s/ Mark Walton
Name:		Mark Walton
Title:		Authorized Signatory

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

SUMITOMO MITSUI BANKING CORPORATION


By:	/s/ William G. Karl
Name:		William G. Karl
Title:		General Manager

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ESCROW AGENT:	MOORE & VAN ALLEN PLLC,
	as Escrow Agent


	By:	/s/ Justin M. Riess
	Name: Justin M. Riess

ESCROW AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

Exhibit 1

See attached.

THIRD AMENDMENT

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of January [ ], 2011

among

ALEXANDRIA REAL ESTATE EQUITIES, INC.,

ALEXANDRIA REAL ESTATE EQUITIES, L.P.,

ARE-QRS CORP.,

and

The Other Subsidiaries Party Hereto,

as the Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

and

The Other Lenders Party Hereto

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

J.P. MORGAN SECURITIES LLC

and

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners

JPMORGAN CHASE BANK, N.A.

and

CITIBANK, N.A. ,

as Co-Syndication Agents,

THE BANK OF NOVA SCOTIA

BARCLAYS BANK PLC

THE ROYAL BANK OF SCOTLAND

BBVA COMPASS BANK

and

RBC BANK,

as Co-Documentation Agents

THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of January [ ], 2011, is entered into among Alexandria Real Estate Equities, Inc., a Maryland corporation (“ Parent ”), Alexandria Real Estate Equities, L.P., a Delaware limited partnership (“ Operating Partnership ”), ARE-QRS Corp., a Maryland corporation (“ QRS ”), and the other borrowers set forth on the signature pages hereto (collectively, together with Parent, Operating Partnership and QRS, the “ Borrowers ”), certain lenders party to the Existing Credit Agreement described below (the “ Lenders ”), the lenders providing new commitments identified on the signature pages hereto in respect of the Existing Credit Agreement (the “ New Lenders ”) and Bank of America, N.A., as administrative agent (the “ Administrative Agent ”), Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Existing Credit Agreement described below.

W I T N E S S E T H:

WHEREAS, the Borrowers, the Lenders party thereto, the Administrative Agent and the other parties thereto entered into that certain Second Amended and Restated Credit Agreement, dated as of October 31, 2006 (as amended by that certain First Amendment to Second Amended and Restated Credit Agreement, dated as of December 1, 2006, that certain Second Amendment to Second Amended and Restated Credit Agreement dated as of May 2, 2007 and as otherwise amended or modified, the “ Existing Credit Agreement ”);

WHEREAS, the Borrowers have requested that the existing $1.15 billion revolving credit facility (the “ Existing Revolver ”) be amended, restated and replaced by a new $1.5 billion revolving credit facility (the “ New Revolver ”);

WHEREAS, in connection with the approval of this Amendment and the replacement of the Existing Revolver with the New Revolver, certain existing Revolving Lenders and the New Lenders (collectively, the “ New Revolving Lenders ”) have agreed to provide a revolving commitment in respect of the New Revolver in the amounts set forth on Schedule 2.01A to the Amended Credit Agreement (as defined below) attached as Exhibit B hereto;

WHEREAS, in connection with the approval of this Amendment and the replacement of the Existing Revolver with the New Revolver, the New Revolving Lenders have agreed to become a party to the Amended Credit Agreement as a Lender thereunder;

WHEREAS, in connection with the approval of this Amendment and the replacement of the Existing Revolver with the New Revolver, any Revolving Loans or other Obligations of certain other existing Revolving Lenders (the “ Exiting Lenders ”) consisting of principal, interest or fees in respect of its Revolving Commitments and any Revolving Loans held by such Lender shall be satisfied by the Borrowers and the Revolving Commitments under the Existing Credit Agreement shall be terminated on the Amendment Effective Date (as defined below);

WHEREAS, the Borrowers have requested that the Required Lenders agree to amend certain other provisions of the Existing Credit Agreement as hereinafter set forth; and

WHEREAS, subject to the terms and conditions herein, the Required Lenders and the New Revolving Lenders have agreed to amend the Existing Credit Agreement and replace the Existing Revolver with the New Revolver, as more fully set forth below.

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1 . AMENDMENTS TO EXISTING CREDIT AGREEMENT

(a) Effective on the Amendment Effective Date (as defined below), the Existing Credit Agreement is hereby amended to read in the form attached hereto as Exhibit A (as so amended, the “ Amended Credit Agreement ”).

(b) Effective on the Amendment Effective Date (as defined below), Schedule 2.01A to the Existing Credit Agreement is hereby amended to read in the form attached hereto as Exhibit B .

(c) Effective on the Amendment Effective Date (as defined below), Exhibit D to the Existing Credit Agreement is hereby amended to read in the form attached hereto as Exhibit C .

(d) Effective on the Amendment Effective Date (as defined below), a new Schedule 1.01(a) is hereby added to the Amended Credit Agreement to read in the form attached hereto as Exhibit D .

(e) Effective on the Amendment Effective Date (as defined below), a new Schedule 1.01(b) is hereby added to the Amended Credit Agreement to read in the form attached hereto as Exhibit E .

(f) Effective on the Amendment Effective Date (as defined below), a new Schedule 2.02 is hereby added to the Amended Credit Agreement to read in the form attached hereto as Exhibit F .

(g) Effective on the Amendment Effective Date (as defined below), a new Exhibit H-1 (Form of Bid Request) is hereby added to the Amended Credit Agreement to read in the form attached hereto as Exhibit G .

(h) Effective on the Amendment Effective Date (as defined below), a new Exhibit H-2 (Form of Competitive Bid) is hereby added to the Amended Credit Agreement to read in the form attached hereto as Exhibit H .

2 . ESCROW/EFFECTIVENESS

(a) Conditions of Escrow . The Administrative Agent, the Required Lenders, the New Revolving Lenders and the Borrowers shall be deemed to have delivered their signature pages to this Amendment to be held in escrow pending the effectiveness of this Amendment (as set forth in Section 2(b) below) pursuant to the terms of the Escrow Agreement (as defined below) upon satisfaction of the following conditions precedent:

(i) Amendment . Receipt by the Administrative Agent of executed counterparts of this Amendment, duly executed by each Borrower, the Administrative Agent, the Required Lenders and each New Revolving Lender.

(ii) Escrow Agreement . Receipt by the Administrative Agent of executed counterparts of an Escrow Agreement (with all attachments thereto), dated as of December 17, 2010, duly executed by each Borrower, the Administrative Agent, the Required Lenders and each New Revolving Lender, in form and substance acceptable to the parties thereto (the “ Escrow Agreement ”).

(iii) Resolutions, Etc. Receipt by the Administrative Agent of such resolutions or other action, incumbency certificates of Responsible Officers of each Borrower, as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment.

(iv) Good Standing . Receipt by the Administrative Agent of evidence that each Borrower is validly existing and in good standing in its jurisdiction of organization and the tax identification number for each Borrower.

(v) Officer’s Certificate . Receipt by the Administrative Agent of a certificate signed by a Responsible Officer of the Parent stating that (i) no Default or Event of Default exists as of the date of such certificate, (ii) the representations and warranties contained in Article V of the Existing Credit Agreement and the other Loan Documents are true and correct in all material respects, on and as of the date of such certificate, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct in all material respects as of such earlier date, except that the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Existing Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Existing Credit Agreement and (iii) except as indicated in such certificate, the Organization Documents of each Borrower delivered in connection with the Existing Credit Agreement (including any Joinder Agreement) have not been amended or modified and remain in full force and effect (it being understood that the Administrative Agent shall receive certified copies of any amended or modified Organization Documents).

(vi) Revolving Notes . Receipt by the Administrative Agent of a Revolving Note executed by the Borrowers in favor of each Revolving Lender requesting a Revolving Note.

(vii) Fees and Expenses . Receipt by the Administrative Agent of any fees required to be paid by the Borrowers to the Lenders in connection with this Amendment on or before the date of the Escrow Agreement, to the extent invoiced prior to the date of the Escrow Agreement. Receipt by the Administrative Agent of reimbursement of any expenses of the Administrative Agent and the lead arrangers incurred in connection with this Amendment required to be reimbursed by the Borrowers on or before the date of the Escrow Agreement, to the extent invoiced prior to the date of the Escrow Agreement.

(b) Conditions of Effectiveness . This Amendment shall become effective on the day (the “ Amendment Effective Date ”) on which each of the following conditions precedent has been satisfied:

(i) Opinions of Counsel . Receipt by the Administrative Agent of favorable opinions of legal counsel to the Borrowers, addressed to the Administrative Agent and each Lender, dated as of the Amendment Effective Date.

(ii) Officer’s Certificate . Receipt by the Administrative Agent of a certificate dated as of the Amendment Effective Date signed by a Responsible Officer of the Parent stating that no Default or Event of Default exists on the Amendment Effective Date, either before or immediately after giving effect to this Amendment.

(iii) Payoff of Exiting Lenders . All amounts owing to the Exiting Lenders under the Existing Credit Agreement consisting of principal, interest or fees (including, without limitation, any breakage fees to the extent invoiced prior to the Amendment Effective Date) with respect to the Existing Revolver shall have been paid in full and all Revolving Commitments under the Existing Credit Agreement shall have been terminated.

(iv) Fees and Expenses . Receipt by the Administrative Agent of any fees required to be paid to the Administrative Agent, the lead arrangers and the Lenders by the Borrowers on or before the Amendment Effective Date, to the extent invoiced prior to the Amendment Effective Date. Receipt by the Administrative Agent of reimbursement of any expenses of the Administrative Agent and the lead arrangers incurred in connection with this Amendment required to be reimbursed by the Borrowers on or before the Amendment Effective Date, to the extent invoiced prior to the Amendment Effective Date.

3 . LENDER JOINDER

Each New Lender desires to become a Revolving Lender pursuant to the terms of the Amended Credit Agreement. Accordingly, each New Lender hereby agrees as follows with the Administrative Agent and the Borrowers:

(a) Each New Lender hereby acknowledges, agrees and confirms that, by its execution of this Amendment, such New Lender will be deemed to be a party to the Amended Credit Agreement and a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents, and shall have all of the rights and obligations of a Lender thereunder as fully as if it has executed the Amended Credit Agreement and the other Loan Documents. Each New Lender hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Amended Credit Agreement and in the Loan Documents which are binding upon the Lenders, including, without limitation all of the authorizations of the Lenders set forth in Article IX of the Amended Credit Agreement, as supplemented from time to time in accordance with the terms thereof.

(b) Each New Lender agrees (i) that, concurrently herewith, it will execute and deliver to the Administrative Agent a customary administrative agent questionnaire, and (ii) that, at any time and from time to time, upon the written request of the Administrative Agent, it will execute and deliver such further documents and do such

further acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Amendment.

(c) Each New Lender’s new Revolving Commitment under the Amended Credit Agreement shall be the amount set forth on Schedule 2.01A attached as Exhibit B to this Amendment.

(d) Each New Lender (i) represents and warrants that (A) it has full power and authority, and has taken all action necessary, to execute and deliver this Amendment and to consummate the transactions contemplated hereby and to become a Revolving Lender under the Amended Credit Agreement, (B) from and after the Amendment Effective Date, it shall be bound by the provisions of the Amended Credit Agreement and, to the extent of its Applicable Percentage of the Revolving Commitments, shall have the rights and obligations of a Revolving Lender thereunder, (C) it has received a copy of the Existing Credit Agreement and the Schedules and Exhibits thereto, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment on the basis of which it has made such analysis and decision, and (D) attached hereto is any documentation required to be delivered by it pursuant to the terms of the Existing Credit Agreement (including Section 3.01 thereof), duly completed and executed by such New Lender; and (i) agrees that (A) it will, independently and without reliance on the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (B) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

4 . MISCELLANEOUS

(a) Ratification of Loan Documents .

(i) The term “Credit Agreement” as used in each of the Loan Documents shall, as of and following the Amendment Effective Date, mean the Existing Credit Agreement as amended and modified by this Amendment in the form attached as Exhibit A .

(ii) The Borrowers acknowledge and consent to the modifications set forth herein and agree that this Amendment does not impair, reduce or limit any of its respective obligations under the Loan Documents and that, after the date hereof, this Amendment shall constitute a Loan Document.

(b) Authority/Enforceability . The Borrowers represent and warrant to the Administrative Agent as follows:

(i) They have taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(ii) This Amendment has been duly executed and delivered by the Borrowers and constitute the Borrowers’ legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to

(A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rights generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(iii) The execution and delivery of this Amendment does not (A) violate, contravene or conflict with any provision of their Organization Documents or (B) materially violate, contravene or conflict with any Law applicable to them.

(c) Counterparts/Telecopy . This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. Delivery of executed counterparts of this Amendment by telecopy or other electronic means shall be effective as an original and shall constitute a representation that an original shall be delivered if requested by the Administrative Agent.

(d) Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(e) Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Second Amended and Restated Credit Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

ALEXANDRIA REAL ESTATE EQUITIES, INC.,
a Maryland corporation


By:
	Name:		Dean A. Shigenaga
	Title:		Chief Financial Officer


ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership

By: ARE-QRS Corp., a Maryland corporation,
general partner


By:
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer


ARE-QRS CORP., a Maryland corporation


By:
	Name:		Dean A. Shigenaga
	Title:		Chief Financial Officer


ARE ACQUISITIONS, LLC, a Delaware limited liability company

By: ARE-QRS Corp., a Maryland corporation, managing member


By:
				Name:		Dean A. Shigenaga
				Title:		Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

123 AUCTION, LLC
ARE-377 PLANTATION STREET, LLC
ARE-6166 NANCY RIDGE, LLC
ARE-EAST RIVER SCIENCE PARK, LLC
ARE-EASTLAKE AVENUE NO. 3, LLC
ARE-MA REGION NO. 13, LLC
ARE-MA REGION NO. 14, LLC
ARE-MA REGION NO. 16, LLC
ARE-MA REGION NO. 19, LLC
ARE-MA REGION NO. 20, LLC
ARE-MA REGION NO. 21, LLC
ARE-MA REGION NO. 23, LLC
ARE-MA REGION NO. 25, LLC
ARE-MA REGION NO. 26, LLC
ARE-MA REGION NO. 28, LLC
ARE-MA REGION NO. 30, LLC
ARE-MA REGION NO. 32, LLC
ARE-MA REGION NO. 33 LLC
ARE-MA REGION NO. 34, LLC
ARE-MA REGION NO. 35, LLC
ARE-MA REGION NO. 36, LLC
ARE-MA REGION NO. 37, LLC
ARE-MA REGION NO. 38, LLC
ARE-MA REGION NO. 39, LLC
ARE-MA REGION NO. 40, LLC
ARE-MA REGION NO. 43, LLC
ARE-MARYLAND NO. 23, LLC
ARE-MARYLAND NO. 38, LLC
ARE-MD NO. 1, LLC
ARE-NC REGION NO. 6, LLC
ARE-NC REGION NO. 7, LLC
ARE-NC REGION NO. 9, LLC
ARE-NC REGION NO. 11, LLC
ARE-PA REGION NO. 6, LLC
ARE-PA REGION NO. 7, LLC
ARE-PASADENA NO. 3, LLC
ARE-SAN FRANCISCO NO. 12, LLC
ARE-SAN FRANCISCO NO. 15, LLC
ARE-SAN FRANCISCO NO. 18, LLC,
each a Delaware limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


By:
	Name:	Dean A. Shigenaga
	Title:	Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-SAN FRANCISCO NO. 19, LLC
ARE-SAN FRANCISCO NO. 25, LLC
ARE-SAN FRANCISCO NO. 26, LLC
ARE-SAN FRANCISCO NO. 29, LLC
ARE-SAN FRANCISCO NO. 33, LLC
ARE-SAN FRANCISCO NO. 41, LLC
ARE-SAN FRANCISCO NO. 42, LLC
ARE-SD REGION NO. 17, LLC
ARE-SD REGION NO. 18, LLC
ARE-SD REGION NO. 23, LLC
ARE-SD REGION NO. 24, LLC
ARE-SD REGION NO. 25, LLC
ARE-SD REGION NO. 28, LLC
ARE-SD REGION NO. 29, LLC
ARE-SD REGION NO. 32, LLC
ARE-SEATTLE NO. 10, LLC
ARE-SEATTLE NO. 11, LLC
ARE-SEATTLE NO. 12, LLC
ARE-SEATTLE NO. 14, LLC
ARE-SEATTLE NO. 15, LLC
ARE-SEATTLE NO. 16, LLC
ARE-SEATTLE NO. 17, LLC
ARE-SEATTLE NO. 20, LLC
ARE-SEATTLE NO. 22, LLC
ARE-SEATTLE NO. 23, LLC
ARE-SEATTLE NO. 24, LLC
ARE-SEATTLE NO. 25, LLC
ARE-SEATTLE NO. 27, LLC
ARE-SORRENTO VIEW, LLC
ARE-TECHNOLOGY CENTER SSF, LLC
GDD INDUSTRIES, LLC
GULL AVENUE, LLC
JBC ENDEAVORS, LLC
JC TWINS, LLC
JP HOSPITALITY, LLC
JSW INDUSTRIES, LLC
JSW PROPERTIES, LLC
LMC STORAGE, LLC
ORANGE COAST, LLC
SAR ENTERPRISES, LLC,
each a Delaware limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


By:
	Name:	Dean A. Shigenaga
	Title:	Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-100/800/801 CAPITOLA, LLC
ARE-10505 ROSELLE STREET, LLC
ARE-108 ALEXANDER ROAD, LLC
ARE-129/153/161 HILL STREET, LLC
ARE-14 FIRSTFIELD ROAD, LLC
ARE-150/154 TECHNOLOGY PARKWAY, LLC
ARE-19 FIRSTFIELD ROAD, LLC
ARE-2425/2400/2450 GARCIA BAYSHORE, LLC
ARE-2625/2627/2631 HANOVER, LLC
ARE-279 PRINCETON ROAD, LLC
ARE-3770 TANSY STREET, LLC
ARE-480 ARSENAL STREET, LLC
ARE-5 TRIANGLE DRIVE, LLC
ARE-500 ARSENAL STREET, LLC
ARE-6146 NANCY RIDGE, LLC
ARE-700/730 SOUTH RAYMOND, LLC
ARE-7030 KIT CREEK, LLC
ARE-770/784/790 MEMORIAL DRIVE, LLC
ARE-819/863 MITTEN ROAD, LLC
ARE-EAST JAMIE COURT, LLC,
each a Delaware limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, managing member

By: ARE-QRS Corp., a Maryland corporation, general partner

By:
		Name:		Dean A. Shigenaga
		Title:		Chief Financial Officer


ARE-10933 NORTH TORREY PINES, LLC
ARE-3535/3565 GENERAL ATOMICS COURT, LLC, each a Delaware limited liability company

By: Alexandria Real Estate Equities, Inc., a Maryland corporation, managing member


By:
	Name:		Dean A. Shigenaga
	Title:		Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-JOHN HOPKINS COURT, LLC,
each a Delaware limited liability company

By: ARE-QRS Corp., a Maryland corporation, managing member


By:
	Name:			Dean A. Shigenaga
	Title:			Chief Financial Officer


ARE-381 PLANTATION STREET, LLC
ARE-60 WESTVIEW, LLC
ARE-ONE INNOVATION DRIVE, LLC,
each a Delaware limited liability company

By: AREE-Holdings, L.P., a Delaware limited partnership, managing member

By: ARE-GP Holdings QRS Corp., a Delaware corporation, general partner


By:
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer


ARE-WESTERN NEWBROOK, LLC,
a Delaware limited liability company

By: AREE-Holdings II, L.P., a Delaware limited partnership, managing member

By: ARE-GP/II Holdings QRS Corp., a Delaware corporation, general partner


By:
			Name:			Dean A. Shigenaga
			Title:			Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD, LLC, a Delaware limited liability company

By: ARE-GP/VI Holdings QRS Corp., a Delaware corporation, managing member


By:
	Name:		Dean A. Shigenaga
	Title:		Chief Financial Officer


ARE-BELMONT, LLC,
a Delaware limited liability company

By: ARE-BELMONT MM, LLC, a Delaware limited liability company, managing member

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


By:
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer


ARE-708 QUINCE ORCHARD, LLC,
a Delaware limited liability company

By: ARE-GP 708 Quince Orchard QRS Corp., a Maryland corporation, managing member


By:
	Name:			Dean A. Shigenaga
	Title:			Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-MA REGION NO. 9, LLC,
a Delaware limited liability company

By: ARE-MA REGION NO. 9 MM, LLC, a Delaware limited liability company, manager

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, as general partner


By:
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer


ARE-VIRGINIA NO. 2, LLC,
a Delaware limited liability company

By: ARE-Virginia No. 2 Member, LLC, a Delaware limited liability company, manager

By: Alexandria Real Estate Equities, Inc., a Maryland corporation, sole member


By:
	Name:		Dean A. Shigenaga
	Title:		Chief Financial Officer


ARE-702 ELECTRONIC DRIVE, L.P
ARE-PA REGION NO. 3, L.P.
ARE-PA REGION NO. 4, L.P.,
each a Delaware limited partnership

By: AREE-Holdings, L.P., a Delaware limited partnership, general partner

By: ARE-GP Holdings QRS Corp., a Delaware corporation, general partner


By:
		Name:		Dean A. Shigenaga
		Title:		Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-MARYLAND NO. 25, LLC
ARE-MARYLAND NO. 26, LLC
ARE-MARYLAND NO. 27, LLC
ARE-MARYLAND NO. 31, LLC
ARE-MARYLAND NO. 32, LLC,
each a Maryland limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


By:
	Name:			Dean A. Shigenaga
	Title:			Chief Financial Officer


ARE-MARYLAND NO. 30, LLC,
a Maryland limited liability company

By: ARE-Maryland No. 29, LLC, a Delaware limited liability company, sole member

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By: ARE-QRS Corp., a Maryland corporation, general partner


By:
			Name:			Dean A. Shigenaga
			Title:			Chief Financial Officer


ARE-5 RESEARCH PLACE, LLC,
a Maryland limited liability company

By: Alexandria Real Estate Equities, L.P., a Delaware limited partnership, manager

By: ARE-QRS Corp., a Maryland corporation, general partner


By:
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

	ARE-MARYLAND NO. 7 CORP.
	ARE-MARYLAND NO. 8 CORP.
	ARE-25/35/45 W. WATKINS CORP.,
	each a Maryland corporation


	By:
		Name: Dean A. Shigenaga
		Title: Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-BC NO. 1 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee of ARE-BC NO.
1 TRUST


	By:
		Name: Adam B. Scozzafava
		Title: Financial Services Officer


A.R.E. QUEBEC NO. 1 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee of A.R.E.
QUEBEC NO. 1 TRUST


	By:
		Name: Adam B. Scozzafava
		Title: Financial Services Officer


A.R.E. QUEBEC NO. 2 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as trustee of A.R.E.
QUEBEC NO. 2 TRUST


	By:
		Name: Adam B. Scozzafava
		Title: Financial Services Officer


ARE-BC NO. 2 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee of
ARE-BC NO. 2 TRUST


	By:
		Name: Adam B. Scozzafava
		Title: Financial Services Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-BJ NO. 1 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee of
ARE-BJ NO. 1 TRUST


	By:
		Name: Adam B. Scozzafava
		Title: Financial Services Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

Address for all the foregoing:

Alexandria Real Estate Equities, Inc.

385 E. Colorado Blvd., Suite 299

Pasadena, CA 91101

Attention: Joel S. Marcus, Chief Executive Officer

Telephone: (626) 578-0777

Telecopier: (626) 578-0770

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

LENDERS:

	BANK OF AMERICA, N.A .
	as Lender, Swing Line Lender and L/C Issuer


	By:
	Name:		James P. Johnson
	Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	CITICORP NORTH AMERICA, INC.


	By:
	Name:		John Rowland
	Title:		Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	SUNTRUST BANK


	By:
	Name:		John M. Szeman
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	REGIONS BANK


	By:
	Name:		Thomas K. Day
	Title:		Managing Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	COMPASS BANK


	By:
	Name:		Brian Tuerff
	Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	COMERICA BANK


	By:
	Name:		Adam Sheets
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	THE ROYAL BANK OF SCOTLAND PLC


	By:
	Name:		Brett E. Thompson
	Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	MANUFACTURERS BANK


	By:
	Name:		Manny Ahsan
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	BANK OF EAST ASIA LIMITED, NEW YORK BRANCH


	By:
	Name:		Kenneth A. Pettis
	Title:		Senior Vice President

	By:
	Name:		Kitty Sin
	Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	MALAYAN BANKING BERHAD, NEW YORK BRANCH


	By:
	Name:		Fauzi Zulkifli
	Title:		General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	SOVEREIGN BANK


	By:
	Name:		Frederick H. Murphy, Jr.
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	THE NORTHERN TRUST COMPANY


	By:
	Name:		Carol B. Conklin
	Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH


	By:
	Name:		Bill O’Daly
	Title:		Director


	By:
	Name:		Kevin Buddhdew
	Title:		Associate

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	BANK OF THE WEST


	By:
	Name:		Ben Arroyo
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	TAIWAN BUSINESS BANK LOS ANGELES BRANCH


	By:
	Name:		Alex Wang
	Title:		S.V.P. & General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.


	By:
	Name:		John Feeney
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	STATE BANK OF INDIA, LOS ANGELES AGENCY


	By:
	Name:		C Sreenivasulu Setty
	Title:		V.P.&Head (Syndications)

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	CHANG HWA COMMERCIAL BANK, LTD.,
	LOS ANGELES BRANCH


	By:
	Name:		Beverley Chen
	Title:		Vice President & General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	LAND BANK OF TAIWAN, LOS ANGELES BRANCH


	By:
	Name:		Juifu Chien
	Title:		General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	UNITED OVERSEAS BANK LIMITED,
	LOS ANGELES AGENCY


	By:
	Name:		Hoong Chen
	Title:		Senior Vice President & General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	THE BANK OF NOVA SCOTIA


	By:
	Name:		Teresa Wu
	Title:		Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	CATHAY UNITED BANK, LTD.


	By:
	Name:		Grace Chou
	Title:		SVP & General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	UNION BANK, N.A.


	By:
	Name:		Katherine Brandt
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	MEGA INTERNATIONAL COMMERCIAL BANK
	CO., LTD. NEW YORK BRANCH


	By:
	Name:		Priscilla Hsing
	Title:		VP & DGM

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	CAPITAL ONE, N.A.
	(Successor by merger to Chevy Chase Bank, F.S.B.)


	By:
	Name:		Frederick H. Denecke
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	PEOPLE’S UNITED BANK


	By:
	Name:		Maurice E. Fry
	Title:		Senior Commercial Loan Officer, SVP

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	BNP PARIBAS


	By:
	Name:		Kandice Gu
	Title:		Vice President


	By:
	Name:		Yung Wu
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	JPMORGAN CHASE BANK, N.A.


	By:
	Name:		Brendan Poe
	Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	BARCLAYS BANK PLC


	By:
	Name:		Craig J. Malloy
	Title:		Directo

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	PNC BANK, NATIONAL ASSOCIATION


	By:
	Name:		Tyler Lowry
	Title:		Assistant Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	NORDDEUTSCHE LANDESBANK GIROZENTRALE
	NEW YORK BRANCH AND/OR CAYMAN ISLAND BRANCH


	By:
	Name:		Lita Kot
	Title:		Director


	By:
	Name:		Neetu Saharia
	Title:		Associate Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	BRANCH BANKING AND TRUST COMPANY


	By:
	Name:		Ahaz A. Armstrong
	Title:		Assistant Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	ROYAL BANK OF CANADA


	By:
	Name:		G. David Cole
	Title:		Authorized Signatory

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	BANK OF TAIWAN, LOS ANGELES BRANCH


	By:
	Name:		Chwan-Ming Ho
	Title:		Vice President and General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	CITY NATIONAL BANK


	By:
	Name:		Robert Besser
	Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	THE BANK OF NEW YORK MELLON


	By:
	Name:		Kenneth R. McDonnell
	Title:		Managing Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	GOLDMAN SACHS BANK USA


	By:
	Name:		Mark Walton
	Title:		Authorized Signatory

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

	SUMITOMO MITSUI BANKING CORPORATION


	By:
	Name:		William G. Karl
	Title:		General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

EXHIBIT A

Amended Credit Agreement

(attached)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of October 31, 2006

among

ALEXANDRIA REAL ESTATE EQUITIES, INC.,

ALEXANDRIA REAL ESTATE EQUITIES, L.P.,

ARE-QRS CORP.,

and

The Other Subsidiaries Party Hereto,

as the Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

and

The Other Lenders Party Hereto

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

J.P. MORGAN SECURITIES LLC

and

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners

JPMORGAN CHASE BANK, N.A.

and

CITIBANK, N.A. ,

as Co-Syndication Agents,

THE BANK OF NOVA SCOTIA

BARCLAYS BANK PLC

THE ROYAL BANK OF SCOTLAND PLC

BBVA COMPASS BANK

and

RBC CAPITAL MARKETS,

as Co-Documentation Agents

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	1
1.01 Defined Terms	1
1.02 Other Interpretive Provisions	35
1.03 Accounting Terms	36
1.04 Exchange Rates; Currency Equivalents	37
1.05 Additional Alternative Currencies	37
1.06 Change of Currency	38
1.07 Times of Day	38
1.08 Letter of Credit Amounts	38
ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	39
2.01 Committed Loans	39
2.02 Borrowings, Conversions and Continuations of Committed Loans	40
2.03 Letters of Credit	44
2.04 Swing Line Loans	52
2.04A Bid Loans	54
2.05 Prepayments	57
2.06 Termination or Reduction of Aggregate Revolving Commitments	58
2.07 Repayment of Loans	59
2.08 Interest	59
2.09 Fees	60
2.10 Computation of Interest and Fees	61
2.11 Evidence of Debt	61
2.12 Payments Generally; Administrative Agent’s Clawback	61
2.13 Sharing of Payments by Lenders	63
2.14 Extension of Revolving Commitment Termination Date and/or Term Loan Maturity Date	64
2.15 Increase in Commitments	65
2.16 Cash Collateral	66
2.17 Defaulting Lenders	67
ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	69
3.01 Taxes	69
3.02 Illegality	71
3.03 Inability to Determine Rates	72
3.04 Increased Costs; Reserves on Eurocurrency Rate Loans	72
3.05 Compensation for Losses	74
3.06 Mitigation Obligations; Replacement of Lenders	75
ARTICLE IV CONDITIONS PRECEDENT TO THE AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT AGREEMENT AND FURTHER CREDIT EXTENSIONS	75
4.01 Conditions of Effectiveness of this Agreement	75
4.02 Conditions to all Credit Extensions	77
ARTICLE V REPRESENTATIONS AND WARRANTIES	78
5.01 Existence, Qualification and Power; Compliance with Laws	78
5.02 Authorization; No Contravention	78
5.03 Governmental Authorization; Other Consents	78
5.04 Binding Effect	78
5.05 Financial Statements; No Material Adverse Effect	79
5.06 Litigation	79
5.07 No Default	79
5.08 Ownership of Property; Liens	79

5.09 Environmental Compliance	80
5.10 Insurance	80
5.11 Taxes	80
5.12 ERISA Compliance	80
5.13 Subsidiaries; Equity Interests	81
5.14 Margin Regulations; Investment Company Act; REIT and Tax Status; Stock Exchange Listing	81
5.15 Disclosure	81
5.16 Compliance with Laws	82
5.17 Intellectual Property; Licenses, Etc.	82
5.18 [Reserved]	82
5.19 Property	82
5.20 Brokers	83
5.21 Other Debt	83
5.22 Solvency	83
ARTICLE VI AFFIRMATIVE COVENANTS	83
6.01 Financial Statements	83
6.02 Certificates; Other Information	84
6.03 Payment of Obligations	86
6.04 Preservation of Existence, Etc.	86
6.05 Maintenance of Properties	87
6.06 Maintenance of Insurance	87
6.07 Compliance with Laws	87
6.08 Books and Records	87
6.09 Inspection Rights	87
6.10 Use of Proceeds	88
6.11 Occupancy Rate	88
6.12 Additional Borrowers	88
ARTICLE VII NEGATIVE COVENANTS	88
7.01 Liens	88
7.02 Investments	90
7.03 Fundamental Changes	91
7.04 Restricted Payments	91
7.05 Change in Nature of Business	92
7.06 Transactions with Affiliates	92
7.07 Burdensome Agreements	92
7.08 Use of Proceeds	92
7.09 Financial Covenants	93
ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	93
8.01 Events of Default	93
8.02 Remedies Upon Event of Default	95
8.03 Application of Funds	96
ARTICLE IX ADMINISTRATIVE AGENT	96
9.01 Appointment and Authority	96
9.02 Rights as a Lender	97
9.03 Exculpatory Provisions	97
9.04 Reliance by Administrative Agent	98
9.05 Delegation of Duties	98
9.06 Successor Administrative Agent	98
9.07 Non-Reliance on Administrative Agent and Other Lenders	99
9.08 No Other Duties, Etc.	99

9.09 Administrative Agent May File Proofs of Claim	100
9.10 Collateral and Borrower Matters	100
9.11 No Obligations of Borrowers	101
ARTICLE X MISCELLANEOUS	101
10.01 Amendments, Etc.	101
10.01A Required Lenders	102
10.02 Notices; Effectiveness; Electronic Communication	103
10.03 No Waiver; Cumulative Remedies	104
10.04 Expenses; Indemnity; Damage Waiver	105
10.05 Payments Set Aside	106
10.06 Successors and Assigns	107
10.07 Treatment of Certain Information; Confidentiality	111
10.08 Right of Setoff	113
10.09 Interest Rate Limitation	114
10.10 Counterparts; Integration; Effectiveness	114
10.11 Survival of Representations and Warranties	114
10.12 Severability	115
10.13 Replacement of Lenders	115
10.14 Governing Law; Jurisdiction; Etc.	116
10.15 Waiver of Jury Trial	116
10.16 USA PATRIOT Act Notice	117
10.17 Borrowers’ Obligations	117
10.18 ENTIRE AGREEMENT	121
10.19 Hazardous Material Indemnity	121
10.20 Release of a Borrower	121
10.21 No Advisory or Fiduciary Responsibility	122
10.22 Judgment Currency	123
10.23 Release of Borrowers; Certain Exempt Subsidiaries	123
10.24 Alternative Currency Fronting Lenders; Fronting Commitments	124

iii

SCHEDULES

	1.01(a)		Mandatory Cost Formulae
	1.01(b)		Tech Square
	2.01A		Revolving Commitments and Applicable Percentages
	2.02		Foreign Currency Lenders
	10.02		Administrative Agent’s Office; Certain Addresses for Notices


EXHIBITS

		*Form of*

	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C-1	Revolving Note
	C-2	Term Note
	D	Compliance Certificate
	E	Assignment and Assumption
	F	Joinder Agreement
	G	Lender Joinder Agreement
	H-1	Bid Request
	H-2	Competitive Bid

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 31, 2006, among Alexandria Real Estate Equities, Inc., a Maryland corporation (“ Parent ”), Alexandria Real Estate Equities, L.P., a Delaware limited partnership (“ Operating Partnership ”), ARE-QRS Corp., a Maryland corporation (“ QRS ”), ARE Acquisitions, LLC, a Delaware limited liability company (“ ARE ”), the other borrowers set forth on the signature pages of this Agreement, each other Wholly-Owned Subsidiary of Parent which becomes a party to this Agreement as a borrower (collectively, together with Parent, Operating Partnership, QRS and ARE, the “ Borrowers ”); each lender from time to time party hereto (collectively, the “ Lenders ” and individually, a “ Lender ”); Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as successor by merger to Banc of America Securities LLC), J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners, with reference to the following Recitals:

RECITALS

WHEREAS, the Borrowers, the lenders party thereto, Bank of America, N.A., as administrative agent, and the other agents party thereto entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2004 (as amended previously from time to time, the “ Existing Credit Agreement ”); and

WHEREAS, the Borrowers have requested that the parties amend and restate the Existing Credit Agreement, and the Lenders are willing to do so on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

ARTICLE III
DEFINITIONS AND ACCOUNTING TERMS

3 .01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Absolute Rate ” means a fixed rate of interest expressed in multiples of 1/100 th of one basis point.

“ Absolute Rate Loan ” means a Bid Loan that bears interest at a rate determined with reference to an Absolute Rate.

“ Adjusted EBITDA ” means, for any period of determination and without duplication, an amount equal to (a) EBITDA of Parent and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, minus (b) the Capital Improvement Reserve for the Real Property of Parent and its Subsidiaries, minus (c) (without duplication to the extent already deducted in the calculation of EBITDA) any Minority Interest’s share of the EBITDA of Parent and its Subsidiaries for such period.

“ Adjusted Interest Expense ” means, with respect to any Person as of the last day of any fiscal period and without duplication, an amount equal to Interest Expense less any financing fees to the extent amortized and any amortization thereof (including fees payable under a Swap Contract), prepayment

penalties, cost or expense associated with the early extinguishment of Indebtedness or deferred financing costs.

“ Adjusted NOI ” means, for any period and with respect to a Revenue-Producing Property, an amount equal to (a) NOI of that Revenue-Producing Property, minus (b) the Capital Improvement Reserve for such Revenue-Producing Property, minus (c) any Minority Interest’s share of the NOI of that Revenue-Producing Property.

“ Adjusted Tangible Assets ” means, as of any date of determination, without duplication, an amount equal to (a) Total Assets of Parent and its Subsidiaries as of that date, minus (b) Intangible Assets of Parent and its Subsidiaries as of that date, plus (c) any Minority Interest’s share of Intangible Assets minus (d) any Minority Interest’s share of Total Assets as of that date.

“ Adjusted Unencumbered Asset Value ” means, as of any date of determination, (a) the Unencumbered Asset Value minus (b) any value attributable to Qualified Land and Qualified Development Assets in excess of 35% of the Unencumbered Asset Value minus (c) any value attributable to Qualified Revenue-Producing Properties, Qualified Land, Qualified Development Assets and Qualified Joint Ventures that are located outside the United States or Canada in excess of 30% of the Unencumbered Asset Value.

“ Administrative Agent’s Office ” means, with respect to any currency, the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 10.02 with respect to such currency, or such other address or account with respect to such currency as the Administrative Agent may from time to time notify to the Parent and the Lenders.

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Aggregate Revolving Commitments ” means all Revolving Commitments of the Revolving Lenders. As of the Third Amendment Effective Date, the Aggregate Revolving Commitments are equal to $1,500,000,000.

“ Agreement ” means this Second Amended and Restated Credit Agreement, as it may be amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time.

“ Alternative Currency ” means each of Euro, Sterling, Yen, Canadian Dollars and each other currency (other than Dollars) that is approved in accordance with Section 1.05.

“ Alternative Currency Equivalent ” means, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate

(determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars. “ Alternative Currency Fronting Lender ” means Bank of America or any other Revolving Lender designated by the Parent and the Administrative Agent (such designation shall be consented to by such Revolving Lender) in its capacity as an Alternative Currency Funding Lender for Revolving Loans denominated in an Alternative Currency in which any Alternative Currency Participating Lender purchases Alternative Currency Risk Participations and in which Bank of America (or such other appointed Revolving Lender) advances to the Borrowers the amount of all such Alternative Currency Participating Lenders’ respective Applicable Percentages of such Revolving Loans in accordance with Sections 2.02(b) and 2.02(f).

“ Alternative Currency Funding Applicable Percentage ” means, with respect to any Revolving Loan denominated in an Alternative Currency, (a) for each Alternative Currency Funding Lender other than the Alternative Currency Fronting Lender, its Applicable Percentage, and (b) for the Alternative Currency Fronting Lender, the sum of (i) the Applicable Percentage of the Alternative Currency Fronting Lender and (ii) the sum of the respective Applicable Percentages of the Alternative Currency Participating Lenders.

“ Alternative Currency Funding Lender ” means, with respect to each Revolving Loan denominated in an Alternative Currency, each Revolving Lender other than an Alternative Currency Participating Lender with respect to such Alternative Currency.

“ Alternative Currency Loan Credit Exposure ” means, with respect to any Revolving Loan denominated in an Alternative Currency, (a) for each Alternative Currency Funding Lender other than the Alternative Currency Fronting Lender, the aggregate outstanding principal amount of its Alternative Currency Funding Applicable Percentage thereof advanced by such Alternative Currency Funding Lender, (b) for the Alternative Currency Fronting Lender, the aggregate outstanding principal amount of its Alternative Currency Funding Applicable Percentage thereof advanced thereby, net of all Alternative Currency Risk Participations purchased or funded, as applicable, therein, and (c) for each Alternative Currency Participating Lender, the aggregate outstanding principal amount of all Alternative Currency Risk Participations purchased or funded, as applicable, by such Alternative Currency Participating Lender in such Revolving Loan.

“ Alternative Currency Participant’s Share ” means, for any Alternative Currency Participating Lender in respect of a Revolving Loan denominated in an Alternative Currency, a fraction (expressed as a percentage), the numerator of which is such Alternative Currency Participating Lender’s Applicable Percentage and the denominator of which is the sum of (i) the Applicable Percentage of the Alternative Currency Fronting Lender in respect of such Revolving Loan and (ii) the sum of the respective Applicable Percentages of all of the Alternative Currency Participating Lenders in respect of such Revolving Loan.

“ Alternative Currency Participating Lender ” means, with respect to each Revolving Loan denominated in an Alternative Currency, any Revolving Lender that has given notice to the Administrative Agent and the Parent that it is unable to fund in the applicable Alternative Currency, unless and until such Revolving Lender delivers to the Administrative Agent and the Borrower a written notice pursuant to Section 2.02(f)(ix) requesting that such Revolving Lender’s designation be changed to an Alternative Currency Funding Lender with respect to such Alternative Currency.

“ Alternative Currency Participation Payment Date ” has the meaning specified in Section 2.02(f)(iii).

“ Alternative Currency Risk Participation ” means, with respect to each Revolving Loan denominated in an Alternative Currency advanced by the Alternative Currency Fronting Lender, the risk

participation purchased by each of the Alternative Currency Participating Lenders in such Revolving Loan in an amount determined in accordance with such Alternative Currency Participating Lender’s Applicable Percentage of such Revolving Loan, as provided in Section 2.02(f).

“ Alternative Currency Sublimit ” means an amount equal to 25% of the Aggregate Revolving Commitments. The Alternative Currency Sublimit is part of, and not in addition to, the Aggregate Commitments.

“ Applicable Percentage ” means, with respect to any Lender at any time, the following percentages (carried out to the ninth decimal place), as of the date of determination and, in the case of each Revolving Lender, subject to adjustment as provided in Section 2.17:

(a) with respect to a Lender’s obligation to make Revolving Loans and receive payments of principal, interest, fees, costs, and expenses with respect thereto, (i) prior to the Aggregate Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (x) such Lender’s Revolving Commitment, by (y) the Aggregate Revolving Commitments and (ii) from and after the time the Aggregate Revolving Commitments have been terminated or reduced to zero, the percentage obtained by dividing (x) the aggregate outstanding principal amount of such Lender’s Revolving Loans by (y) the aggregate outstanding principal amount of all Revolving Loans;

(b) with respect to a Lender’s obligation to participate in Letters of Credit or Swing Line Loans, to reimburse the Issuing Lender or Swing Line Lender, as applicable, and to receive payments of fees with respect thereto, (i) prior to the Aggregate Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (x) such Lender’s Revolving Commitment, by (y) the Aggregate Revolving Commitments, and (ii) from and after the time the Aggregate Revolving Commitments have been terminated or reduced to zero, the percentage obtained by dividing (x) the aggregate outstanding principal amount of such Lender’s Revolving Loans by (y) the aggregate outstanding principal amount of all Revolving Loans;

(c) with respect to a Term Lender’s right to receive payments of interest, fees, and principal with respect to Term Loans made by such Term Lender, the percentage obtained by dividing (i) the aggregate outstanding amount of such Lender’s Term Loans by (ii) the Term Loan Amount;

(d) with respect to all other matters as to a particular Lender (including the indemnification obligations arising under Section 10.04), the percentage obtained by dividing (i) the sum of such Lender’s Revolving Commitment, plus such Lender’s portion of the Term Loan Amount, by (ii) the Aggregate Revolving Commitments plus the Term Loan Amount; provided , however , that in the event the Aggregate Revolving Commitments have been terminated or reduced to zero, the Applicable Percentage under this clause (d) shall be the percentage obtained by dividing (A) the outstanding principal amount of such Lender’s Revolving Loans, plus such Lender’s ratable portion of the outstanding Letters of Credit and Swing Line Loans, plus such Lender’s portion of the Term Loan Amount by (B) the principal amount of all outstanding Revolving Loans, plus the aggregate amount of outstanding Letters of Credit, plus the aggregate amount of outstanding Swing Line Loans, plus the Term Loan Amount; and

(e) the Applicable Percentage of each Revolving Lender and Term Lender is set forth opposite the name of such Lender on Schedule 2.01A (as it may be amended hereunder) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, or in the records of the Administrative Agent, as applicable.

“ Applicable Rate ” means:

(a) With respect to the Term Loans, from time to time, the following percentages per annum:

Pricing Level	Debt Rating of Parent	Leverage Ratio	Eurocurrency Rate	Base Rate

1	³ BBB+/Baal	N/A	0.60%	0%
2	BBB/Baa2	N/A	0.70 %	0%
3	BBB-/Baa3	N/A	0.80%	0%
4	unrated or <BBB-/ Baa3	<40%	1.00 %	0%
5	unrated or <BBB-/ Baa3	> 40% and <50%	1.15%	.15%
6	unrated or <BBB-/ Baa3	> 50% and <60%	1.25 %	.20%
7	unrated or <BBB-/ Baa3	> 60%	1.45 %	.25%

For any applicable period, the Applicable Rate shall be the rate set forth opposite the Debt Rating of the Parent for such period; provided , however , that, subject to the definition of Debt Rating, if in any period the Parent does not have a Debt Rating of BBB- or better from S&P or a Debt Rating of Baa3 or better from Moody’s, then the Applicable Rate shall be the rate set forth opposite the Leverage Ratio in effect from time to time.

Initially, the Applicable Rate shall be set at Pricing Level 4. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the date immediately preceding the effective date of the next such change. Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date the Compliance Certificate is delivered pursuant to Section 6.02(a); provided , however , that if a Compliance Certificate is not delivered timely in accordance with such Section, then the Applicable Rate for Pricing Level 7 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to be delivered, until the Business Day such Compliance Certificate is delivered.

(b) With respect to Revolving Loans, Swing Line Loans, Letters of Credit, the Facility Fee and the Unused Fee, from time to time, but subject to clause (c) below, the following percentages per annum:

Pricing Level	Leverage Ratio	Eurocurrency Rate +	Base Rate +	Facility Fee	Unused Fee
1	<35%	2.30%	1.30%	0%	0.40%
2	> 35% but < 40%	2.40%	1.40%	0%	0.40%
3	> 40% but < 50%	2.60%	1.60%	0%	0.45%
4	> 50%	3.00 %	2.00 %	0%	0.50%

For any applicable period, the Applicable Rate shall be the rate set forth opposite the Leverage Ratio in effect from time to time.

On the Third Amendment Effective Date, the Applicable Rate shall be set at Pricing Level 2. Any increase or decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day immediately following the date the Compliance Certificate is delivered pursuant to Section 6.02(a); provided , however , that if a Compliance Certificate is not delivered timely in accordance with such Section (at any time prior to a Ratings Grid Election), then the Applicable Rate for Pricing Level 4 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to be delivered, until the Business Day such Compliance Certificate is delivered.

(c) With respect to Revolving Loans, Swing Line Loans, Letters of Credit, the Facility Fee and the Unused Fee, in the event that the Parent achieves an Investment Grade Rating, the Parent may, upon written notice to the Administrative Agent, elect to convert to the ratings-based pricing grid set forth below (such election, a “ Ratings Grid Election ”). Any Ratings Grid Election may be made after the Third Amendment Effective Date and shall be irrevocable.

Pricing Level	Debt Rating	Eurocurrency Rate +	Base Rate +	Facility Fee	Unused Fee
1	> A- / A3	1.75%	0.75%	0.30%	0%
2	BBB+ / Baal	1.85%	0.85%	0.35%	0%
3	BBB / Baa2	2.00%	1.00%	0.40%	0%
4	BBB- / Baa3 or Unrated	2.30%	1.30%	0.45%	0%

Initially, the Applicable Rate applicable under this clause (c) shall be determined based upon the Debt Rating effective at the time of the Parent’s election to convert to a ratings-based pricing grid. Thereafter, each change in the Applicable Rate resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public announcement thereof and ending on the day immediately preceding the effective date of the next such change. If the Parent has made the Ratings Grid Election as provided above but the Parent thereafter fails to maintain an Investment Grade Rating by at least one of S&P or Moody’s, then the Applicable Rate with respect to Revolving Loans, Swing Line Loans, Letters of Credit, the Facility Fee and the Unused Fee shall be determined pursuant to clause (b) above during the period commencing on the date the Parent no longer has an Investment Grade Rating by at least one of S&P or Moody’s and ending on the date the Parent makes another Ratings Grid Election.

“ Applicable Time ” means, with respect to any borrowings and payments in any Alternative Currency, the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, and communicated in writing to the Parent to be necessary for timely settlement on the relevant date in accordance with normal banking procedures in the place of payment.

“ Appraised Value ” means, as of any date of determination, without duplication, with respect to any Real Property, the appraised value (if any) thereof based on its unimproved as-is basis determined pursuant to an appraisal prepared by an M.A.I. certified appraisal and otherwise reasonably satisfactory to Administrative Agent (it being understood and agreed that in no event shall the Borrowers be required to deliver updated appraisals more frequently than once during any 24-month period).

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Arrangers ” mean Merrill Lynch, Pierce, Fenner & Smith Incorporated (successor by merger to Banc of America Securities LLC), J.P. Morgan Securities LLC and Citigroup Global Markets Inc., in their capacity as joint lead arrangers and joint bookrunners.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit E or any other form approved by the Administrative Agent.

“ Attributable Indebtedness ” means, on any date, in respect of any Capital Lease Obligation of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP.

“ Audited Financial Statements ” means the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended December 31, 2005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto.

“ Availability Period ” means the period from and including the Third Amendment Effective Date to the earliest of (a) the Revolving Commitment Termination Date, (b) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Revolving Lender to make Revolving Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Base Qualifications ” means, for any Real Property, the following criteria:

(a) to the best of Borrowers’ knowledge and belief, such Real Property does not have any title, survey, environmental or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property (it being understood and agreed that construction and redevelopment in the ordinary course do not constitute a material adverse effect on the value, use of or ability to sell or refinance such property);

(b) such Real Property is Unencumbered;

(c) such Real Property is either owned in fee simple absolute (or, in the case of Qualified Development Assets and Qualified Revenue-Producing Properties, through ownership of a condominium unit) or with a leasehold interest or similar arrangement providing the right to occupy Real Property pursuant to a Mortgageable Ground Lease, in either case, by the Parent, another Borrower or a direct or indirect Subsidiary of the Parent;

(d) subsequent to a Release Event, such Real Property is owned by (i) a direct or indirect Subsidiary of the Parent (other than the Operating Partnership) that is not obligated in

respect of outstanding recourse Indebtedness for borrowed money or (ii) the Parent or the Operating Partnership or any other Borrower not released in accordance with Section 10.23; and

(e) is located in the United States, Canada, Scotland, the United Kingdom, Germany, Austria, France, Switzerland, the Netherlands, Belgium, Sweden, Denmark, Norway, Finland, Ireland or Japan.

“ Base Rate ” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurocurrency Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ” means a Committed Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“ Bid Borrowing ” means a borrowing consisting of simultaneous Bid Loans of the same Type from each of the Lenders whose offer to make one or more Bid Loans as part of such borrowing has been accepted under the auction bidding procedures described in Section 2.04A .

“ Bid Loan ” has the meaning specified in Section 2.04A(a) .

“ Bid Loan Lender ” means, in respect of any Bid Loan, the Lender making such Bid Loan to the Borrowers.

“ Bid Loan Sublimit ” means an amount equal to the lesser of (i) (a) the Aggregate Revolving Commitments minus (b) the aggregate Outstanding Amount of the Revolving Loans, minus (c) the Outstanding Amount of all L/C Obligations, minus (d) the Outstanding Amount of all Swing Line Loans and (ii) 50% of the Aggregate Revolving Commitments. The Bid Loan Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“ Bid Request ” means a written request for one or more Bid Loans substantially in the form of Exhibit H-1 .

“ Borrower Materials ” has the meaning set forth in Section 6.02.

“ Borrowers ” has the meaning specified in the introductory paragraph hereto. Any reference to Borrowers herein shall be deemed to refer to each Person constituting Borrowers, and the responsibilities, obligations and covenants of each such Person under this Agreement and the other Loan Documents shall be joint and several, unless expressly stated otherwise herein or the context otherwise requires; provided , that each Borrower must be a Domestic Subsidiary of the Parent; provided further, that the obligations of Borrowers with respect to the delivery of reports, financial statements, certifications and requests for Borrowings may be performed and executed by Parent with the effect of binding all Borrowers; provided further that after a Release Event, Borrowers shall mean the Parent, the Operating Partnership and any other Borrower not released from its obligations under the Loan Documents in accordance with Section 10.23.

“ Borrowing ” means a Committed Borrowing, a Bid Borrowing or a Swing Line Borrowing, as the context may require.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office with respect to Obligations denominated in Dollars is located and:

(a) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such day on which dealings in deposits in Dollars are conducted by and between banks in the London interbank eurodollar market;

(b) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET Day;

(c) if such day relates to any interest rate settings as to a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, means any such day on which dealings in deposits in the relevant currency are conducted by and between banks in the London or other applicable offshore interbank market for such currency; and

(d) if such day relates to any fundings, disbursements, settlements and payments in a currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a currency other than Dollars or Euro, or any other dealings in any currency other than Dollars or Euro to be carried out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which banks are open for foreign exchange business in the principal financial center of the country of such currency.

“ Canadian Dollars ” and “ C$ ” mean the lawful currency of Canada.

“ Capital Improvement Reserve ” means, with respect to any Real Property now or hereafter owned by the Parent or its Subsidiaries, an amount equal to thirty cents ($.30) multiplied by the Net Rentable Area of the Real Property.

“ Capital Lease Obligations ” means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease.

“ Capitalization Rate ” means 7.75% or such greater amount pursuant to Section 2.14.

“ Cash ” means money, currency or a credit balance in any demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means:

(a) securities issued or fully guaranteed or insured by the United States Government or any agency thereof and backed by the full faith and credit of the United States having maturities of not more than one year from the date of acquisition;

(b) certificates of deposit, time deposits, demand deposits, eurodollar time deposits, repurchase agreements, reverse repurchase agreements, or bankers’ acceptances, having in each case a term of not more than one year, issued by Administrative Agent or any Lender, or by any U.S. commercial bank (or any branch or agency of a non-U.S. bank licensed to conduct business in the U.S.) having combined capital and surplus of not less than $100,000,000 whose short-term securities are rated (at the time of acquisition thereof) at least A-1 by S&P and P-1 by Moody’s;

(c) demand deposits on deposit in accounts maintained at commercial banks having membership in the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder;

(d) commercial paper of an issuer rated (at the time of acquisition thereof) at least A-2 by S&P or P-2 by Moody’s and in either case having a term of not more than one year; and

(e) money market mutual or similar funds that invest primarily in assets satisfying the requirements of clauses (a) through (d) of this definition.

“ Cash Interest Expense ” means Adjusted Interest Expense of a Person that is paid or currently payable in Cash.

“ Change of Control ” means (a) any transaction or series of related transactions in which any Unrelated Person or two or more Unrelated Persons acting in concert acquire beneficial ownership (within the meaning of Rule 13d 3(a)(l) under the Securities Exchange Act of 1934, as amended), directly or indirectly, of 40% or more of the outstanding Common Stock, (b) during any period of 12 consecutive months, individuals who at the beginning of such period constituted the board of directors of Parent (together with any new or replacement directors whose election by the board of directors, or whose nomination for election, was approved by a vote of at least a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for reelection was previously so approved) cease for any reason to constitute a majority of the directors then in office, or (c) a “change of control” as defined in any document governing Indebtedness or Preferred Equity of Parent in excess of $75,000,000 which gives the holders of such Indebtedness or Preferred Equity the right to accelerate or otherwise require payment of such Indebtedness or Preferred Equity prior to the maturity date thereof.

“ Change in Law ” me ans the occurrence, after the date of this Agreement, of any of the following: (a) the adoption, or taking effect of any law, rule, regulation, guideline, decision, directive or treaty, (b) any change in any law, rule, regulation, directive, guideline, decision, or treaty or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline, law, rule, treaty or directive (whether or not having the force of law) by any Governmental Authority ; provided that for purposes of this Agreement, the Dodd-Frank Wall

Street Reform and Consumer Protection Act and all requests, guidelines, and directives in connection therewith are deemed to have gone into effect and been adopted after the date of this Agreement.

“ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ” means any Term Loan Commitment or any Revolving Commitment, as applicable.

“ Committed Borrowing ” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of Eurocurrency Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01.

“ Committed Loan ” means a Revolving Loan or a Term Loan.

“ Committed Loan Notice ” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one Type to the other, or (c) a continuation of Eurocurrency Rate Committed Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A.

“ Common Stock ” means the common stock of Parent.

“ Competitive Bid ” means a written offer by a Lender to make one or more Bid Loans, substantially in the form of Exhibit H-2 , duly completed and signed by a Lender.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D.

“ Confidential Information ” means (a) all of the terms, covenants, conditions or agreements set forth in any letters of intent or in this Agreement or any amendments hereto and any related agreements of whatever nature, (b) the information and reports provided in compliance with the terms of this Agreement, (c) any and all information provided, disclosed or otherwise made available to the Administrative Agent and the Lenders including, without limitation, any and all plans, maps, studies (including market studies), reports or other data, operating expense information, as-built plans, specifications, site plans, drawings, notes, analyses, compilations, or other documents or materials relating to the properties or their condition or use, whether prepared by Borrowers or others, which use, or reflect, or that are based on, derived from, or are in any way related to the foregoing, and (d) any and all other information of the Parent or any of its Subsidiaries that the Administrative Agent or any Lender may have access to including, without limitation, ideas, samples, media, techniques, sketches, specifications, designs, plans, forecasts, financial information, technical information, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, financial models and databases, software programs, software source documents, manuals, documents, properties, names of tenants or potential tenants, vendors, suppliers, distributors and consultants, and formulae related to the current, future, and proposed products and services of the Parent or any of its Subsidiaries or tenants or potential tenants (including, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, clients, business and contractual relationships, business forecasts, and sales and marketing plans). Confidential Information may be disclosed or accessible to the Administrative Agent and the Lenders as embodied within tangible material (such as documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), orally, or visually.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Debt Rating ” means, as of any date of determination, the higher of the credit ratings then assigned to Parent’s long-term senior unsecured debt by either of the Rating Agencies. For purposes of the foregoing, a credit rating of BBB- from S&P is equivalent to a credit rating of Baa3 from Moody’s and vice versa. A credit rating of BBB from S&P is equivalent to a credit rating of Baa2 from Moody’s and vice versa. It is the intention of the parties that if Parent shall only obtain a Debt Rating from one of the Rating Agencies without seeking a credit rating from the other of the Rating Agencies, the Borrowers shall be entitled to the benefit of the Pricing Level for such credit rating. If Parent obtains a Debt Rating from both of the Rating Agencies, the higher of the two ratings shall control, provided that the lower rating is only one level below that of the higher rating. If, however, the lower rating is more than one level below that of the higher Debt Rating, the Pricing Level that is one level higher than the lower Debt Rating shall apply. If the Parent has only one Investment Grade Rating, then that Debt Rating shall apply. If Parent obtains a Debt Rating from both of the Rating Agencies and thereafter loses such rating from one of the Rating Agencies, the Parent shall be deemed to not have a Debt Rating from such Rating Agency. At any time, if either of the Rating Agencies shall no longer perform the functions of a securities rating agency, then the Borrowers and the Administrative Agent shall promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Debt Rating of the other of the Rating Agencies, if one has been provided, shall continue to apply.

“ Debt Service ” means, for any period with respect to a Person’s Indebtedness, the sum of all Interest Charges and regularly scheduled principal payments due and payable during such period, excluding any balloon payments due upon maturity of the Indebtedness, refinancing of the Indebtedness or repayments thereof in connection with asset sales; provided that Debt Service shall not include any Minority Interest’s share of any of the foregoing. Debt Service shall include the portion of rent payable by a Person during such period under Capital Lease Obligations that should be treated as principal in accordance with GAAP but shall exclude Interest Charges related to committed construction loans.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

“ Default Rate ” means (a) when used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided , however , that with respect to a Eurocurrency Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate and any Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect

to Letter of Credit Fees, a rate equal to the Applicable Rate for Eurocurrency Rate Committed Loans plus 2% per annum.

“ Defaulting Lender ” means, subject to Section 2.17(b), any Revolving Lender that, as reasonably determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit, Swing Line Loans or Alternative Currency Risk Participations, within three Business Days of the date required to be funded by it hereunder, unless the subject of a good faith dispute (b) has notified the Parent or the Administrative Agent that it does not intend to comply with its funding obligations hereunder or has made a public statement to that effect with respect to its funding obligations other agreements generally in which it commits to extend credit, unless such failure is subject to a good faith dispute, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner reasonably satisfactory to the Administrative Agent that it will comply with its funding obligations, unless the subject of a good faith dispute; provided that , notwithstanding the provisions of Section 2.17, such Revolving Lender shall cease to be a Defaulting Lender upon the Administrative Agent’s receipt of such confirmation, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that a Revolving Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Revolving Lender or any direct or indirect parent company thereof, or the exercise of control over such Revolving Lender or any direct or indirect parent company thereof, in each case, by a Governmental Authority.

“ Development Investments ” means, as of any date of determination, direct or indirect investments in Real Property which, as of such date, is the subject of ground-up development to be used principally for office, laboratory, research, health sciences, technology, manufacturing or warehouse purposes and related real property (and appurtenant amenities); provided , that , such Real Property or any portion thereof will only constitute a Development Investment from the date construction has commenced thereon until the date on which the Real Property and applicable improvements receive a final certificate of occupancy or equivalent certification allowing legal occupancy for its intended purpose.

“ Disposition ” or “ Dispose ” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction and dispositions due to casualty or condemnation) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Dollar ” and “ $ ”mean lawful money of the United States.

“ Dollar Equivalent ” means, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any Alternative Currency, the equivalent amount thereof in Dollars as determined by the Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of Dollars with such Alternative Currency.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

Person) for that period, plus (b) the following to the extent deducted in calculating Net Income of such Person (i) any non-recurring loss, plus (ii) Interest Expense for that period, plus (iii) the aggregate amount of federal and state taxes on or measured by income of such Person for that period (whether or not payable during that period), plus (iv) depreciation, amortization and all other non-cash expenses ( including non-cash officer compensation and any write-down of goodwill pursuant to GAAP) of such Person for that period, in each case as determined in accordance with GAAP, plus (v) transaction costs and expenses in connection with any merger or acquisition (whether or not consummated) not permitted to be capitalized pursuant to GAAP, plus (vi) severance and restructuring charges plus (vii) charges related to the early extinguishment of Indebtedness minus (c) any non-operating, non-recurring gain to the extent included in calculating Net Income of such Person (or attributable to assets of such Person).

“ Eligible Assignee ” means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Administrative Agent, and (ii) unless an Event of Default has occurred and is continuing, the Parent (on behalf of the Borrowers) (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, “Eligible Assignee” shall not include the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries.

“ EMU ” means the economic and monetary union in accordance with the Treaty of Rome 1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam Treaty of 1998.

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“ Environmental Laws ” means any and all applicable Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions governing pollution and the protection of the environment or the release of any Hazardous Materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrowers, or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement by any Borrower pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interest ” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, and other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ Equity Offering ” means the issuance and sale by the Parent or the Operating Partnership of any equity securities.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) under common control with the Borrowers within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

“ ERISA Event ” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrowers or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrowers or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 of ERISA or the treatment of a Multiemployer Plan amendment as a termination under Section 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan or Multiemployer Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA to the extent that such determination could reasonably be expected to give rise to a Material Adverse Effect; or (h) the imposition of any material liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrowers or any ERISA Affiliate.

“ Euro ” and “ EUR ” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Eurocurrency Bid Margin ” means the margin above or below the Eurocurrency Rate to be added to or subtracted from the Eurocurrency Rate, which margin shall be expressed in multiples of 1/100 th of one basis point.

“ Eurocurrency Margin Bid Loan ” means a Bid Loan that bears interest at a rate based upon the Eurocurrency Rate.

“ Eurocurrency Rate ” means:

(a) means, for any Interest Period with respect to a Eurocurrency Rate Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurocurrency Rate” for such Interest Period shall be the rate per annum determined by the Administrative Agent to be the rate at which deposits in the relevant currency for delivery on the first day of such Interest Period in Same Day Funds in the approximate amount of the Eurocurrency Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch (or other Bank of America branch or Affiliate) to major banks in the London or other offshore interbank market for such currency at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period; and

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London

Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurocurrency market at their request at the date and time of determination.

“ Eurocurrency Rate Committed Loan ” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.”

“ Eurocurrency Rate Loan ” means a Eurocurrency Rate Committed Loan or a Eurocurrency Margin Bid Loan.

“ Event of Default ” has the meaning set forth in Section 8.01.

“ Exchange Proceeds ” means the net issuance proceeds from Equity Offerings, which Borrowers have designated or otherwise stated that they intend to use to make Restricted Payments on account of then existing Preferred Equity.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender, the L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) taxes imposed on or measured by its overall net income (or any Person whose net income is measured with reference to it) (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located, or in which it is doing business, or in the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrowers are located, (c) other than with respect to an assignee pursuant to a request by the Borrowers under Section 10.13 or any Alternative Currency Fronting Lender, any United States Federal withholding tax that is imposed on amounts payable to such Person at the time such Person becomes a party hereto (or designates a new Lending Office) or is attributable to such Person’s failure or inability (other than as a result of a Change in Law) to comply with Section 3.01(e), except to the extent that such Person (or its assignor, if any) was entitled, at the time of its appointment or designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 3.01(a) and (d) in the case of any Revolving Lender or any Lender that becomes a party hereto after the Third Amendment Effective Date, any United States Federal withholding tax imposed by reason of a Lender’s failure to comply with the requirements of Sections 1471 through 1474 of the Code or any applicable Treasury regulations promulgated thereunder, or any official interpretations thereof.

“ Existing Credit Agreement ” has the meaning set forth in the Recitals.

“ Existing Revolver Commitment Termination Date ” has the meaning set forth in Section 2.14(a).

“ Existing Term Loan Maturity Date ” has the meaning set forth in Section 2.14(b).

Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“ Fee Letter ” means that certain letter agreement dated as of October 20, 2010 among the Parent, the Administrative Agent, Banc of America Securities LLC (which was merged with and into MLPF&S on or about November 1, 2010), J.P. Morgan Securities LLC and JPMorgan Chase Bank, N.A.

“ Fixed Charge Coverage Ratio ” means, as of the last day of any fiscal quarter, the ratio obtained by dividing (a) Adjusted EBITDA for the period consisting of that fiscal quarter and the three immediately preceding fiscal quarters by (b) an amount equal to (i) Debt Service of the Parent and its Subsidiaries for such period, plus (ii) all Preferred Distributions (other than redemptions) of Parent and its Subsidiaries during such period.

“ Fixed Eurocurrency Rate ” means, on any date of determination, for any Swing Line Loan, the sum of: (a) the rate per annum equal to the BBA LIBOR (or other commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) for a 30 day interest period at approximately 4:00 p.m. (London time) on the date of borrowing; plus (b) the Applicable Rate. If such rate is not available for any reason, then the “Fixed Eurocurrency Rate”, on such date of determination, shall be (a) the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of a 30 day interest period in same day funds in the approximate amount of the Swing Line Loan by Bank of America and with a term equivalent to a 30 day interest period would be offered by Bank of America’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) on the day of commencement of such 30 day interest period; plus (b) the Applicable Rate.

“ Fixed Eurocurrency Rate Loan ” means a Swing Line Loan that bears interest at a rate based on the Fixed Eurocurrency Rate.

“ Foreign Lender ” means any Lender that is not a United States person as defined in Section 7701(a)(30) of the Code.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Fronting Commitment ” means, with respect to any Alternative Currency Fronting Lender, the aggregate Dollar Equivalent amount of Alternative Currency Fronting Loans that such Fronting Lender has agreed to make as set forth on Schedule 2.01A , as such amount may be adjusted in accordance with Section 10.24.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to the L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.

“ Fund ” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Funds From Operations ” means, with respect to any fiscal period and without double counting, an amount equal to the Net Income (or deficit) of Parent and its Subsidiaries for that period computed on a consolidated basis in accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures; provided that Funds From Operations shall exclude impairment charges, charges from the early extinguishment of indebtedness and other non-cash charges. Adjustments for unconsolidated partnerships and joint ventures will be calculated to reflect Funds From Operations on the same basis. Funds From Operations shall be reported in accordance with the NAREIT Policy Bulletin dated April 5, 2002, as amended, restated, supplemented or otherwise modified from time to time.

“ GAAP ” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“ Governmental Authority ” means the government of the United States or any other nation, or of any political subdivision or instrumentality thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“ Granting Lender ” has the meaning specified in Section 10.06(h).

“ Guarantee ” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness payable or performable by another Person (the “ primary obligor” ) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated under any Environmental Law.

“ Honor Date ” is defined in Section 2.03(c)(i).

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with

GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) Capital Lease Obligations; and

(g) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, (i) the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or is otherwise liable for such Indebtedness, except to the extent such Indebtedness is expressly made non-recourse to such Person and (ii) Indebtedness shall not include any Minority Interest’s share of any of the foregoing. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning specified in Section 10.04(b).

“ Initial Pool Properties ” means the Qualified Asset Pool Properties described in Schedule 5.18 hereto.

“ Intangible Assets ” means the value of all assets of a Person and its Subsidiaries (without duplication), determined on a consolidated basis in accordance with GAAP, that are considered to be intangible assets under GAAP, including customer lists, goodwill, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs.

“ Interest Charges ” means, as of the last day of any fiscal period and without double counting, the sum of (a) Cash Interest Expense of a Person, plus (b) all interest currently payable in Cash by a Person which is incurred during that fiscal period and capitalized under GAAP, minus (c) any Minority Interest’s share of Cash Interest Expense.

“ Interest Coverage Ratio ” means, as of the last day of any fiscal quarter, the ratio obtained by dividing (a) the sum of the aggregate Adjusted NOI from the Qualified Asset Pool Properties for that fiscal quarter and the preceding three full fiscal quarters, by (b) the aggregate Interest Charges for such period in respect of the unsecured Indebtedness of the Parent and its Subsidiaries. The Interest Coverage Ratio shall be determined by the Borrowers and shall be reasonably satisfactory to the Administrative Agent excluding interest during construction to the extent capitalized.

“ Interest Expense ” means, with respect to any Person as of the last day of any fiscal period and without duplication, an amount equal to (a) all interest, fees, charges and related expenses paid or payable (without duplication) for that fiscal period by that Person to a lender in connection with borrowed money (including any obligations for fees, charges and related expenses payable to the issuer of any letter of credit) or the deferred purchase price of assets that are considered “interest expense” under GAAP, plus (b) the portion of rent paid or payable (without duplication) for that fiscal period by that Person under Capital Lease Obligations that should be treated as interest in accordance with Accounting Standards Codification Topic No. 840-30, minus ( or plus, as applicable ) (c) amounts received (or paid) under Swap Contracts plus (d) all other amounts considered to be “interest expense” under GAAP.

“ Interest Payment Date ” means the fifth (5th) calendar day of each month; provided that if the fifth (5th) calendar day of any month falls on a day other than a Business Day, then the Interest Payment Date shall be the immediately succeeding Business Day.

“ Interest Period ” means, (a) as to each Eurocurrency Rate Loan, the period commencing on the date such Eurocurrency Rate Loan is disbursed or, in the case of any Eurocurrency Rate Committed Loan, converted to or continued as a Eurocurrency Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrowers in their applicable Committed Loan Notice or Bid Request, as the case may be; and (b) as to each Absolute Rate Loan, a period of not less than 7 days and not more than 180 days as selected by the Parent in its Bid Request; provided that:

(i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurocurrency Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(ii) any Interest Period pertaining to a Eurocurrency Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

(iii) no Interest Period shall extend beyond the Revolving Commitment Termination Date (in the case of Interest Periods relating to Revolving Loans) or the Term Loan Maturity Date (in the case of Interest Periods relating to Term Loans), as applicable.

including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but reduced by any amounts received in respect of such Investment which constitute capital distributions, principal, sale proceeds or otherwise in respect thereof.

“ Investment Grade Rating ” means a Debt Rating of BBB- or better from S&P or a Debt Rating of Baa3 or better from Moody’s.

“ IP Rights ” has the meaning specified in Section 5.17.

“ IRS ” means the United States Internal Revenue Service.

“ ISP ” means, with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of issuance).

“ Issuer Documents ” means, with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by the L/C Issuer and the Borrowers (or any Subsidiary) or in favor the L/C Issuer and relating to any such Letter of Credit.

“ Joinder Agreement ” means a joinder agreement substantially in the form attached hereto as Exhibit F .

“ Laws ” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C Advance ” means, with respect to each Revolving Lender, such Revolving Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances shall be denominated in Dollars.

“ L/C Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. All L/C Borrowings shall be denominated in Dollars.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lender ” has the meaning specified in the introductory paragraph hereto and, as the context requires, includes the Swing Line Lender, a Bid Lender, each Alternative Currency Fronting Lender, each Alternative Currency Funding Lender and each Alternative Currency Participating Lender, as applicable.

“ Lender Joinder Agreement ” means a lender joinder agreement substantially in the form attached hereto as Exhibit G .

“ Lender Party ” has the meaning set forth in Section 10.07.

“ Lending Office ” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“ Letter of Credit ” means any standby letter of credit issued hereunder. Letters of Credit may be issued in Dollars or in an Alternative Currency.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.

“ Letter of Credit Expiration Date ” means the day that is seven days prior to the Revolving Commitment Termination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).

“ Letter of Credit Fee ” has the meaning specified in Section 2.03(i).

“ Letter of Credit Sublimit ” means an amount equal to $75,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“ Leverage Ratio ” means, as of the last day of each fiscal quarter, the ratio (expressed as a percentage) obtained by dividing (a) the sum of Total Indebtedness of Parent and its Subsidiaries as of that date minus Unrestricted Cash by (b) the Adjusted Tangible Assets of Parent and its Subsidiaries as of that date.

“ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, deposit arrangement, encumbrance, lien (statutory or other), charge, or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing lease having substantially the same economic effect as any of the foregoing, other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest).

“ Loan ” means a Term Loan, a Revolving Loan, a Swing Line Loan, a Bid Loan and/or an L/C Borrowing, as the context requires.

“ Loan Documents ” means this Agreement, each Revolving Note, each Term Note, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Agreement, the Fee Letter and any other instrument, document or agreement from time to time delivered by a Borrower in connection with this Agreement.

“ MLPF&S ” means Merrill Lynch, Pierce Fenner & Smith Incorporated and its successors.

“ Majority Lenders ” means, as of any date of determination, at least two Lenders having more than 50% of the sum of (a) the Aggregate Revolving Commitments then in effect or, if the Aggregate Revolving Commitments have been terminated pursuant to Section 8.02, the Total Revolving Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Lender for purposes of this definition), and (b) the Term Loan Amount; provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority Lenders.

“ Mandatory Cost ” means, with respect to any period, the percentage rate per annum determined in accordance with Schedule 1.01(a) .

“ Material Adverse Effect ” means any set of circumstances or events which (a) has had or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of any Loan Document (other than as a result of any action or inaction of the Administrative Agent or any Lender), (b) has been or could reasonably be expected to be material and adverse to the business or condition (financial or otherwise) of the Parent and its Subsidiaries on a consolidated basis or (c) has materially impaired or could reasonably be expected to materially impair the ability of Borrowers to perform the Obligations.

“ Maximum Rate ” has the meaning set forth in Section 10.09.

“ Minimum Book Value ” means, as of any date of determination, without duplication, the sum of: (a) all consolidated assets of Parent and its Subsidiaries as of that date, plus (b) Parent’s and its Subsidiaries’ minority interest in unconsolidated assets as of that date, minus (i) Intangible Assets of Parent and its Subsidiaries and (ii) Total Liabilities of Parent and its Subsidiaries as of that date.

“ Minority Interest ” means, with respect to any non-Wholly-Owned Subsidiary, direct or indirect, of the Parent, any ownership interest of a third party in such Subsidiary.

“ Moody’s ” means Moody’s Investors Service, Inc. and any successor thereto.

“ Mortgageable Ground Lease ” means on any date of determination, a lease or similar arrangement providing the right to occupy Real Property (a) which is granted by the fee owner of Real Property, (b) which has a remaining term (calculated only once on the Closing Date or the date the Real Property subject to such lease becomes a Qualified Asset Pool Property) of not less than twenty-five (25) years, including extension options exercisable solely at the discretion of a Borrower or any applicable Subsidiary, (c) under which no material default has occurred and is continuing and (d) with respect to which a security interest may be granted (i) without the consent of the lessor or (ii) pursuant to the consent of the lessor, which consent has been granted.

“ Multiemployer Plan ” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

property that is the subject of such Lien and (b) any such covenant that does not apply to Liens which may secure the Obligations now or in the future.

“ Net Income ” means, for any period and for any Person, the net income of the Person for that period, determined in accordance with GAAP; provided that there shall be excluded therefrom the net amount of any real estate gains or losses.

“ Net Rentable Area ” means with respect to any Real Property, the floor area of any buildings, structures or improvements available for leasing to tenants (excluding storage lockers and parking spaces) determined in accordance with the Parent’s or its applicable Subsidiary’s rent roll for such Real Property, the manner of such determination shall be consistently applied for all Real Property, unless otherwise approved by the Administrative Agent.

“ NOI ” means, with respect to any Revenue-Producing Property and with respect to any fiscal period, the sum of (a) the net income of that Revenue-Producing Property for that period, plus (b) Interest Expense of that Revenue-Producing Property for that period, plus (c) the aggregate amount of federal and state taxes on or measured by income of that Revenue-Producing Property for that period (whether or not payable during that period), plus (d) depreciation, amortization and all other non-cash expenses of that Revenue-Producing Property for that period, in each case as determined in accordance with GAAP.

“ Non-Recourse Debt ” means Indebtedness of any Person for which the liability of such Person (except with respect to fraud, Environmental Laws liability, misapplication of funds, bankruptcy, transfer of collateral in violation of the applicable loan documents, failure to obtain consent for subordinate financing in violation of the applicable loan documents and other exceptions customary in like transactions at the time of the incurrence of such Indebtedness) either is contractually limited to collateral securing such Indebtedness or is so limited by operation of Laws.

“ Note(s) ” means either or both of the Term Notes or Revolving Notes, as the context requires.

“ NYSE ” means the New York Stock Exchange.

“ Obligations ” means all advances to, and debts, liabilities, obligations of, any Borrower arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“ Organization Documents ” means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

Agreement or any other Loan Document; provided, however , that “Other Taxes” shall not include such amounts to the extent imposed as a result of any transfer by any Lender or the Administrative Agent of any interest in or under any Loan Document.

“ Outstanding Amount ” means (i) with respect to Committed Loans on any date, the Dollar Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Committed Loans occurring on such date; (ii) with respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on such date; (iii) with respect to any L/C Obligations on any date, the Dollar Equivalent amount of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrowers of Unreimbursed Amounts and (iv) with respect to Bid Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of such Bid Loans occurring on such date.

“ Overnight Rate ” means, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Rate and (ii) an overnight rate determined by the Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance with banking industry rules on interbank compensation, and (b) with respect to any amount denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits in the applicable Alternative Currency, in an amount approximately equal to the amount with respect to which such rate is being determined, would be offered for such day by a branch or Affiliate of Bank of America in the applicable offshore interbank market for such currency to major banks in such interbank market in accordance with banking industry rules or practices in such offshore interbank market.

“ Participant ” has the meaning set forth in Section 10.06(d).

“ Participating Member State ” means each state so described in any EMU Legislation.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Pension Funding Rules ” means the rules of the Code and ERISA regarding minimum required contributions (including any installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“ Pension Plan ” means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) including a multiple employer plan but not including a Multiemployer Plan; that is maintained or is contributed to by the Parent or its Subsidiaries and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the Code.

“ Permitted Purposes ” has the meaning set forth in Section 10.07(a).

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ” means any “employee benefit plan” (as such term is defined in Section 3(2) of ERISA) established by the Borrowers, or with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

“ Platform ” has the meaning set forth in Section 6.02.

“ Preferred Distributions ” means for any period, the amount of any and all Restricted Payments due and payable in cash by the Parent or any of its Subsidiaries during such period to the holders of Preferred Equity but shall not include any Minority Interest’s share of any such Restricted Payments.

“ Preferred Equity ” means any form of preferred stock (whether perpetual, convertible or otherwise) or other ownership or beneficial interest in Parent or any of its Subsidiaries that entitles the holders thereof to preferential payment or distribution priority with respect to dividends, assets or other payments over the holders of any other stock or other ownership or beneficial interest in such Person.

“ Property ” means all assets of the Parent and its Subsidiaries, whether real property or personal property.

“ Public Lender ” has the meaning set forth in Section 6.02.

“ Qualified Asset Pool Property ” means Qualified Land, Qualified Revenue-Producing Property, Qualified Development Assets and Qualified Joint Venture Property.

“ Qualified Development Asset ” means a Real Property that:

(a) satisfies the Base Qualifications;

(b) constitutes a Development Investment; and

“ Qualified Joint Venture Property ” means a Real Property, owned and controlled by a direct or indirect non-wholly-owned subsidiary of the Parent, that is any of a Qualified Revenue-Producing Property, Qualified Land and/or a Qualified Development Asset. For purposes of this definition “controlled” means exclusive control of any disposition, refinancing and operating activity without the consent of any other party (other than the Parent or any of its Wholly-owned Subsidiaries). Notwithstanding the foregoing, the Tech Square Project shall be deemed a Qualified Joint Venture Property so long as it meets the criteria set forth above other than those matters set forth on Schedule 1.01(b) .

“ Qualified Land ” means, as of any date of determination, without duplication, Real Property that:

(a) satisfies the Base Qualifications;

(b) is entitled; and

“ Qualified Revenue-Producing Property ” means a Revenue-Producing Property that:

(a) satisfies the Base Qualifications;

(b) is occupied or available for occupancy (subject to final tenant improvements); and

“ Rating Agencies ” means (a) S&P and (b) Moody’s.

“ Ratings Grid Election ” shall have the meaning specified in the definition of “Applicable Rate”.

“ Real Property ” means, as of any date of determination, real property (together with the underlying real property interests and appurtenant real property rights) then owned, leased or occupied by any Borrower or any of its Subsidiaries.

“ Register ” has the meaning specified in Section 10.06(c).

“ REIT Status ” means, with respect to any Person, (a) the qualification of such Person as a real estate investment trust under Sections 856 through 860 of the Code, and (b) the applicability to such Person and its shareholders of the method of taxation provided for in Sections 857 et seq . of the Code.

“ Related Parties ” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“ Release Event ” has the meaning specified in Section 10.23.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

“ Request for Credit Extension ” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, (c) with respect to a Bid Loan, a Bid Request, and (d) with respect to a Swing Line Loan, a Swing Line Loan Notice.

“ Required Lender Adjustment ” has the meaning set forth in Section 10.01A.

“ Required Lenders ” means, as of any date of determination, Lenders having at least 66-2/3% of the sum of (a) the Revolving Commitments then in effect or, if the Aggregate Revolving Commitments have been terminated pursuant to Section 8.02, the Total Revolving Outstandings (with the aggregate amount of each Revolving Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Lender for purposes of this definition), and (b) the Term Loan Amount; provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“held” by such Revolving Lender for purposes of this definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“ Responsible Officer ” means, (i) with respect to delivery of executed copies of this Agreement or any Compliance Certificate, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or any executive vice president of a Borrower and (ii) for all other purposes, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, secretary, assistant secretary or any executive vice president of a Borrower. Any document delivered hereunder that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Borrower.

“ Restricted Payment ” means, with respect to any equity interest or any warrant or option to purchase an equity interest issued by the Parent or any of its Subsidiaries, (a) the retirement, redemption, purchase or other acquisition for Cash or for Property by the Parent or such Subsidiary of any such security or interest (excluding any Indebtedness which by its terms is convertible into an Equity Interest), (b) the declaration or (without duplication) payment by the Parent or such Subsidiary of any dividend in Cash or in Property on or with respect to any such security or interest, (c) any Investment by the Parent or such Subsidiary in the holder of 5% or more of any such security or interest if a purpose of such Investment is to avoid characterization of the transaction as a Restricted Payment and (d) any other payment in Cash or Property by the Parent or such Subsidiary constituting a distribution under applicable Laws with respect to such security or interest.

“ Revaluation Date ” means (a) with respect to any Loan, each of the following: (i) each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii) each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency pursuant to Section 2.02, (iii) the date the Alternative Currency Fronting Lender has requested payment from the Alternative Currency Participating Lenders in Dollars, and with respect to all other instances pursuant to Section 2.02(f) the date on which payments in Dollars are made between the Alternative Currency Fronting Lender and Alternative Currency Participating Lenders with respect to such Loan and (iv) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require; and (b) with respect to any Letter of Credit, each of the following: (i) each date of issuance of a Letter of Credit denominated in an Alternative Currency, (ii) each date of an amendment of any such Letter of Credit having the effect of increasing the amount thereof (solely with respect to the increased amount), (iii) each date of any payment by the L/C Issuer under any Letter of Credit denominated in an Alternative Currency, and (iv) such additional dates as the Administrative Agent or the L/C Issuer shall determine or the Required Lenders shall require.

“ Revenue-Producing Property ” means an identifiable improved Real Property that is used principally for office, laboratory, research, health sciences, technology, manufacturing or warehouse purposes and related real property (and appurtenant amenities), or for such other revenue-producing purposes as the Required Lenders may approve.

“ Revolving Commitment ” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, (c) purchase participations in Swing Line Loans and (d) if such Lender is an Alternative Currency Participating Lender with respect to any Alternative Currency, purchase Alternative Currency Risk Participations in Revolving Loans denominated in such Alternative Currency, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Revolving Lender’s name on Schedule 2.01A or in the Assignment and Assumption pursuant to which such

Revolving Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Revolving Commitment Termination Date ” means the earlier of (a) the later of (i) the date that is three years after the Third Amendment Effective Date and (ii) if the Existing Revolver Commitment Termination Date is extended pursuant to Section 2.14, such extended Revolving Commitment Termination Date as determined pursuant to such Section 2.14 and (b) the date the Revolving Commitments are terminated pursuant to Section 2.06 or Article VIII.

“ Revolving Lender ” means each Lender that, from and after the Third Amendment Effective Date, has a Revolving Commitment or, following termination of the Revolving Commitments, has Revolving Loans outstanding.

“ Revolving Loan ” means a Base Rate Loan or a Eurocurrency Rate Loan made to the Borrowers by a Revolving Lender in accordance with its Applicable Percentage pursuant to Section 2.01(a), except as otherwise provided herein.

“ Revolving Note ” means a promissory note made by the Borrowers in favor of, and payable to the order of, a Revolving Lender evidencing Revolving Loans made by such Revolving Lender, substantially in the form of Exhibit C-1 .

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“ Same Day Funds ” means (a) with respect to disbursements and payments in Dollars, immediately available funds, and (b) with respect to disbursements and payments in an Alternative Currency, same day or other funds as may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be customary in the place of disbursement or payment for the settlement of international banking transactions in the relevant Alternative Currency.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ SEC Report ” means all filings on Form 10-K, Form 10-Q or Form 8-K with the SEC made by the Parent pursuant to the Securities Exchange Act of 1934.

“ Second Amendment Effective Date ” shall mean May 2, 2007.

“ Secured Debt ” means Indebtedness of Parent or any of its Subsidiaries that is secured by a Lien; provided , that Secured Debt shall not include any of the Obligations.

“ Secured Debt Ratio ” means, as of the last day of any fiscal quarter, the ratio (expressed as a percentage) obtained by dividing (a) the Secured Debt of Parent and its Subsidiaries as of such date by (b) the Adjusted Tangible Assets, as of such date.

“ Senior Financing Transaction ” means the incurrence of senior unsecured Indebtedness by the Parent.

“ SPC ” has the meaning set forth in Section 10.06(h).

“ Special Notice Currency ” means at any time an Alternative Currency, other than the currency of a country that is a member of the Organization for Economic Cooperation and Development at such time located in North America or Europe.

“ Spot Rate ” for a currency means the rate determined by the Administrative Agent or the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the spot rate for the purchase by such Person of such currency with another currency through its principal foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign exchange computation is made; provided that the Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency; and provided further that the L/C Issuer may use such spot rate quoted on the date as of which the foreign exchange computation is made in the case of any Letter of Credit denominated in an Alternative Currency.

“ Sterling ” and “ £ ” mean the lawful currency of the United Kingdom.

“ Subsidiary ” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrowers.

“ Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “ Master Agreement ”), including any such obligations or liabilities under any Master Agreement.

“ Swap Termination Value ” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).

“ Swing Line ” means the revolving credit facility made available by the Swing Line Lender pursuant to Section 2.04.

“ Swing Line Borrowing ” means a borrowing of a Swing Line Loan pursuant to Section 2.04.

“ Swing Line Lender ” means Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

“ Swing Line Loan ” has the meaning specified in Section 2.04(a).

“ Swing Line Loan Notice ” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.

“ Swing Line Sublimit ” means an amount equal to $150,000,000. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Commitments.

“ Syndication Agents ” means JPMorgan Chase Bank, N.A. and Citicorp North America, Inc., each in its capacity as co-syndication agent.

“ TARGET Day ” means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) payment system (or, if such payment system ceases to be operative, such other payment system (if any) determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euro.

“ Taxes ” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“ Tech Square Project ” means the seven building campus located in Cambridge, Massachusetts aggregating approximately 1.2 million square feet.

“ Term Lenders ” means the Term A Lenders, Term A-1 Lenders and any other Term Lenders holding a Term Loan pursuant to Section 2.15.

“ Term A Lenders ” means Lenders with a Term A Loan Commitment or holding Term A Loans.

“ Term A-1 Lenders ” means Lenders with a Term A-1 Loan Commitment or holding Term A-1 Loans.

“ Term A-1 Loan ” means a Term A-1 Loan of any type made to Borrowers by the Term A-1 Lenders in accordance with their Applicable Percentage pursuant to Section 2.01(c).

“ Term A-1 Loan Amount ” means, at any time, the aggregate principal amount of the Term A-1 Loans outstanding, which on the Second Amendment Effective Date is equal to $150,000,000.

“ Term A-1 Loan Commitment ” means, as to each Term A-1 Lender, its obligation to make a Term A-1 Loan to the Borrowers pursuant Section 2.01(c), in an aggregate principal amount on the Second Amendment Effective Date not to exceed the amount set forth opposite such Term A-1 Lender’s name on Schedule 2.01A or the amount set forth in the Assignment and Assumption pursuant to which such Term A-1 Lender becomes a party hereto, as applicable.

“ Term A Loan ” means a Term A Loan of any type made to Borrowers by the Term A Lenders in accordance with their Applicable Percentage pursuant to Section 2.01(b).

“ Term A Loan Amount ” means, at any time, the aggregate principal amount of the Term A Loans outstanding, which on the Closing Date is equal to $600,000,000.

“ Term A Loan Commitment ” means, as to each Term A Lender, its obligation to make a Term A Loan to the Borrowers pursuant Section 2.01(b), in an aggregate principal amount on the Closing Date not to exceed such Term A Lender’s portion of the Term A Loan Amount or the amount set forth in the Assignment and Assumption pursuant to which such Term A Lender becomes a party hereto, as applicable.

“ Term Loan ” means a Term A Loan, a Term A-1 Loan or any other term loan made pursuant to Section 2.15.

“ Term Loan Amount ” means, at any time, the Term A Loan Amount plus the Term A-1 Loan Amount plus the aggregate outstanding principal amount of all other Term Loans.

“ Term Loan Maturity Date ” means the later of (a) October 31, 2011 and (b) if the Existing Term Loan Maturity Date is extended pursuant to Section 2.14, such extended Term Loan Maturity Date as determined pursuant to such Section 2.14.

“ Term Note ” means a promissory note made by the Borrowers in favor of, and payable to the order of, a Term Lender evidencing that portion of the Term Loan made by such Term Lender substantially in the form of Exhibit C-2.

“ Third Amendment Effective Date ” means [ ].

“ Total Assets ” means the value of all assets of a Person and its Subsidiaries (without duplication), determined on a consolidated basis in accordance with GAAP; provided that all Real Property shall be valued based on its Unencumbered Asset Value (it being understood that the Unencumbered Asset Value for any Real Property that is not a Qualified Asset Pool Property shall be calculated as if it was a Qualified Asset Pool Property). In the event that a Person has an ownership or other equity interest in any other Person, which investment is not consolidated in accordance with GAAP (that is, such interest is a “minority interest”), then the assets of a Person and its Subsidiaries shall include such Person’s or its Subsidiaries’ allocable share of all assets of such Person in which a minority interest is owned based on such Person’s respective ownership interest in such other Person.

“ Total Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(f) Capital Lease Obligations; and

(g) all Guarantees of such Person in respect of any of the foregoing.

For all purposes hereof, Total Indebtedness shall not include any Minority Interest’s share of any of the foregoing. The amount of any net obligation under any Swap Contract on any date shall be deemed to be (i) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (ii) for any date prior to the date referenced in clause (i), zero. The amount of any Capital Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“ Total Liabilities ” means all liabilities of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, and (without duplication) all Indebtedness and Guarantees of such Person and its Subsidiaries (determined on a consolidated basis), whether or not so classified; provided , that , Total Liabilities shall not include any Minority Interest’s share of liabilities. In the event that a Person has an ownership or other equity interest in any other Person, which investment is not consolidated in accordance with GAAP (that is, such interest is a “minority interest”), then the liabilities of a Person and its Subsidiaries shall include such Person’s or its Subsidiaries’ allocable share of all liabilities of such Person in which a minority interest is owned based on such Person’s respective ownership interest in such other Person.

“ Total Outstandings ” means the aggregate Outstanding Amount of all Loans and all L/C Obligations.

“ Total Revolving Outstandings ” means the sum of (i) the aggregate Outstanding Amount of all Revolving Loans plus (ii) the aggregate Outstanding Amount of all Swing Line Loans plus (iii) the aggregate Outstanding Amount of all L/C Obligations plus (iv) the aggregate Outstanding Amount of all Bid Loans.

“ to the best knowledge of ” means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person, known by a Responsible Officer of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Officer of that Person).

“ Trade Date ” has the meaning set forth in Section 10.06(b).

“ Type ” means (a) with respect to a Committed Loan, its character as a Base Rate Loan or a Eurocurrency Rate Loan, and (b) with respect to a Bid Loan, its character as an Absolute Rate Loan or a Eurocurrency Margin Bid Loan.

“ Unencumbered ” means, with respect to any Revenue-Producing Property, Qualified Land or Qualified Development Assets, that such Revenue-Producing Property, Qualified Land or Qualified

Development Assets (a) is not subject to any Lien other than Liens permitted under Section 7.01 (other than Sections 7.01(r) and (s)), (b) is not subject to any Negative Pledge and (c) is not held by a Person any of whose direct or indirect equity interests are subject to a Lien or Negative Pledge.

“ Unencumbered Asset Value ” means, as of any date of determination and without double counting any item, the following amounts for the following types of Real Property:

(a) with respect to any Qualified Revenue-Producing Property owned for a full four consecutive fiscal quarter period or longer, an amount equal to (i) the Adjusted NOI of such Real Property for the prior four full consecutive fiscal quarters divided by (ii) the Capitalization Rate; provided that in the event any such Real Property sustains any material damage, the value of any business interruption insurance proceeds owed to or received by the Borrowers during such period with respect to such Qualified Revenue-Producing Property shall be included in the Adjusted NOI of such Real Property for the periods from the date of such material damage until such time as such Qualified Revenue-Producing Property becomes fully operational.

(b) with respect to any Qualified Revenue-Producing Property owned for less than four full consecutive fiscal quarters, an amount equal to (i) the Adjusted NOI of such Real Property for the period which the applicable Borrower or Subsidiary has owned and operated such Real Property, adjusted by the Parent to an annual Adjusted NOI in a manner reasonably acceptable to the Administrative Agent, divided by (ii) the Capitalization Rate; provided that in the event any such Real Property sustains any material damage, the value of any business interruption insurance proceeds owed to or received by the Borrowers during such period with respect to such Qualified Revenue-Producing Property shall be included in the Adjusted NOI of such Real Property for the periods from the date of such material damage until such time as such Qualified Revenue-Producing Property becomes fully operational.

(c) with respect to Qualified Revenue-Producing Property that is being renovated or with respect to which a partial or total renovation was recently completed, an amount as determined at the sole election of the Administrative Agent based on (i) the annualized Adjusted NOI with respect to such Real Property, annualized based on bona fide, arms length signed tenant leases which are in full force and effect requiring current rental payments, divided by the Capitalization Rate, or (ii) the cost basis of such Real Property determined in accordance with GAAP multiplied by the Borrowers’ or their Subsidiaries’ percentage ownership interest in such Qualified Revenue Property.

(d) with respect to any Real Property that constitutes Qualified Land, an amount equal to, at the option of the Borrowers, (i) the cost basis as determined in accordance with GAAP or the Appraised Value (if any) of such Qualified Land multiplied by (ii) the Borrowers’ or their Subsidiaries’ percentage ownership interest in such Qualified Land.

(e) with respect to any Real Property that constitutes Qualified Development Assets, an amount equal to (i) the cost basis as determined in accordance with GAAP of such Qualified Development Asset multiplied by (ii) the Borrowers’ or their Subsidiaries’ percentage ownership interest in such Qualified Development Asset; provided that if all or any portion of a Qualified Development Asset is materially damaged, the value of such Qualified Development Asset shall be the amount assigned to such Qualified Development Asset prior to the damage less the amount (as determined by the Borrowers in good faith) by which the casualty insurance proceeds that are owed or received in respect of such casualty event are insufficient to restore such Qualified

Development Asset for a period of up to the lesser of (x) 365 days following such casualty event and (y) the date such Qualified Development Asset is restored and fully functional.

“ United States ” and “ U.S. ” mean the United States of America.

“ Unreimbursed Amount ” has the meaning specified in Section 2.03(c)(i).

“ Unrelated Person ” means any Person other than (i) a Subsidiary of Parent, (ii) an employee stock ownership plan or other employee benefit plan covering the employees of Parent and its Subsidiaries or (iii) any Person that held Common Stock on the day prior to the effective date of Parent’s registration statement under the Securities Act of 1933 covering the initial public offering of Common Stock.

“ Unrestricted Cash ” means an amount (if greater than zero) equal to (a) cash and Cash Equivalents of Borrowers and their Subsidiaries that are not subject to pledge, lien or control agreement (excluding statutory liens in favor of any depositary bank where such cash is maintained), less (b) the sum of (i) $20,000,000, (ii) amounts included in the foregoing clause (a) that are with a Person other than the Borrowers and their Subsidiaries as deposits or security for contractual obligations and (iii) the Total Revolving Outstandings.

“ Unsecured Debt Yield ” means, as of the last day of each fiscal quarter, the ratio (as expressed as a percentage) of (i) the aggregate Adjusted NOI from the Qualified Asset Pool Properties for the prior four (4) consecutive fiscal quarters if owned for the preceding four (4) fiscal quarters, or the Adjusted NOI for the period owned, annualized, if owned for fewer than four (4) consecutive quarters, or for Qualified Revenue-Producing Properties that are being renovated or with respect to which a partial or total renovation was recently completed, an amount as determined at the sole election of the Administrative Agent based on the annualized Adjusted NOI with respect to such Real Property, annualized based on bona fide, arms length signed tenant leases which are in full force and effect requiring current rental payments, to (ii) the aggregate unsecured Indebtedness of the Parent and its Subsidiaries less Unrestricted Cash as of that date; provided, however, that any Adjusted NOI generated by the Qualified Asset Pool Properties from assets located outside of the United States and Canada that exceeds 30% of total Adjusted NOI of the Qualified Asset Pool Properties utilized in part (i) above shall be deducted therefrom.

“ Unsecured Leverage Ratio ” means, as of the last day of each fiscal quarter, the ratio (as expressed as a percentage) of (a) aggregate unsecured Indebtedness of Parent and its Subsidiaries as of that date to (b) the Adjusted Unencumbered Asset Value as of that date.

“ Wholly-Owned Subsidiary ” means a Subsidiary of Parent, 100% of the capital stock or other equity interest of which is owned, directly or indirectly, by Parent, except for director’s qualifying shares required by applicable Laws.

“ Yen ” and “ ¥ ” mean the lawful currency of Japan.

3 .02 Other Interpretive Provisions .

With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

“including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof; (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

3 .03 Accounting Terms .

(a) Generally . All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, the effects of FASB ASC 825 on financial liabilities shall be disregarded.

(b) Changes in GAAP or Funds From Operations . If at any time any change in GAAP or the calculation of Funds From Operations would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or Funds From Operations (subject to the approval of the Required Lenders, the Administrative Agent and the Borrowers); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or Funds From Operations, as applicable, prior to such change therein and (ii) upon written request, the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or Funds From Operations.

3 .04 Exchange Rates; Currency Equivalents .

(a) The Administrative Agent or the L/C Issuer, as applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating Dollar Equivalent and/or Alternative Currency Equivalents amounts of Credit Extensions and Outstanding Amounts denominated in Alternative Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the Spot Rates employed in converting any amounts between the applicable currencies until the next Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as applicable.

(b) Wherever in this Agreement in connection with a Committed Borrowing, conversion, continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.

3 .05 Additional Alternative Currencies .

(a) The Borrowers may from time to time request that Eurocurrency Rate Loans be made and/or Letters of Credit be issued in a currency other than those specifically listed in the definition of “Alternative Currency”; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars and for which Reuters (or any successor thereto) reports a Eurocurrency Rate for such currency for the applicable Interest Periods. In the case of any such request with respect to the making of Eurocurrency Rate Loans, such request shall be subject to the approval of the Administrative Agent, the applicable Lenders and the Alternative Currency Fronting Lender); and in the case of any such request with respect to the issuance of Letters of Credit, such request shall be subject to the approval of the Administrative Agent and the L/C Issuer.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Extension (or such other time or date as may be agreed by the Administrative Agent and, in the case of any such request pertaining to Letters of Credit, the L/C Issuer, in its or their sole discretion). In the case of any such request pertaining to Eurocurrency Rate Loans, the Administrative Agent shall promptly notify each Lender thereof; and in the case of any such request pertaining to Letters of Credit, the Administrative Agent shall promptly notify the L/C Issuer thereof. Each applicable Lender (in the case of any such request pertaining to Eurocurrency Rate Loans) or the L/C Issuer (in the case of a request pertaining to Letters of Credit) shall notify the Administrative Agent, not later than 11:00 a.m., ten Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Rate Loans or the issuance of Letters of Credit, as the case may be, in such requested currency.

Alternative Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans; and if the Administrative Agent and the L/C Issuer consent to the issuance of Letters of Credit in such requested currency, the Administrative Agent shall so notify the Borrowers and such currency shall thereupon be deemed for all purposes to be an Alternative Currency hereunder for purposes of any Letter of Credit issuances. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.06 , the Administrative Agent shall promptly so notify the Borrowers.

3 .06 Change of Currency .

(a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Committed Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Committed Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent, in consultation with the Parent, may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent, in consultation with the Parent, may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

3 .07 Times of Day .

Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable).

3 .08 Letter of Credit Amounts .

Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE IV

THE COMMITMENTS AND CREDIT EXTENSIONS

4 .01 Committed Loans .

(a) Revolving Loans . Subject to the terms and conditions set forth herein, each Lender with a Revolving Commitment (a “ Revolving Lender ”) severally agrees to make loans (each such loan, a “ Revolving Loan ”) to the Borrowers in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender ( less , with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Loans denominated in Alternative Currencies), plus , with respect only to the Alternative Currency Participating Lenders, the Outstanding Amount of such Lender’s Alternative Currency Risk Participations in Loans denominated in Alternative Currencies and advanced by the Alternative Currency Fronting Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, (iii) the aggregate Outstanding Amount of all Revolving Loans denominated in Alternative Currencies shall not exceed the Alternative Currency Sublimit and (iv) after giving effect to any Revolving Loans denominated in Alternative Currencies and advanced by the Alternative Currency Fronting Lender, the aggregate Dollar Equivalent amount of all such Revolving Loans funded by such Alternative Currency Fronting Lender shall not exceed the Fronting Commitment of such Alternative Currency Fronting Lender. Within the limits of each Revolving Lender’s Revolving Commitment, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and reborrow under this Section 2.01(a). On the Closing Date, all Revolving Loans shall be Base Rate Loans unless the Borrowers shall have delivered at least three Business Days prior to the Closing Date, a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent. Thereafter, Revolving Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

(b) Term A Loan . Subject to the terms and conditions set forth herein, each Term A Lender severally agrees to fund the portion of the Term A Loan Amount represented by its Term A Loan Commitment to the Borrowers on the Closing Date in an aggregate amount not to exceed such Term A Lender’s Term A Loan Commitment or the Term A Loan Amount. The Term A Loan shall be made in one draw on the Closing Date. To the extent all or any portion of the Term A Loans are repaid or prepaid, they may not be reborrowed. On the Closing Date, all Term A Loans shall be Base Rate Loans unless the Borrowers shall have delivered at least three Business Days prior to the Closing Date, a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent. Thereafter, Term A Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

Borrowers shall have delivered at least three Business Days prior to the Second Amendment Effective Date, a funding indemnity letter in form and substance reasonably satisfactory to the Administrative Agent. Thereafter, Term A-1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided herein.

4 .02 Borrowings, Conversions and Continuations of Committed Loans .

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of Eurocurrency Rate Loans shall be made upon the Borrowers’ irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 12:00 Noon (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in Dollars, (ii) three Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, and (iii) on the requested date of any Borrowing of Base Rate Committed Loans or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate Committed Loans; provided , however , that if the Borrowers wish to request Eurocurrency Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” (x) the applicable notice must be received by the Administrative Agent not later than 12:00 Noon (i) four Business Days prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) five Business Days (or six Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them and (y) not later than 12:00 Noon, (i) three Business Days before the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Dollars, or (ii) four Business Days (or five Business days in the case of a Special Notice Currency) prior to the requested date of such Borrowing, conversion or continuation of Eurocurrency Rate Loans denominated in Alternative Currencies, the Administrative Agent shall notify the Borrowers (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the Lenders. Each telephonic notice by the Borrowers pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of the Parent. Each Borrowing of, conversion to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c) , each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurocurrency Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, (v) if applicable, the duration of the Interest Period with respect thereto and (vi) the currency of the Committed Loans to be borrowed. If the Borrowers fail to specify a currency in a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made in Dollars. If the Borrowers fail to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans; provided , however , that in the case of a failure to timely request a continuation of Committed Loans denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in their original currency with an Interest Period of one month. Any automatic conversion to Base Rate

Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurocurrency Rate Loans. If the Borrowers request a Borrowing of, conversion to, or continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fail to specify an Interest Period, they will be deemed to have specified an Interest Period of one month. No Committed Loan may be converted into or continued as a Committed Loan denominated in a different currency, but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the other currency.

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrowers, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each case as described in the preceding subsection. In the case of a Committed Borrowing, each Alternative Currency Funding Lender and each Alternative Currency Fronting Lender, if applicable, shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds at the Administrative Agent’s Office for the applicable currency not later than 2:00 p.m., in the case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01 ), the Administrative Agent shall make all funds so received available to the Borrowers or the other applicable Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of such Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowers; provided , however , that if, on the date the Committed Loan Notice with respect to such Borrowing denominated in Dollars is given by the Borrowers, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first , shall be applied to the payment in full of any such L/C Borrowings, and, second , shall be made available to the applicable Borrower as provided above. Notwithstanding the foregoing, if there are no available Alternative Currency Fronting Lenders with sufficient Fronting Commitments to fund the entire requested Revolving Loan to the Borrowers, then the applicable Borrower may decrease the amount of the requested Committed Loan within one (1) Business Day after notice by Administrative Agent of such limitation. If such Borrower does not reduce its request for a Committed Loan to an amount equal to or less than the available Fronting Commitment, then the requested Committed Loan shall be deemed to be reduced to the available Fronting Commitments.

(c) Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurocurrency Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with respect thereto.

(d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrowers and the Lenders of any change in Bank of America’s prime rate used in determining the Base Rate promptly following the public announcement of such change.

(e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than 20 Interest Periods in effect with respect to Committed Loans.

(f) (i) Subject to all the terms and conditions set forth in this Agreement, including the provisions of Section 2.01, and without limitation of the provisions of Section 2.02, with respect to any Revolving Loans denominated in an Alternative Currency with respect to which one or more Revolving Lenders has given notice to the Administrative Agent and the Parent that it is an Alternative Currency Participating Lender, (A) each Revolving Lender agrees from time to time on any Business Day during the Availability Period to fund its Applicable Percentage of Revolving Loans denominated in an Alternative Currency with respect to which it is an Alternative Currency Funding Lender; and (B) each Revolving Lender severally agrees to acquire an Alternative Currency Risk Participation in Revolving Loans denominated in an Alternative Currency with respect to which it is an Alternative Currency Participating Lender.

(ii) Each Revolving Loan denominated in an Alternative Currency shall be funded upon the request of the Borrowers in accordance with Section 2.02(b). Immediately upon the funding by the Alternative Currency Fronting Lender of its Alternative Currency Funding Applicable Percentage of any Revolving Loan denominated in an Alternative Currency with respect to which one or more Revolving Lenders is an Alternative Currency Participating Lender, each Alternative Currency Participating Lender shall be deemed to have absolutely, irrevocably and unconditionally purchased from such Alternative Currency Fronting Lender an Alternative Currency Risk Participation in such Loan in an amount such that, after such purchase, each Revolving Lender (including the Alternative Currency Funding Lenders, the Alternative Currency Fronting Lender and the Alternative Currency Participating Lenders) will have an Alternative Currency Loan Credit Exposure with respect to such Revolving Loan equal in amount to its Applicable Percentage of such Revolving Loan.

(iii) Upon the occurrence and during the continuance of an Event of Default or upon a reduction of the Fronting Commitment of an Alternative Currency Fronting Lender, such Alternative Currency Fronting Lender may, by written notice to the Administrative Agent delivered not later than 11:00 a.m., on the third Business Day preceding the proposed date of funding and payment by Alternative Currency Participating Lenders of their Alternative Currency Risk Participations purchased in such Revolving Loans as shall be specified in such notice (the “Alternative Currency Participation Payment Date”), request each Alternative Currency Participating Lender to fund its Alternative Currency Risk Participation in the applicable Alternative Currency purchased with respect to such Revolving Loans to the Administrative Agent on the Alternative Currency Participation Payment Date. Any notice given by the Alternative Currency Fronting Lender or the Administrative Agent pursuant to this subsection may be given by telephone if immediately confirmed in writing; provided that the absence of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

amount under this Section 2.02(f) that would exceed the amount of such Revolving Lender’s Revolving Commitment. Upon receipt of any such amounts from the Alternative Currency Participating Lenders, the Administrative Agent shall distribute such amounts in Same Day Funds to the Alternative Currency Fronting Lender.

(v) In the event that any Alternative Currency Participating Lender fails to make available to the Administrative Agent the amount of its Alternative Currency Risk Participation as provided herein, the Administrative Agent shall be entitled to recover such amount on behalf of the Alternative Currency Fronting Lender on demand from such Alternative Currency Participating Lender together with interest at the Overnight Rate for three (3) Business Days and thereafter at a rate per annum equal to the Default Rate. A certificate of the Administrative Agent submitted to any Alternative Currency Participating Lender with respect to amounts owing hereunder shall be conclusive in the absence of demonstrable error.

(vi) In the event that the Alternative Currency Fronting Lender receives a payment in respect of any Revolving Loan, whether directly from a Borrower or otherwise, in which Alternative Currency Participating Lenders have fully funded their purchase of Alternative Currency Risk Participations, the Alternative Currency Fronting Lender shall promptly distribute to the Administrative Agent, for its distribution to each such Alternative Currency Participating Lender, such Alternative Currency Participating Lender’s Alternative Currency Participant’s Share of such payment in Same Day Funds. If any payment received by the Alternative Currency Fronting Lender with respect to any Revolving Loan in an Alternative Currency made by it shall be required to be returned by the Alternative Currency Fronting Lender after such time as the Alternative Currency Fronting Lender has distributed such payment to the Administrative Agent pursuant to the immediately preceding sentence, each Alternative Currency Participating Lender that has received a portion of such payment shall pay to the Alternative Currency Fronting Lender an amount equal to its Alternative Currency Participant’s Share of the amount to be returned; provided , however, that no Alternative Currency Participating Lender shall be responsible for any default by any other Alternative Currency Participating Lender in that other Alternative Currency Participating Lender’s obligation to pay such amount.

(vii) Anything contained herein to the contrary notwithstanding, each Alternative Currency Participating Lender’s obligation to acquire and pay for its purchase of Alternative Currency Risk Participations as set forth herein shall be absolute, irrevocable and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Alternative Currency Participating Lender may have against the Alternative Currency Fronting Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrowers or any of their Subsidiaries; (iv) any breach of this Agreement or any other Loan Document by the Borrowers or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

(viii) In no event shall (i) the Alternative Currency Risk Participation of any Alternative Currency Participating Lender in any Revolving Loans denominated in an Alternative Currency pursuant to this Section 2.02(f) be construed as a loan or other extension of credit by such Alternative Currency Participating Lender to the Borrowers, any Revolving Lender or the Administrative Agent or (ii) this Agreement be construed to require any Revolving Lender that is an Alternative Currency Participating Lender with respect to a specific Alternative Currency to make any Revolving Loans in such Alternative Currency under this Agreement or under the other Loan Documents, subject to the obligation of each Alternative Currency Participating Lender to

give notice to the Administrative Agent and the Borrower at any time such Revolving Lender acquires the ability to make Revolving Loans in such Alternative Currency.

(ix) The Administrative Agent shall change a Revolving Lender’s designation from Alternative Currency Participating Lender to Alternative Currency Funding Lender with respect to an Alternative Currency for which such Lender previously has been designated an Alternative Currency Participating Lender, upon receipt of a written notice to the Administrative Agent and the Parent from such Alternative Currency Participating Lender requesting that its designation be so changed. Each Alternative Currency Participating Lender agrees to give such notice to the Administrative Agent and the Parent promptly upon its acquiring the ability to make Revolving Loans in such Alternative Currency. Schedule 2.02 hereto lists each Alternative Currency Participating Lender as of the Third Amendment Effective Date in respect of each Alternative Currency.

4 .03 Letters of Credit .

(a) The Letter of Credit Commitment.

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the account of the Borrowers or their Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the account of the Borrowers or their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments, (y) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender ( less , with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus , with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers’ ability to obtain Letters of Credit shall be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

(ii) The L/C Issuer shall not issue any Letter of Credit, if:

(A) Subject to Section 2.03(b)(iv), the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance, unless the Required Revolving Lenders have approved such expiry date; or

(B) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all the Revolving Lenders have approved such expiry date.

(iii) The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;

(B) the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally;

(C) except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount of less than $500,000, in the case of a standby Letter of Credit;

(D) such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;

(E) the L/C Issuer does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency;

(F) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or

(G) any Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the L/C Issuer (in its sole discretion) with the Borrowers or such Lender to eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving effect to Section 2.17(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which the L/C Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion.

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(v) The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended

form under the terms hereof; or (B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(vi) The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer.

(b) Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrowers delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrowers. Such Letter of Credit Application must be received by the L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least five Business Days (or such later date and time as the Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may reasonably require. Additionally, the Borrowers shall furnish to the L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent may require.

(ii) Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrowers and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Revolving Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof; the L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrowers (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount

equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Letter of Credit.

(iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof; the L/C Issuer will also deliver to the Borrowers and the Administrative Agent and to any requesting Lender a true and complete copy of such Letter of Credit or amendment.

(iv) If the Borrowers so request in any applicable Letter of Credit Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “ Auto-Extension Letter of Credit ”); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than sixty (60) days (the “ Non-Extension Notice Date” ) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, the Borrowers shall not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however , that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrowers that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension.

(v) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrowers and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the L/C Issuer shall notify the Borrowers and the Administrative Agent thereof. In the case of a Letter of Credit denominated in an Alternative Currency, the Borrowers shall reimburse the L/C Issuer in such Alternative Currency, unless (A) the L/C Issuer (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or (B) in the absence of any such requirement for reimbursement in Dollars, the Borrowers shall have notified the L/C Issuer promptly following receipt of the notice of drawing that the Borrowers will reimburse the L/C Issuer in Dollars. In the case of any such reimbursement in Dollars of a drawing under a Letter of Credit denominated in an Alternative Currency, the L/C Issuer shall notify the Borrowers of the Dollar Equivalent of the amount of the drawing promptly following the determination thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in Dollars, or the Applicable Time on the date of any payment by the L/C Issuer under a Letter of Credit to be reimbursed in an Alternative Currency (each such date, an “ Honor Date ”) or 9:00 a.m. on the

following Business Day if the notification is later than 11:00 a.m. on the Honor Date, the Borrowers shall reimburse the L/C Issuer through the Administrative Agent in an amount equal to the amount of such drawing and in the applicable currency. If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (expressed in Dollars in the amount of the Dollar Equivalent thereof in the case of a Letter of Credit denominated in an Alternative Currency) (the “ Unreimbursed Amount ”), and the amount of such Lender’s Applicable Percentage thereof. In such event, the Borrowers shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.

(ii) Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the L/C Issuer, in Dollars, at the Administrative Agent’s Office for Dollar-denominated payments in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, which date will not be earlier than the Business Day after the Honor Date, whereupon, subject to the provisions of Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in Dollars.

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Revolving Lender’s payment to the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03.

(iv) Until each Revolving Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Revolving Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

(v) Each Revolving Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the L/C Issuer, the Borrowers or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Committed Loans pursuant to this

Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than delivery by the Borrowers of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.

(vi) If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, the L/C Issuer shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error.

(d) Repayment of Participations .

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Revolving Lender such Revolving Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Applicable Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s L/C Advance was outstanding) in Dollars and in the same funds as those received by the Administrative Agent.

(ii) If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Obligations Absolute . The obligation of the Borrowers to reimburse the L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(ii) the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(iv) any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law;

(v) any adverse change in the relevant exchange rates or in the availability of the relevant Alternative Currency to the Borrowers or any Subsidiary or in the relevant currency markets generally; or

(vi) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any Subsidiary.

The Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrowers’ instructions or other irregularity, the Borrowers will promptly notify the L/C Issuer. The Borrowers shall be conclusively deemed to have waived any such claim against the L/C Issuer and its correspondents unless such notice is given as aforesaid.

(f) Role of L/C Issuer . Each Revolving Lender and the Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers’ pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C Issuer may be liable

to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in limitation of the foregoing, the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

(g) [Reserved] .

(h) Applicability of ISP . Unless otherwise expressly agreed by the L/C Issuer and the Borrowers when a Letter of Credit is issued the rules of the ISP shall apply to each Letter of Credit.

(i) Letter of Credit Fees . The Borrowers shall pay to the Administrative Agent for the account of each Revolving Lender in accordance with its Applicable Percentage, in Dollars, a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Rate for Eurocurrency Rate Committed Loans, stated as a percentage per annum times the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05 . Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Rate for Eurocurrency Rate Committed Loans during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate for Eurocurrency Rate Loans separately for each period during such quarter that such Applicable Rate for Eurocurrency Rate Committed Loans was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.

(j) Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer . The Borrowers shall pay directly to the L/C Issuer for its own account, in Dollars, a fronting fee with respect to each Letter of Credit, at the rate equal to 0.125% per annum, computed on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, and due and payable on the first Business Day after the end of each March, June, September and December in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the Dollar Equivalent of the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05 . In addition, the Borrowers shall pay directly to the L/C Issuer for its own account, in Dollars, the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

(k) Conflict with Issuer Documents . In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control.

(l) Letters of Credit Issued for Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of; a Subsidiary, the Borrowers shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrowers hereby acknowledge that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrowers, and that the Borrowers’ business derives substantial benefits from the businesses of such Subsidiaries.

4 .04 Swing Line Loans .

(a) The Swing Line . Subject to the terms and conditions set forth herein, the Swing Line Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, to make loans (each such loan, a “ Swing Line Loan ”) in Dollars to the Borrowers from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender’s Revolving Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed the Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender (less, with respect only to the Alternative Currency Fronting Lender, the aggregate Alternative Currency Risk Participations in all Revolving Loans denominated in Alternative Currencies), plus, with respect only to the Alternative Currency Participating Lenders, such Lender’s Alternative Currency Risk Participations in Revolving Loans denominated in Alternative Currencies advanced by the Alternative Currency Fronting Lender for such Lender, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and conditions hereof; the Borrowers may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan shall be a Base Rate Loan or a Fixed Eurocurrency Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage times the amount of such Swing Line Loan.

(b) Borrowing Procedures . Each Swing Line Borrowing shall be made upon the Borrowers’ irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone. Each such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrowers. Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of the Required Revolving Lenders) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then

satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 2:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account of the Borrowers on the books of the Swing Line Lender in Same Day Funds.

(i) The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on their behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Revolving Lender’s Applicable Percentage of the amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.02. The Swing Line Lender shall furnish the Borrowers with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender.

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Revolving Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations .

(i) At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s risk participation was funded) in the same funds as those received by the Swing Line Lender.

(ii) If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Revolving Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swing Line Lender . The Swing Line Lender shall be responsible for invoicing the Borrowers for interest on the Swing Line Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender . The Borrowers shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

2.04A Bid Loans .

(a) General . Subject to (i) the Parent obtaining and maintaining an Investment Grade Rating, (ii) the Parent making the Ratings Grid Election and (iii) the other terms and conditions set forth herein, each Lender agrees that the Borrowers may from time to time request the Lenders to submit offers to make loans (each such loan, a “ Bid Loan ”) to the Borrowers prior to the Revolving Commitment Termination Date pursuant to this Section 2.04A; provided , however , that after giving effect to any Bid Borrowing, (A) the Total Revolver Outstandings shall not exceed the Aggregate Revolving Commitments, and (B) the aggregate Outstanding Amount of all Bid Loans shall not exceed the Bid Loan Sublimit. There shall not be more than ten different Interest Periods in effect with respect to Bid Loans at any time.

(b) Requesting Competitive Bids . The Borrowers may request the submission of Competitive Bids by delivering a Bid Request to the Administrative Agent not later than 12:00 Noon (i) one Business Day prior to the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, or (ii) four Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Margin Bid Loans. Each Bid Request shall specify (i) the requested date of the Bid Borrowing (which shall be a Business Day), (ii) the aggregate principal amount of Bid Loans requested (which must be $10,000,000 or a whole multiple of $1,000,000 in excess thereof), (iii) the Type of Bid Loans requested, and (iv) the duration of the Interest Period with respect thereto, and shall be signed by a Responsible Officer of the Parent. No Bid Request shall contain a request for (i) more than one Type of Bid Loan or (ii) Bid Loans having more than three different Interest Periods. Unless the Administrative Agent otherwise agrees in its sole discretion, the Borrowers may not submit a Bid Request if it has submitted another Bid Request within the prior five Business Days.

(i) The Administrative Agent shall promptly notify each Lender of each Bid Request received by it from the Borrowers and the contents of such Bid Request.

(ii) Each Lender may (but shall have no obligation to) submit a Competitive Bid containing an offer to make one or more Bid Loans in response to such Bid Request. Such Competitive Bid must be delivered to the Administrative Agent not later than 10:30 a.m. (A) on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, and (B) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Margin Bid Loans; provided , however , that any Competitive Bid submitted by Bank of America in its capacity as a Lender in response to any Bid Request must be submitted to the Administrative Agent not later than 10:15 a.m. on the date on which Competitive Bids are required to be delivered by the other Lenders in response to such Bid Request. Each Competitive Bid shall specify (A) the proposed date of the Bid Borrowing; (B) the principal amount of each Bid Loan for which such Competitive Bid is being made, which principal amount (x) may be equal to, greater than or less than the Commitment of the bidding Lender, (y) must be $2,000,000 or a whole multiple of $1,000,000 in excess thereof, and (z) may not exceed the principal amount of Bid Loans for which Competitive Bids were requested; (C) if the proposed Bid Borrowing is to consist of Absolute Rate Bid Loans, the Absolute Rate offered for each such Bid Loan and the Interest Period applicable thereto; (D) if the proposed Bid Borrowing is to consist of Eurocurrency Margin Bid Loans, the Eurocurrency Bid Margin with respect to each such Eurocurrency Margin Bid Loan and the Interest Period applicable thereto; and (E) the identity of the bidding Lender.

(iii) Any Competitive Bid shall be disregarded if it (A) is received after the applicable time specified in clause (ii) above, (B) is not substantially in the form of a Competitive Bid as specified herein, (C) contains qualifying, conditional or similar language, (D) proposes terms other than or in addition to those set forth in the applicable Bid Request, or (E) is otherwise not responsive to such Bid Request. Any Lender may correct a Competitive Bid containing an error by submitting a corrected Competitive Bid (identified as such) not later than the applicable time required for submission of Competitive Bids. Any such submission of a corrected Competitive Bid shall constitute a revocation of the Competitive Bid that contained the manifest error. The Administrative Agent may, but shall not be required to, notify any Lender of any manifest error it detects in such Lender’s Competitive Bid.

(iv) Subject only to the provisions of Sections 3.02, 3.03 and 4.02 and clause (iii) above, each Competitive Bid shall be irrevocable.

(d) Notice to Borrowers of Competitive Bids . Not later than 11:00 a.m. (i) on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, or (ii) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Margin Bid Loans, the Administrative Agent shall notify the Borrowers of the identity of each Lender that has submitted a Competitive Bid that complies with Section 2.04A(c) and of the terms of the offers contained in each such Competitive Bid.

(e) Acceptance of Competitive Bids . Not later than 11:30 a.m. (i) on the requested date of any Bid Borrowing that is to consist of Absolute Rate Loans, and (ii) three Business Days prior to the requested date of any Bid Borrowing that is to consist of Eurocurrency Margin Bid Loans, the Borrowers shall notify the Administrative Agent of its acceptance or rejection of the offers notified to them pursuant to Section 2.04A(d). The Borrowers shall be under no obligation to accept any Competitive Bid and may choose to reject all Competitive Bids. In the case of acceptance, such notice shall specify the aggregate principal amount of Competitive Bids for each Interest Period that is accepted. The Borrowers may accept any Competitive Bid in whole or in part; provided that:

(i) the aggregate principal amount of each Bid Borrowing may not exceed the applicable amount set forth in the related Bid Request;

(ii) the principal amount of each Bid Loan must be $2,000,000 or a whole multiple of $1,000,000 in excess thereof;

(iii) the acceptance of offers may be made only on the basis of ascending Absolute Rates or Eurocurrency Bid Margins within each Interest Period; and

(iv) the Borrowers may not accept any offer that is described in Section 2.04A(c)(iii) or that otherwise fails to comply with the requirements hereof.

(f) Procedure for Identical Bids . If two or more Lenders have submitted Competitive Bids at the same Absolute Rate or Eurocurrency Bid Margin, as the case may be, for the same Interest Period, and the result of accepting all of such Competitive Bids in whole (together with any other Competitive Bids at lower Absolute Rates or Eurocurrency Bid Margins, as the case may be, accepted for such Interest Period in conformity with the requirements of Section 2.04A(e)(iii)) would be to cause the aggregate outstanding principal amount of the applicable Bid Borrowing to exceed the amount specified therefor in the related Bid Request, then, unless otherwise agreed by the Borrowers, the Administrative Agent and such Lenders, such Competitive Bids shall be accepted as nearly as possible in proportion to the amount offered by each such Lender in respect of such Interest Period, with such accepted amounts being rounded to the nearest whole multiple of $1,000,000.

(g) Notice to Lenders of Acceptance or Rejection of Bids . The Administrative Agent shall promptly notify each Lender having submitted a Competitive Bid whether or not its offer has been accepted and, if its offer has been accepted, of the amount of the Bid Loan or Bid Loans to be made by it on the date of the applicable Bid Borrowing. Any Competitive Bid or portion thereof that is not accepted by the Borrowers by the applicable time specified in Section 2.04A shall be deemed rejected.

(h) Notice of Eurocurrency Rate . If any Bid Borrowing is to consist of Eurocurrency Margin Loans, the Administrative Agent shall determine the Eurocurrency Rate for the relevant Interest Period, and promptly after making such determination, shall notify the Borrowers and the Lenders that will be participating in such Bid Borrowing of such Eurocurrency Rate.

(i) Funding of Bid Loans . Each Lender that has received notice pursuant to Section 2.04A(g) that all or a portion of its Competitive Bid has been accepted by the Borrowers shall make the amount of its Bid Loan(s) available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 11:00 a.m. on the date of the requested Bid Borrowing. Upon satisfaction of the applicable conditions set forth in Section 4.02, the Administrative Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent.

(j) Notice of Range of Bids . After each Competitive Bid auction pursuant to this Section 2.04A, the Administrative Agent shall notify each Lender that submitted a Competitive Bid in such auction of the ranges of bids submitted (without the bidder’s name) and accepted for each Bid Loan and the aggregate amount of each Bid Borrowing.

4 .05 Prepayments .

(a) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 Noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, the amount of such prepayment, whether such prepayment shall be applied to Revolving Loans or Term Loans, and the Type(s) of Committed Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice and the contents thereof and of the amount of such Lender’s Applicable Percentage of such prepayment (including, in the event such prepayment is of a Revolving Loan denominated in an Alternative Currency, each Alternative Currency Funding Lender’s Alternative Currency Funding Applicable Percentage of such payment). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 . Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

(c) If the Administrative Agent notifies the Borrowers at any time that the Total Revolving Outstandings at such time exceed, solely as a result of fluctuations in currency, an amount equal to 105% of the Aggregate Revolving Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Loans and/or the Borrowers shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Total Revolving Outstandings as of such date of payment to an amount not to exceed 100% of the Aggregate Revolving Commitments then in effect; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

(d) Except in connection with the prepayment in full of the Revolving Loans and the simultaneous termination of the Revolving Commitments, no Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender.

(e) If the Administrative Agent notifies the Borrowers at any time that the Outstanding Amount of all Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, then, within three Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

4 .06 Termination or Reduction of Aggregate Revolving Commitments .

The Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Bid Loan Sublimit, the Alternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit, Bid Loan Sublimit, Alternative Currency Sublimit or Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments and the contents thereof. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued pursuant to Section 2.09(a) until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

4 .07 Repayment of Loans .

(a) The Borrowers shall repay on the Revolving Commitment Termination Date the aggregate principal amount of Revolving Loans outstanding on such date, together with all interest and accrued fees related thereto.

(b) The Borrowers shall repay to the Swing Line Lender each Swing Line Loan on the earlier to occur of (i) the date three Business Days after such Swing Loan is made and (ii) the Revolving Commitment Termination Date.

(c) The Borrowers shall repay on the Term Loan Maturity Date the aggregate principal amount of the Term Loans outstanding on such date, together with all interest and accrued fees related thereto.

(d) The Borrowers shall repay each Bid Loan on the last day of the Interest Period in respect thereof.

4 .08 Interest .

(a) Subject to the provisions of subsection (b) below, (i) each Eurocurrency Rate Committed Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus the Applicable Rate plus (in the case of a Eurocurrency Rate Loan of any Lender which is lent from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost; (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate; (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate or the Fixed Eurocurrency Rate; and (iv) each Bid Loan shall bear interest on the outstanding principal amount thereof for the Interest Period therefor at a rate per annum equal to the Eurocurrency Rate for such Interest Period plus (or minus) the Eurocurrency Bid Margin, or at the Absolute Rate for such Interest Period, as the case may be.

(b) (i) If any amount of principal of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(ii) If any amount (other than principal of any Loan) payable by the Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iii) Upon the request of the Required Lenders, while any Event of Default exists, the Borrowers shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(iv) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto (for interest accrued through the last day of the prior month) and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law.

(d) Interest on any Revolving Loan in an Alternative Currency advanced by the Alternative Currency Fronting Lender shall be for the benefit of the Alternative Currency Fronting Lender, and not any Alternative Currency Participating Lender, until the applicable Alternative Currency Participating Lender has funded its participation therein to the Alternative Currency Fronting Lender.

4 .09 Fees . In addition to certain fees described in subsections (i) and (j) of Section 2.03:

(a) Unused Fee . The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender in accordance with its Applicable Percentage, an unused fee, in Dollars, equal to the Applicable Rate times the actual daily amount by which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans plus (ii) the Outstanding Amount of L/C Obligations. The unused fee shall accrue at all times during the Availability Period, including at any time during which one or more of the conditions in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date. The unused fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(b) Facility Fee . The Borrower shall pay to the Administrative Agent, for the account of each Revolving Lender in accordance with its Applicable Percentage, a facility fee, in Dollars, equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Total Revolving Outstandings), regardless of usage. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date (and, if applicable, thereafter on demand). The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

(i) The Borrowers shall pay to MLPFS and the Administrative Agent for their own respective accounts fees, in Dollars, in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

(ii) The Borrowers shall pay to the Lenders such fees, in Dollars, as shall have been separately agreed upon in writing in the amounts and at the times so specified.

Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.

4 .10 Computation of Interest and Fees .

All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurocurrency Rate) shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year), or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as to which market practice differs from the foregoing, in accordance with such market practice. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

4 .11 Evidence of Debt .

(a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Administrative Agent, the Borrowers shall execute and deliver to such Lender (through the Administrative Agent) the applicable Note(s), which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and payments with respect thereto.

(b) In addition to the accounts and records referred to in subsection (a), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

4 .12 Payments Generally; Administrative Agent’s Clawback .

Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the applicable Administrative Agent’s Office in such Alternative Currency and in Same Day Funds not later than the Applicable Time specified by the Administrative Agent on the dates specified herein. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, any Borrower is prohibited by any Law from making any required payment hereunder in an Alternative Currency, such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative Currency payment amount. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein, including without limitation the Alternative Currency Fronting Lender’s Alternative Currency Funding Applicable Percentage of any payment made with respect to any Revolving Loan as to which any Alternative Currency Participating Lender has not funded its Alternative Currency Risk Participation) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent (i) after 11:00 a.m., in the case of payments in Dollars, or (ii) after the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, shall in each case be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be.

(b) (i) Funding by Lenders: Presumption by Administrative Agent . Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Committed Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender and the Borrowers severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in Same Day Funds with interest thereon, for each day from and including the date such amount is made available to the Borrowers to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrowers, the interest rate applicable to such Committed Borrowing. If the Borrowers and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrowers the amount of such interest paid by the Borrowers for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by the Borrowers shall be without prejudice to any claim the Borrowers may have against a Lender that shall have failed to make such payment to the Administrative Agent.

Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate.

A notice of the Administrative Agent to any Lender or the Borrowers with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

(c) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall promptly return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several . The obligations of the Lenders hereunder to make Committed Loans (including Revolving Loans denominated in Alternative Currencies in the event they are Alternative Currency Funding Lenders), to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 10.04(c) and to fund Alternative Currency Risk Participations (if they are Alternative Currency Participating Lenders) are several and not joint. The failure of any Lender to make any Committed Loan (including Revolving Loans denominated in an Alternative Currency in the event it is an Alternative Currency Funding Lender), to fund any such participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Committed Loan (including Revolving Loans denominated in an Alternative Currency in the event it is an Alternative Currency Funding Lender), to purchase its participation or to make its payment under Section 10.04(c).

(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

4 .13 Sharing of Payments by Lenders . If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that:

(a) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(b) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of

this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.16, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Each Borrower party hereto consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

4 .14 Extension of Revolving Commitment Termination Date and/or Term Loan Maturity Date .

(a) Requests for Extension of Revolving Commitment Termination Date . The Borrowers may, up to two times during the term of this Agreement, by notice to the Administrative Agent (who shall promptly notify the Revolving Lenders) not earlier than 90 days prior to, and not later than 30 days prior to, the Revolving Commitment Termination Date then in effect hereunder (the “ Existing Revolver Commitment Termination Date ”), cause each Revolving Lender to extend such Revolving Lender’s Existing Revolver Commitment Termination Date for an additional six (6) months from the Existing Revolver Commitment Termination Date and each Revolving Lender shall extend such Revolving Lender’s Revolving Commitment Termination Date for an additional six (6) months from the Existing Revolver Commitment Termination Date in accordance with this Section 2.14(a) subject to clause (c) below.

(b) Requests for Extension of Term Loan Maturity Date . The Borrowers may on a one-time basis, by notice to the Administrative Agent (who shall promptly notify the Term Lenders) not earlier than 90 days prior to, and not later than 30 days prior to, the Term Loan Maturity Date then in effect hereunder (the “ Existing Term Loan Maturity Date ”), cause each Term Lender to extend such Term Lender’s Existing Term Loan Maturity Date for an additional one (1) year from the Existing Term Loan Maturity Date and each Term Lender shall extend such Term Lender’s Term Loan Maturity Date for an additional one (1) year from the Existing Term Loan Maturity Date in accordance with this Section 2.14(b) and subject to clause (c) below.

(c) Conditions to Effectiveness of Extensions . Notwithstanding the foregoing, the extension of the Revolving Commitment Termination Date or the Term Loan Maturity Date pursuant to this Section shall not be effective with respect to the Revolving Lenders or the Term Lenders, as applicable, unless:

(i) no Default or Event of Default shall have occurred and be continuing on the date of such extension and after giving effect thereto;

(ii) the representations and warranties contained in this Agreement are true and correct in all material respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);

(iii) in the case of each extension of the Revolving Commitment Termination Date, the Borrowers pay the Revolving Lenders, based on their Applicable Percentage, an extension

fee in an amount equal to the product of (i) 0.15%, multiplied by (ii) the Aggregate Revolving Commitments in effect at the time of the extension;

(iv) in the case of an extension of the Term Loan Maturity Date, the Borrowers pay the Term Lenders, based on their Applicable Percentage, an extension fee on or prior to the Existing Term Loan Maturity Date in an amount equal to the product of (i) 0.15%, multiplied by (ii) the Term Loan Amount at the time of the extension; and

(v) the Capitalization Rate shall be increased on the date of such extension of the Revolving Commitment Termination Date if requested by the Required Lenders; provided that (A) the Capitalization Rate may not be increased more than .50% greater than the Capitalization Rate then in effect and in no event shall the Capitalization Rate exceed 8.25% and (B) the Capitalization Rate may not be increased on more than one occasion.

(d) Conflicting Provisions . This Section shall supersede any provisions in Section 2.13 or 10.01 to the contrary.

4 .15 Increase in Commitments .

(a) Aggregate Revolving Commitments . The Borrowers shall have the right from time to time, after the Third Amendment Effective Date and prior to the Revolving Commitment Termination Date and with the consent of the Administrative Agent and the L/C Issuer (such consent not to be unreasonably withheld), and subject to the terms and conditions set forth below, to increase the amount of the Aggregate Revolving Commitments; provided that (i) no Default or Event of Default shall exist at the time of the request of the proposed increase in the Aggregate Revolving Commitments or after giving effect thereto; (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects, on and as of the date of the increase in the Aggregate Revolving Commitments, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (iii) such increase must be in a minimum amount of $25,000,000 and in integral multiples of $1,000,000 above such amount, (iv) the Aggregate Revolving Commitments shall not be increased by an amount after the Third Amendment Effective Date, in the aggregate, that is greater than $300,000,000 less the aggregate amount of any additional term tranches added after the Third Amendment Effective Date pursuant to clause (b) below, (v) no individual Lender’s Revolving Commitment may be increased without such Lender’s written consent (which may be given or withheld at such Lender’s sole discretion), (vi) Schedule 2.01A shall be amended to reflect the revised amount of the Aggregate Revolving Commitments and revised Revolving Commitments of the Lenders and (vii) if any Revolving Loans are outstanding at the time of an increase in the Aggregate Revolving Commitments, the Borrowers will prepay (provided that any such prepayment shall be subject to Section 3.05) one or more existing Revolving Loans (or in the case of the addition of any new Lender as set forth in the paragraph below, prepay and reborrow the outstanding Revolving Loans) in an amount necessary such that after giving effect to the increase in the Aggregate Revolving Commitments, each Lender will hold its Applicable Percentage (based on its Revolving Commitment of the revised Aggregate Revolving Commitments) of outstanding Revolving Loans.

Any such increase in the Aggregate Revolving Commitments shall apply, at the option of the Borrowers, to (x) the Revolving Commitment of one or more existing Lenders; provided that any Lender whose Revolving Commitment is being increased must consent in writing thereto and/or (y) the creation of a new Revolving Commitment to one or more institutions that is not an existing Lender; provided that any such institution (A) must conform to the definition of Eligible Assignee and (B) must become a Revolving Lender under this Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to this Agreement in a manner reasonably acceptable to the Borrowers and the Administrative Agent.

(b) New Term Tranches . The Borrowers shall have the right from time to time, after the Third Amendment Effective Date and prior to the Term Loan Maturity Date, and subject to the conditions set forth below, to request new tranches of term loans; provided that (i) no Default or Event of Default shall exist at the time of such new term tranche or after giving effect thereto, (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects, on and as of the date of the funding of the new term tranche, except to the extent that such representations and warranties specifically refer to an earlier date, in which case, they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (iii) no Lender shall be required to participate in any such term tranche without its written consent, (iv) the aggregate amount of such term tranches after the Third Amendment Effective Date shall not exceed $300,000,000 less any increases in the Aggregate Revolving Commitments after the Third Amendment Effective Date pursuant to clause (a) above, (v) the maturity date for such new term tranche shall be no earlier than the Term Loan Maturity Date, (vi) the Borrowers and the Lenders providing such term tranche shall enter into an amendment to this Agreement as is necessary to evidence such new term tranche and all issues related thereto, including but not limited to, pricing of such new term tranche, and all Lenders not providing such term tranche hereby consent to such limited scope amendment without future consent rights, and (vii) Schedule 2.01A shall be amended to reflect the addition of any term tranche and the commitments related thereto.

Any new term tranche may be provided by one or more existing Lenders (at the sole discretion of any such existing Lender) or by one or more institutions that is not an existing Lender; provided that any such institution (A) must conform to the definition of Eligible Assignee and (B) must become a Lender under this agreement by execution of a Lender Joinder agreement substantially in the form of Exhibit G or of counterparts to this agreement in a manner reasonably acceptable to the Administrative Agent.

4 .16 Cash Collateral .

Obligations to an amount not to exceed 100% of the Letter of Credit Sublimit. At any time that there shall exist a Defaulting Lender, promptly upon the request of the Administrative Agent, the L/C Issuer or the Swing Line Lender, the Borrowers shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.17(a)(iv) and any Cash Collateral provided by the Defaulting Lender).

(b) Grant of Security Interest . All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, interest bearing deposit accounts at Bank of America. The Borrowers, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuer and the Lenders (including the Swing Line Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 2.16(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrowers or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency; provided that such amount shall not exceed such Defaulting Lender’s Revolving Commitment.

(c) Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 2.16 or Sections 2.03, 2.04, 2.05, or 8.02 in respect of Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations, Swing Line Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release . Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of any Borrower shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section 2.16 may be otherwise applied in accordance with Section 8.03), and (y) the Person providing Cash Collateral and the L/C Issuer or Swing Line Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

4 .17 Defaulting Lenders .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Revolving Lender becomes a Defaulting Lender, then, until such time as that Revolving Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments . That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.01.

(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender under this Agreement (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.08), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C Issuer or Swing Line Lender hereunder; third , if so determined by the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to be held as Cash Collateral for future funding obligations of that Defaulting Lender of any participation in any Swing Line Loan or Letter of Credit; fourth , as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrowers, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth , to the payment of any amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by any Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or L/C Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or L/C Borrowings were made at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.17(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees . The Defaulting Lender (x) shall not be entitled to receive any facility fee or unused fee pursuant to Section 2.09(a) and (b) for any period during which that Lender is a Defaulting Lender only to extent allocable to the sum of (1) the Outstanding Amount of the Committed Loans funded by it and (2) its Applicable Percentage of the stated amount of Letters of Credit and Swing Line Loans for which it has provided Cash Collateral pursuant to Section 2.04, Section 2.05, Section 2.16, or Section 2.17(a)(ii), as applicable (and the Borrowers shall (A) be required to pay to each of the L/C Issuer and the Swing Line Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that Defaulting Lender and (B) not be

required to pay the remaining amount of such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.17(a)(ii).

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure . During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and 2.04, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided , that, (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swing Line Loans shall not exceed the positive difference, if any, of (1) the Commitment of that non-Defaulting Lender minus (2) the aggregate Outstanding Amount of the Committed Loans of that Lender.

(b) Defaulting Lender Cure . If the Borrowers, the Administrative Agent, Swing Line Lender and the L/C Issuer agree in writing in their sole discretion that a Defaulting Lender that is a Revolving Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Revolving Lender will, to the extent applicable, purchase that portion of outstanding Revolving Loans of the other Revolving Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Revolving Lenders in accordance with their Applicable Percentages (without giving effect to Section 2.17(a)(iv)), whereupon that Revolving Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Revolving Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Revolving Lender’s having been a Defaulting Lender.

ARTICLE V

TAXES, YIELD PROTECTION AND ILLEGALITY

5 .01 Taxes .

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if the Borrowers shall be required by applicable law to deduct any Indemnified Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the Administrative Agent, each Lender or the L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions and (iii) the Borrowers shall

timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) Payment of Other Taxes by the Borrowers . Without limiting the provisions of subsection (a) above, the Borrowers shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Indemnification by the Borrowers . The Borrowers shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, setting forth in reasonable detail the basis for such amounts, shall be conclusive absent manifest error.

(d) Evidence of Payments . As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a Governmental Authority, the Borrowers shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Status of Lenders . Any Administrative Agent, L/C Issuer or Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrowers are resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and reasonably requested by the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Administrative Agent, L/C Issuer or Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law and reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the Administrative Agent to determine whether or not such Administrative Agent, L/C Issuer or Lender is subject to backup withholding or information reporting requirements.

Without limiting the generality of the foregoing any Administrative Agent, L/C Issuer or Lender shall deliver to the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Person becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrowers or the Administrative Agent, but only if such Person is legally entitled to do so), whichever of the following is applicable:

(i) duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party,

(ii) duly completed copies of IRS Form W-8ECI,

(iii) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign

Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of any Borrower within the meaning of Section 881 (c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) duly completed copies of IRS Form W-8BEN,

(iv) in the case of any Administrative Agent, Lender or L/C Issuer that is a “United States person” within the meaning of Section 7701(a)(30) of the Code, duly completed copies of IRS W-9, establishing a complete exemption from backup withholding taxes; provided, however , that such a Person that the Borrowers are entitled to treat as an “exempt recipient” (without regard to whether any Borrower has requested any certificates or forms in this respect) shall not be required to provide such form, and/or

(v) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers to determine the withholding or deduction required to be made.

(f) Treatment of Certain Refunds . If the Administrative Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrowers an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses and net of any loss or gain realized in the conversion of such funds from or to another currency of the Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrowers, upon the request of the Administrative Agent, such Lender or the L/C Issuer, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

5 .02 Illegality .

longer exist. Upon receipt of such notice, (x) the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert all Eurocurrency Rate Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurocurrency Rate component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurocurrency Rate Loans and (y) if such notice asserts the illegality of such Lender determining or charging interest rates based upon the Eurocurrency Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurocurrency Rate component thereof until the Administrative is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurocurrency Rate. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so prepaid or converted. Any Lender that is or becomes an Alternative Currency Participating Lender with respect to any Alternative Currency pursuant to this Section 3.02 or otherwise as provided in this Agreement shall promptly notify the Administrative Agent and the Borrowers in the event that the impediment resulting in its being or becoming an Alternative Currency Participating Lender is alleviated in a manner such that it can become an Alternative Currency Funding Lender with respect to such Alternative Currency.

5 .03 Inability to Determine Rates .

If the Required Lenders determine in good faith that for any reason in connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof that (a) deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in the applicable offshore interbank market for such currency for the applicable amount and Interest Period of such Eurocurrency Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c) the Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency Rate Loan, the Administrative Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or currencies shall be suspended until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency or currencies or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein.

5 .04 Increased Costs; Reserves on Eurocurrency Rate Loans .

(a) Increased Costs Generally . If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except (A) any reserve requirement contemplated by Section 3.04(e) and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth below) or the L/C Issuer; or

(ii) subject any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any

Eurocurrency Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax); or

(iii) result in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Loans; or

(iv) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or Eurocurrency Rate Loans made by such Lender or any Letter of Credit or participation therein (other than with respect to Taxes, which shall be governed solely by Section 3.01);

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to the Eurocurrency Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.

(b) Capital Requirements . If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement . A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Delay in Requests . Failure or delay on the part of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than three months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to

claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the three-month period referred to above shall be extended to include the period of retroactive effect thereof).

(e) Reserves on Eurocurrency Rate Loans . The Borrowers shall pay to each Lender, (i) as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive) and (ii) as long as such Lender shall be required to comply with any reserve ratio requirement or analogous requirement of any other central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which in each case, shall be due and payable on each date on which interest is payable on such Loan; provided, the Borrowers shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10 days from receipt of such notice.

5 .05 Compensation for Losses .

Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(a) any continuation, conversion, payment or prepayment of any Eurocurrency Rate Loan on a day other than the last day of the Interest Period for such Eurocurrency Rate Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Eurocurrency Rate Loan on the date or in the amount notified by the Borrowers;

(c) any failure by the Borrowers to make payment of any Loan or drawing under any Letter of Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date or any payment thereof in a different currency; or

(d) any assignment of a Eurocurrency Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrowers pursuant to Section 10.13; or

(e) any change in the applicable Spot Rate between the date of funding of an Alternative Currency Risk Participation pursuant to Section 2.02(f)(iii) and the date of repayment by the Borrowers pursuant to Section 2.02(f)(vi);

including any loss or expense (including, without limitation, any foreign exchange losses) arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained or from the performance of any foreign exchange contract (but excluding any loss of anticipated profits). The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the Eurocurrency Rate used in determining the Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank eurodollar market for such currency for a comparable amount and for a comparable period, whether or not such Eurocurrency Rate Loan was in fact so funded. A certificate as to the amount of such payment or liability delivered to the Borrowers by a Lender (with a copy to the Administrative Agent), setting forth in reasonable detail the basis for such amounts, shall be conclusive absent manifest error.

5 .06 Mitigation Obligations; Replacement of Lenders .

(a) Designation of a Different Lending Office . If any Lender requests compensation under Section 3.04, or the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders . If any Lender requests compensation under Section 3.04, or if material amounts are paid to such Lender under Section 3.05, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may replace such Lender in accordance with Section 10.13.

5 .07 Survival .

All of the Borrowers’ obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.

ARTICLE VI

CONDITIONS PRECEDENT TO THE AMENDMENT AND RESTATEMENT OF THE
EXISTING CREDIT AGREEMENT AND FURTHER CREDIT EXTENSIONS

6 .01 Conditions of Effectiveness of this Agreement .

The effectiveness of this Agreement and the obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:

(a) The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Borrower, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders.

(i) executed counterparts of this Agreement;

(ii) a Revolving Note executed by the Borrowers in favor of each Revolving Lender requesting a Revolving Note and a Term Note executed by the Borrowers in favor of each Term Lender requesting a Term Note;

(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized as of the date hereof to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Borrower is a party;

(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Borrower is duly organized or formed (including, without limitation, articles or certificates of incorporation or other charter documents and bylaws or other governance documents of each Borrower), and that each Borrower is validly existing and in good standing in its jurisdiction of organization and the tax identification number for each Borrower;

(v) favorable opinions of each counsel to the Borrowers, addressed to the Administrative Agent and each Lender, as to the matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request;

(vi) a certificate of a Responsible Officer of each Borrower either (A) attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Borrower and the validity against such Borrower of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;

(vii) a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;

(viii) a duly completed Schedule 5.18 to this Agreement and Schedule 3 to the Compliance Certificate signed by a Responsible Officer of the Borrowers and such other information regarding the Initial Pool Properties as reasonably requested by the Administrative Agent;

(ix) evidence that all amounts outstanding under the Existing Credit Agreement have been, or concurrently with the Closing Date, are being repaid in full; and

(x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.

(b) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the Closing Date are being, paid.

(c) Unless waived by the Administrative Agent, the Borrowers shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent).

Without limiting the generality of the provisions of Section 9.04, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

6 .02 Conditions to all Credit Extensions .

The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following conditions precedent:

(a) The representations and warranties of the Borrowers contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension in all material respects, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01.

(b) No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds thereof.

(c) The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

(d) The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or Required Revolving Lenders reasonably may require.

(e) In the case of a Credit Extension to be denominated in an Alternative Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Administrative Agent, the Required Lenders (in the case of any Loans to be denominated in an Alternative Currency) or the L/C Issuer (in the case of any Letter of Credit to

be denominated in an Alternative Currency) would make it impracticable for such Credit Extension to be denominated in the relevant Alternative Currency.

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans) submitted by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

7 .01 Existence, Qualification and Power; Compliance with Laws .

The Parent and each of its Subsidiaries (a) is duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization except to the extent permitted by Sections 7.03, or 10.20, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws; except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

7 .02 Authorization; No Contravention .

The execution, delivery and performance by each Borrower of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.

7 .03 Governmental Authorization; Other Consents .

No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Borrower of this Agreement or any other Loan Document.

7 .04 Binding Effect .

This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Borrower party thereto. This Agreement constitutes, and each

other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Borrower party thereto, enforceable against each such Borrower in accordance with its terms.

7 .05 Financial Statements; No Material Adverse Effect .

(a) The Audited Financial Statements fairly present in all material respects the financial condition of the Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.

(b) The unaudited consolidated balance sheet of the Borrowers and their Subsidiaries dated September 30, 2010, and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date (fairly present in all material respects the financial condition of the Borrowers and their Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject to the absence of footnotes and to normal year-end audit adjustments.

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect.

(d) The consolidated financial projections of the Parent delivered pursuant to Section 6.02(a) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts (it being understood that such financial projections are subject to uncertainties and contingencies, which may be beyond the control of the Borrowers and their Subsidiaries and that no assurance is given by the Borrowers that such projections will be realized).

7 .06 Litigation .

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any of their Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

7 .07 No Default .

Neither any Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

7 .08 Ownership of Property; Liens .

Each of the Borrowers and their Subsidiaries has good record and marketable title in fee simple (subject to the rights of other parties as owners of condominium units) to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

The property of the Borrowers and their Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

7 .09 Environmental Compliance .

The Borrowers and their Subsidiaries have conducted in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Borrowers have reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

7 .10 Insurance .

The properties of each Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrowers, in such amounts and with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Borrower or the applicable Subsidiary operates.

7 .11 Taxes .

The Borrowers and their Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against Borrowers or any of their Subsidiaries that would, if made, have a Material Adverse Effect. As of the date hereof neither any Borrower nor any Subsidiary thereof is party to any material tax sharing agreement.

7 .12 ERISA Compliance .

(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of the Borrowers, nothing has occurred that would prevent or cause the loss of such tax-qualified status.

(b) There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.

respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher except where the failure to attain such funding target attainment percentage could not reasonably be expected to give rise to a Material Adverse Effect, and neither the Borrowers nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 60% as of the most recent valuation date except where such drop in funding target attainment percentage could not reasonably be expected to give rise to a Material Adverse Effect; and (iv) neither the Borrowers nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA.

7 .13 Subsidiaries; Equity Interests .

All of the outstanding Equity Interests in the Parent’s Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the Parent or another Borrower, directly or indirectly, free and clear of all Liens except as permitted under this Agreement.

7 .14 Margin Regulations; Investment Company Act; REIT and Tax Status; Stock Exchange Listing .

(a) No Borrower is engaged or will engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets subject to the provisions of Section 7.01 or subject to any restriction contained in any agreement or instrument between the Borrowers, and any Lender or any Affiliate of any Lender relating to Indebtedness and within the scope of Section 8.01(e) will be margin stock.

(b) None of the Borrowers, any Person Controlling the Borrowers, or any Subsidiary is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

(c) Except as disclosed to Administrative Agent, as of the Closing Date, none of Borrowers nor any Wholly-Owned Subsidiary is a “foreign person” within the meaning of Section 1445(f)(3) of the Code.

(d) The Parent currently has REIT Status and has maintained REIT Status on a continuous basis since its formation. The shares of common stock of the Parent are listed on the NYSE, American Stock Exchange or NASDAQ Stock Exchange.

7 .15 Disclosure .

misleading; provided that, with respect to projected financial information, the Borrowers represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made (it being understood that such financial projections are subject to uncertainties and contingencies, which may be beyond the control of the Borrowers and their Subsidiaries and that no assurance is given by the Borrowers that such projections will be realized).

7 .16 Compliance with Laws .

Each Borrower and each of its Subsidiaries are in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

7 .17 Intellectual Property; Licenses, Etc.

Each Borrower and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights” ) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person except to the extent that failure to so own or possess such IP Rights could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrowers, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

7 .18 [Reserved] .

7 .19 Property .

All of the Borrowers’ and their respective Subsidiaries’ Properties are in good repair and condition, subject to ordinary wear and tear, other than with respect to deferred maintenance existing as of the date of acquisition of such Property and except for such defects relating to properties, other than Qualified Asset Pool Properties, which would not have a Material Adverse Effect. The Borrowers and their respective Subsidiaries further have completed or caused to be completed an appropriate investigation of the environmental condition of each such Property as of (a) the date of the Borrowers’ or such Subsidiaries’ purchase thereof or (b) the date upon which such Property was last security for Indebtedness of such Borrower or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation, as to Qualified Asset Pool Properties, has been disclosed in writing to the Administrative Agent and satisfactory remediation actions are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any Property of any Borrower or any of their respective Subsidiaries which are payable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). There are no pending eminent domain proceedings against any Qualified Asset Pool Property, and, to the knowledge of the Borrowers, no such proceedings are presently threatened or contemplated by any taking authority which may individually or in the aggregate have a Material Adverse Effect. None of the Property of Borrowers or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate would have a Material Adverse Effect.

7 .20 Brokers .

None of the Borrowers or any of their respective Subsidiaries has engaged or otherwise dealt with any broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder.

7 .21 Other Debt .

None of the Borrowers or any of their respective Subsidiaries is in default (after expiration of all applicable grace and cure periods) in the payment of any other Indebtedness or under any mortgage, deed of trust, security agreement, financing agreement or indenture involving Indebtedness of $50,000,000 or more or under any other material agreement or lease to which any of them is a party. None of the Borrowers is a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time of payment of any of the Obligations to any other indebtedness or obligation of such Borrower.

7 .22 Solvency .

As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all of the Loans made or to be made hereunder and Letters of Credit issued or to be issued hereunder (including but not limited to, the date any such Loan is made or Letter of Credit is issued), the Borrowers and their Subsidiaries (on a consolidated basis) are solvent on a balance sheet basis such that the sum of the Borrowers’ and their Subsidiaries’ assets exceeds the sum of the Borrowers’ and their Subsidiaries’ liabilities, the Borrowers and their Subsidiaries are able to pay their debts as they become due, and the Borrowers and their Subsidiaries have sufficient capital to carry on their business.

ARTICLE VIII

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than contingent indemnity obligations) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless a replacement letter of credit or cash collateral reasonably satisfactory to the L/C Issuer has been provided to the L/C Issuer), the Borrowers shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:

8 .01 Financial Statements .

Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent:

(a) As soon as practicable, and in any event within 90 days after the end of each fiscal year, the consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal year and the consolidated statements of operations, stockholders’ equity and cash flows, in each case of Parent and its Subsidiaries for such fiscal year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, consistently applied, audited and shall be accompanied by a report of Ernst & Young LLP or other independent public accountants of recognized standing selected by Parent and reasonably satisfactory to the Required

Lenders (any “Big 4” accounting firm shall be deemed satisfactory to the Required Lenders), which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any “going concern” or like qualifications or exception or any qualification or exception as to the scope of the audit; and

(b) As soon as practicable, and in any event within 60 days after the end of each fiscal quarter (other than the fourth fiscal quarter in any fiscal year), the consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal quarter and the consolidated statements of operations and cash flows for such fiscal quarter, and the portion of the fiscal year ended with such fiscal quarter, all in reasonable detail. Such financial statements shall be certified by a Responsible Officer of Parent as fairly presenting in all material respects the financial condition, results of operations and cash flows of Parent and its Subsidiaries in accordance with GAAP (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments.

(c) As soon as practicable, and in any event (i) within 60 days after the end of each of the first three fiscal quarters in any fiscal year and (ii) within 90 days after the end of the fourth fiscal quarter, statements of operating income for such fiscal quarter for each of the Qualified Revenue-Producing Properties, each in reasonable detail.

8 .02 Certificates; Other Information .

Deliver to the Administrative Agent (and the Administrative Agent shall deliver to each Lender), in form and detail reasonably satisfactory to the Administrative Agent:

(a) Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer;

(b) As soon as practicable, and in any event no later than 90 days after the commencement of each fiscal year, a budget and projection by fiscal quarter for that fiscal year and by fiscal year for the next two succeeding fiscal years, including for the first such fiscal year, projected consolidated balance sheets, statements of operations and statements of cash flow and, for the second and third such fiscal years, projected consolidated balance sheets and statements of operations and cash flows, of Parent and its Subsidiaries, all in reasonable detail;

(c) Promptly after request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Parent by independent accountants in connection with the accounts or books of Parent or any of its Subsidiaries, or any audit of any of them;

(d) Promptly after the same are available, and in any event within five (5) Business Days after filing with the SEC, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Parent, and copies of all publicly available annual, regular, periodic and special reports and registration statements which Parent may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to Section 6.01 or other provisions of this Section 6.02;

(e) Promptly upon a Responsible Officer becoming aware, and in any event within five (5) Business Days after becoming aware, of the occurrence of any (i) Reportable Event or (ii)

non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) involving any Pension Plan or any trust created thereunder that could reasonably be expected to give rise to a material liability, telephonic notice specifying the nature thereof, and, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrowers are taking or propose to take with respect thereto, and, when known, any action taken by the IRS with respect thereto;

(f) As soon as practicable, and in any event within two (2) Business Days after a Responsible Officer becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two (2) Business Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrowers are taking or propose to take with respect thereto;

(g) Promptly upon a Responsible Officer becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrowers or their respective Subsidiaries that is $10,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor under a credit agreement involving Indebtedness of $10,000,000 or more or any lessor under a lease involving aggregate rent of $10,000,000 or more has asserted a default thereunder on the part of Borrowers or their respective Subsidiaries or (iii) any Person has commenced a legal proceeding with respect to a claim against Borrowers or their respective Subsidiaries under a contract (that is not a credit agreement or material lease) in excess of $10,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, a written notice describing the pertinent facts relating thereto and what action Borrowers or their respective Subsidiaries are taking or propose to take with respect thereto;

(h) Not later than sixty (60) days after the end of each fiscal quarter of the Borrowers (other than the fourth fiscal quarter in any fiscal year in which case not later than ninety (90) days), a statement listing the properties of Parent and its Subsidiaries which are Development Investments and providing a brief summary of the status of such development;

(i) Promptly upon a Responsible Officer becoming aware of a change in the Debt Rating or any other credit rating given by a Rating Agency to Parent’s long-term senior unsecured debt or any announcement that any such rating is “under review” or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency, written notice of such change, announcement or action;

(j) Promptly upon a Responsible Officer becoming aware, notice of any material change in accounting policies by the Parent or any other Borrower; and

(k) Such other data and information as from time to time may be reasonably requested by the Administrative Agent.

Documents required to be delivered pursuant to this Agreement (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrowers post such documents, or provide a link thereto on the Borrowers’ website on the Internet at the website address listed on Schedule 10.02 or (ii) on which such documents are posted on the Borrowers’ behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), including the SEC’s EDGAR website; provided that the Borrowers shall deliver paper copies of such documents to

the Administrative Agent for any Lender that requests the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “ Borrower Materials ”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “ Platform ”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrowers or their securities) (each, a “ Public Lender ”). The Borrowers hereby agree that (w) all Borrower Materials (other than SEC Reports) that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for purposes of United States Federal and state securities laws; (y) all SEC Reports and all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials (other than SEC Reports) that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” The Borrowers shall be in compliance with all requirements to deliver information under this Agreement if they have made such information available to the Administrative Agent and, to the extent required, Lenders other than Public Lenders, and the failure of Public Lenders to receive information made available to other Lenders shall not result in any breach of this Agreement.

8 .03 Payment of Obligations .

Pay and discharge as the same shall become due and payable, all material tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrowers or such Subsidiary prior to the imposition of such Lien, except that Borrowers and their respective Subsidiaries shall not be required to pay or cause to be paid (a) any tax, assessment, charge, levy or claim that is not yet past due, or is being contested in good faith by appropriate proceedings so long as the relevant entity has established and maintains adequate reserves for the payment of the same or (b) any immaterial tax or claim so long as no material Property of Borrowers or their Subsidiaries is at immediate risk of being seized, levied upon or forfeited.

8 .04 Preservation of Existence, Etc .

(a) Preserve, renew and maintain in full force and effect the legal existence and good standing of the Borrowers under the Laws of the jurisdiction of its organization except in a transaction permitted by Sections 7.03 or 10.20; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

8 .05 Maintenance of Properties .

(a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted and subject to exceptions for extraordinary or reasonably unforeseeable events; (b) make all necessary repairs thereto and renewals and replacements thereof in a reasonably timely manner except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

8 .06 Maintenance of Insurance .

Maintain liability, casualty and other insurance (subject to customary deductibles and retentions) with responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar businesses and owning similar assets in the general areas in which Borrowers or such Subsidiaries, as applicable, operate.

8 .07 Compliance with Laws .

Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

8 .08 Books and Records .

(a) Maintain proper books of record and account, in which entries true and correct in all material respects are made in conformity with GAAP consistently applied; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrowers and their Subsidiaries, as the case may be.

8 .09 Inspection Rights .

Permit the Lenders, through the Administrative Agent or any representative designated by the Administrative Agent, at the Borrowers’ expense, to visit and inspect any of the properties of the Borrowers or any of their respective Subsidiaries (subject to the rights of any tenants), to examine the books of account of the Borrowers and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrowers and their respective Subsidiaries with, and to be advised as to the same by, their Responsible Officers, all at such reasonable times (typically during normal business hours) and intervals as the Administrative Agent or any Lender may reasonably request upon not less than four (4) Business Days’ notice; provided, however, that inspections made at the Borrowers’ expense shall be limited to once per year, unless an Event of Default shall have occurred and be continuing. The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the Borrowers’ or such Subsidiaries’ normal business operations. Notwithstanding anything to the contrary in this Section 6.09, no Borrower nor any of their Subsidiaries will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter that (i) in respect of which disclosure to the Administrative Agent (or its designated representative) or any Lender is then prohibited by law or any agreement binding on any Borrower or any of its Subsidiaries or (ii) is subject to attorney-client or similar privilege or constitutes attorney work product.

8 .10 Use of Proceeds .

Use the proceeds of any Credit Extensions for general corporate purposes (including permitted Investments and acquisitions) not in contravention of any Laws or any Loan Documents.

8 .11 Occupancy Rate .

Cause the aggregate occupancy rate of all Qualified Revenue-Producing Properties, as of the end of the most recently ended four fiscal quarter period of the Borrowers, to be greater than or equal to 80%, based on bona-fide, arms length tenant leases which are in full force and effect requiring current rental payments and which are in good standing.

8 .12 Additional Borrowers .

Prior to a Release Event, cause (a) each Wholly-Owned Subsidiary of the Parent that owns a Qualified Asset Pool Property (other than a Wholly-Owned Subsidiary domiciled outside of the United States) to become a Borrower under this Agreement by (i) executing a Joinder Agreement and (ii) delivering such other documentation as the Administrative Agent may reasonably request in connection therewith, including, without limitation, certified resolutions and other organizational and customary authorizing documents of such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent and (b) each other Subsidiary that owns a Qualified Asset Pool Property (other than a Subsidiary domiciled outside of the United States) to become a Borrower under this Agreement (in the manner described in the foregoing clause (a)) except, in each case, to the extent becoming a Borrower under this Agreement (i) is prohibited by, or requires the consent of any Person pursuant to, contractual provisions entered into by the Subsidiary in the ordinary course of business or (ii) is prohibited by any provision of applicable law.

ARTICLE IX

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder (other than contingent indemnity obligations) shall remain unpaid or unsatisfied, or any Letter of Credit (unless a replacement letter of credit or cash collateral reasonably satisfactory to the L/C Issuer has been provided to the L/C Issuer) shall remain outstanding, each Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:

9 .01 Liens .

Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following:

(a) inchoate Liens incident to construction on or maintenance of Property; or Liens incident to construction on or maintenance of Property now or hereafter filed of record for which adequate reserves have been set aside (or deposits made pursuant to applicable Law) and which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no such Property is subject to a material impending risk of loss or forfeiture;

(b) Liens for taxes and assessments on Property which are not yet past due; or Liens for taxes and assessments on Property for which adequate reserves have been set aside and are being contested in good faith by appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no such Property is subject to a material impending risk of loss or forfeiture;

(c) defects and irregularities in title to any Property which would not reasonably be expected to result in a Material Adverse Effect;

(d) easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables, wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting Property in the ordinary course;

(e) easements, exceptions, reservations, or other agreements for the purpose of facilitating the joint or common use of Property in or adjacent to a shopping center, business or office park or similar project affecting Property in the ordinary conduct of the business of the applicable Person;

(f) rights reserved to or vested in any Governmental Authority to control or regulate, or obligations or duties to any Governmental Authority with respect to, the use of any Property;

(g) rights reserved to or vested in any Governmental Authority to control or regulate, or obligations or duties to any Governmental Authority with respect to, any right, power, franchise, grant, license, or permit;

(h) present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy, use, or enjoyment of Property in the ordinary conduct of the business of the applicable Person;

(i) statutory Liens, other than those described in clauses (a) or (b) above, arising in the ordinary course of business (but not in connection with the incurrence of any Indebtedness) with respect to obligations which are not delinquent or are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by reason of nonpayment, no Property is subject to a material impending risk of loss or forfeiture;

(j) covenants, conditions, and restrictions affecting the use of Property which may not give rise to any Lien against such Property in the ordinary conduct of the business of the applicable Person;

(k) rights of tenants as tenants only under leases and rental agreements covering Property entered into in the ordinary course of business of the Person owning such Property;

(l) Liens consisting of pledges or deposits to secure obligations under workers’ compensation laws or similar legislation, including Liens of judgments thereunder which are not currently dischargeable;

(m) Liens consisting of pledges or deposits of Property to secure performance in connection with operating leases made in the ordinary course of business, provided the aggregate

value of all such pledges and deposits in connection with any such lease does not at any time exceed 20% of the annual fixed rentals payable under such lease;

(n) Liens consisting of deposits of Property to secure bids made with respect to, or performance of, contracts (including Liens securing surety or performance bonds);

(o) Liens consisting of any right of offset, or statutory bankers’ lien, on bank deposit accounts maintained in the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing such right of offset or bankers’ lien;

(p) Liens consisting of deposits of Property to secure statutory obligations of any Borrower or any Subsidiary;

(q) Liens created by or resulting from any litigation or legal proceeding in the ordinary course of business which is currently being contested in good faith by appropriate proceedings, provided that, adequate reserves have been set aside and no material Property is subject to a material impending risk of loss or forfeiture;

(r) other nonconsensual Liens incurred in the ordinary course of business but not in connection with the incurrence of any Indebtedness, which do not individually involve amounts in excess of $5,000,000 or in the aggregate involve amounts in excess of $10,000,000; and

(s) Liens securing Secured Debt not prohibited by this Agreement.

9 .02 Investments.

Make any Investments, except:

(a) Investments held by any Borrower or any of its Subsidiaries in the form of Cash, Cash Equivalents or short-term marketable securities;

(b) advances to officers, directors and employees of any Borrower or any of its Subsidiaries for travel, entertainment, relocation and similar ordinary business purposes and within such Borrower’s policies;

(c) Investments of the Borrowers in any Subsidiary or any other Borrower, Investments of any Subsidiary in the Borrowers or in another Subsidiary and Investments in any Person that, as a result of or in connection with such Investment, becomes or will become a Subsidiary of a Borrower;

(d) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss;

(e) Investments in Real Property of the Borrowers and their Subsidiaries consisting of improved real estate property used principally for office, laboratory, research, health sciences, technology, manufacturing or warehouse purposes (and appurtenant amenities);

(f) Investments in Real Property of the Borrowers and their Subsidiaries consisting of (i) Development Investments (the amount of such Investment shall be an amount equal to the

aggregate costs incurred in connection therewith), (ii) undeveloped land without improvements, or (iii) any other Real Property, other than an improved real estate property used principally for office, manufacturing, warehouse, research, laboratory, health sciences or technology purposes (and appurtenant amenities); provided , that, as of the most recently ended fiscal quarter, the aggregate book value of such Investments may not exceed 35% of the Adjusted Tangible Assets. To determine such book value of Investments described in this Section 7.02(f) which are not owned 100%, directly or indirectly, by Parent or any of its Subsidiaries, the book value of such Investment shall be adjusted by multiplying the same by the Parent’s or such Subsidiaries’ interest therein during the fiscal quarter of the Parent ending as of the date of determination of such book value;

(g) other Investments, other than Investments in Real Property not otherwise permitted by Section 7.02; provided that as of the most recently ended fiscal quarter, the aggregate book value of such Investments pursuant to this Section 7.02(g) shall not exceed 15% of the Adjusted Tangible Assets. To determine such book value of Investments described in this Section 7.02(g) which are not owned 100%, directly or indirectly, by Parent or any of its Subsidiaries, the book value of such Investment shall be adjusted by multiplying the same by the Parent’s or such Subsidiaries’ interest therein during the fiscal quarter of the Parent ending as of the date of determination of such book value; and

(h) Guarantees by any Borrower or any Subsidiary in respect of Indebtedness not prohibited hereunder.

9 .03 Fundamental Changes .

Merge, dissolve, liquidate or consolidate with or into another Person, except that, so long as no Default or Event of Default exists or would result therefrom, (a) a Borrower may merge or consolidate with or into one or more other Borrowers; provided that if the Parent or Operating Partnership is a party to such merger or consolidation it shall be the surviving entity, (b) any Subsidiary may merge or consolidate with or into a Borrower or another Subsidiary or may dissolve or liquidate, or (c) any other merger, dissolution, liquidation or consolidation that does not result in a Change of Control shall be permitted.

9 .04 Restricted Payments .

With respect to any Borrower or any Subsidiary thereof, make any Restricted Payment except (a) so long as no Event of Default shall have occurred and be continuing under Section 8.01(a) or would result therefrom, such Restricted Payment shall be permitted (i) in an amount not to exceed (excluding Restricted Payments made pursuant to the last sentence of this Section 7.04) the greater of (A) the amount which, when added to the amount of all other Restricted Payments paid by the Parent in the same fiscal quarter and the preceding three fiscal quarters, would not exceed 95% of Funds From Operations of Parent and its Subsidiaries for the four consecutive fiscal quarters ending prior to the fiscal quarter in which such Restricted Payment is paid and (B) the minimum amount of Restricted Payments required (I) under the Code to maintain and preserve Parent’s status as a real estate investment trust under the Code, as evidenced by a certification of a Responsible Officer of Parent containing calculations in reasonable detail satisfactory to the Administrative Agent or (II) to avoid the payment of federal or state income or excise tax, (ii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, to the extent it relates to the retirement of Preferred Equity in an amount not to exceed any Exchange Proceeds so used notwithstanding the limitations set forth in clause (i), and (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, with the proceeds of

sales of property notwithstanding the limitation set forth in clause (i); provided however , that if an Event of Default under Section 8.01(a) has occurred and is continuing, the Borrowers and their Subsidiaries may only make the Restricted Payments in the minimum amount necessary to comply with Section 857(a) of the Code and maintain the Parent’s REIT Status. Notwithstanding the foregoing, any Subsidiary of the Parent may (a) make Restricted Payments payable to the Parent or any Borrower (directly or indirectly through Subsidiaries) and (b) declare and make Restricted Payments to its equity holders generally so long as the Parent or such Subsidiary that owns the equity interest or interests in the Subsidiary making such Restricted Payments receives at least its proportionate share thereof (based upon its relative equity interests in the Subsidiary making such Restricted Payment); provided that in the case of clause (b) above, if an Event of Default under Section 8.01(a) has occurred and is continuing, such Subsidiaries may only make Restricted Payments in the minimum amount necessary to comply with Section 857(a) of the Code and maintain the Parent’s REIT status.

9 .05 Change in Nature of Business .

Make any material change in the principal nature of the business of Borrowers and their Subsidiaries, such business being the acquisition, ownership, management, development and renovation of real property and buildings for use as office, office/laboratory, research, health sciences, technology or manufacturing/warehouse properties and related real property (and appurtenant amenities).

9 .06 Transactions with Affiliates .

Enter into any transaction of any kind with any Affiliate of Borrowers or their respective Subsidiaries other than (a) salary, bonus, employee stock option, relocation assistance and other compensation arrangements with directors or officers in the ordinary course of business, (b) transactions that are fully disclosed to the board of directors of Parent and expressly authorized by a resolution of the board of directors of Parent which is approved by a majority of the directors not having an interest in the transaction, (c) transactions permitted by this Agreement, (d) transactions between or among Borrowers and Subsidiaries and (e) transactions on overall terms at least as favorable to Borrowers or their Subsidiaries as would be the case in an arm’s length transaction between unrelated parties.

9 .07 Burdensome Agreements .

Enter into any agreement, instrument or transaction which prohibits any Borrower’s ability to pledge to Administrative Agent any Qualified Asset Pool Property. The Borrowers, and their respective Subsidiaries, shall take such actions as are necessary to preserve the right and ability of the Borrowers, and their respective Subsidiaries, to pledge to Administrative Agent for the benefit of Lenders the Qualified Asset Pool Properties without any such pledge after the date hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness of Borrowers or any of their respective Subsidiaries.

9 .08 Use of Proceeds .

Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

9 .09 Financial Covenants .

(a) Permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter, to be less than 1.50:1.00;

(b) Permit the Secured Debt Ratio, as of the last day of any fiscal quarter, to exceed 40.0%;

(d) Permit Minimum Book Value, as of the last day of any fiscal quarter, to be less than the sum of (i) $2,000,000,000, plus (ii) 50% of the net issuance proceeds of all Equity Offerings from and after the Third Amendment Effective Date (excluding the amount of Exchange Proceeds);

(e) Permit the Interest Coverage Ratio, as of the last day of any fiscal quarter, to be less than 2.00 to 1.00;

(f) Permit the Unsecured Leverage Ratio, as of the last day of any fiscal quarter, to exceed 60.0%; and

(g) Permit the Unsecured Debt Yield to be less than 11.00% from the Third Amendment Effective Date until June 30, 2011 and 12.00% at all times thereafter, in each case, as of the last day of any fiscal quarter.

ARTICLE X

EVENTS OF DEFAULT AND REMEDIES

10 .01 Events of Default .

Any of the following shall constitute an “ Event of Default ”:

(a) Non-Payment . The Borrowers fail to pay (i) when and as required to be paid herein, and in the currency required hereunder, any amount of principal of any Loan or any L/C Obligation, or (ii) within five Business Days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or

(b) Specific Covenants . The Borrowers fail to perform or observe any term, covenant or agreement contained in any of Article VII; or

(c) Other Defaults . Any Borrower or Subsidiary fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 Business Days following written notice by Administrative Agent or, if such Default is not reasonably susceptible of cure within such period, within such longer period as is reasonably necessary to effect a cure so long as such Borrower or such Subsidiary continues to diligently pursue cure of such Default but not in any event in excess of 60 Business Days; or

(d) Representations and Warranties . Any representation or warranty of Borrowers or any of their respective Subsidiaries made in any Loan Document, or in any certificate or other writing delivered by Borrowers or any of their respective Subsidiaries pursuant to any Loan Document, proves to have been incorrect when made or reaffirmed in any respect that is materially adverse to the interests of the Lenders; or

(e) Cross-Default . Any Borrower or any of their respective Subsidiaries (i) fails to pay (A) the principal, or any principal installment, of (1) any Indebtedness (other than Non-Recourse Debt) of $50,000,000 or more or (2) any Non-Recourse Debt individually or in the aggregate of $150,000,000 or more, (B) any guaranty of Indebtedness (other than Non-Recourse Debt) of $50,000,000 or more or (C) any guaranty of Non-Recourse Debt individually or in the aggregate of $150,000,000 or more, on its part to be paid, in each case when due (or within any stated grace period), whether at the stated maturity, upon acceleration, by reason of required prepayment or otherwise or (ii) fails to perform or observe any other term, covenant or agreement on its part to be performed or observed, or suffers any event of default to occur, in connection with any Indebtedness (other than Non-Recourse Debt) of $50,000,000 or more, or of any guaranty of Indebtedness (other than Non-Recourse Debt) of $50,000,000 or more, if as a result of such failure or sufferance any holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare such Indebtedness due before the date on which it otherwise would become due or the right to require Borrowers or any such Subsidiary to redeem or purchase, or offer to redeem or purchase, all or any portion of such Indebtedness (provided, that for the purpose of this clause (e), the principal amount of Indebtedness consisting of a Swap Contract shall be the amount which is then payable by the counterparty to close out the Swap Contract); or

(f) Insolvency Proceedings, Etc . Any Borrower or any Subsidiary institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment . (i) Any Borrower or any Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or

(h) Judgments . There is entered against any Borrower or any Subsidiary (i) a final judgment or order for the payment of money in an aggregate amount exceeding $50,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) ERISA . An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrowers or their Subsidiaries under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of 5% of the combined total assets of such Borrowers or Subsidiaries as of the most recent fiscal quarter, or (ii) the Borrowers or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of 5% of the combined total assets of such Borrowers or Subsidiaries as of the most recent fiscal quarter; or

(j) Invalidity of Loan Documents . Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or relating to the satisfaction in full of all the Obligations (or cash collateralization in a manner reasonably satisfactory to the L/C Issuer with respect to outstanding Letters of Credit), ceases to be in full force and effect; or any Borrower contests in any manner the validity or enforceability of any provision of any Loan Document; or any Borrower denies that it has any liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or

(k) Change of Control . There occurs any Change of Control.

10 .02 Remedies Upon Event of Default .

If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, (i) the Required Revolving Lenders with respect to Sections 8.02(a) and (c) below, and (ii) the Required Lenders with respect to Sections 8.02(b) and (d) below, take any or all of the following actions:

(a) declare the commitment of each Revolving Lender to make Revolving Loans, the Swing Line Lender to make Swing Line Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers;

(c) require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and

(d) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents;

provided, however , that upon the occurrence of an actual or deemed entry of an order for relief with respect to any one or more of the Borrowers under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to or for the account of such Borrower shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as

aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.

10 .03 Application of Funds .

After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by the Administrative Agent in the following order:

First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause Second payable to them;

Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them;

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; and

Last , the balance, if any, after all of the Obligations have been paid in full, to the Borrowers or as otherwise required by Law.

Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE XI

ADMINISTRATIVE AGENT

11 .01 Appointment and Authority .

Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the

Administrative Agent, the Lenders and the L/C Issuer, and neither the Parent nor any other Borrower shall have rights as a third party beneficiary of any of such provisions.

11 .02 Rights as a Lender .

The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. The foregoing provisions of this Section 9.02 shall likewise apply to the Person serving as the Alternative Currency Fronting Lender.

11 .03 Exculpatory Provisions .

The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders or Required Revolving Lenders, as the case may be (or such other number, percentage or class of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Borrowers, a Lender or the L/C Issuer.

thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

11 .04 Reliance by Administrative Agent .

The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

11 .05 Delegation of Duties .

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed by the Administrative Agent. The Administrative Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of the Administrative Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

11 .06 Successor Administrative Agent .

appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute its resignation as L/C Issuer, Swing Line Lender and Alternative Currency Fronting Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Swing Line Lender and Alternative Currency Fronting Lender, (b) the retiring L/C Issuer, Swing Line Lender and Alternative Currency Fronting Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, (c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit and (d) the successor Alternative Currency Fronting Lender shall make arrangements with the resigning Alternative Currency Fronting Lender for the funding of all outstanding Alternative Currency Risk Participations.

11 .07 Non-Reliance on Administrative Agent and Other Lenders .

Each Lender, the Swing Line Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender, the Swing Line Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

11 .08 No Other Duties, Etc .

Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.

11 .09 Administrative Agent May File Proofs of Claim .

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable compensation, indemnification, expenses, disbursements and advances of the Lenders, the L/C Issuer and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the Administrative Agent any amount due for the reasonable compensation, indemnification, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

11 .10 Collateral and Borrower Matters .

The Lenders, the Swing Line Lender and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion and the Administrative Agent hereby agrees:

(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (unless cash collateralized or supported by a letter of credit of manner satisfactory to the L/C Issuer), (ii) that is sold or to be sold as part of or in connection with any sale not prohibited hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders;

(b) to release a Borrower from liability for the Obligations in accordance with Section 10.20; and

100

(c) to release any Borrower (but not the Parent or the Operating Partnership) from its obligations under the Loan Documents pursuant to Section 10.23.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property.

11 .11 No Obligations of Borrowers .

Nothing contained in this Article IX shall be deemed to impose upon Borrowers any obligation in respect of the due and punctual performance by the Administrative Agent of its obligations to the Lenders under any provision of this Agreement, and Borrowers shall have no liability to the Administrative Agent or any of the Lenders in respect of any failure by the Administrative Agent or any Lender to perform any of its obligations to the Administrative Agent or the Lenders under this Agreement. Without limiting the generality of the foregoing, where any provision of this Agreement relating to the payment of any amounts due and owing under the Loan Documents provides that such payments shall be made by Borrowers to the Administrative Agent for the account of the Lenders, Borrowers’ obligations to the Lenders in respect of such payments shall be deemed to be satisfied upon the making of such payments to the Administrative Agent in the manner provided by this Agreement.

ARTICLE XII

MISCELLANEOUS

12 .01 Amendments, Etc .

No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrowers therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative Agent with the written concurrence of the Required Lenders) and the Borrowers, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no such amendment, waiver or consent shall:

(a) waive any condition set forth in Section 4.01(a) without the written consent of each Lender;

(b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender (subject to Sections 2.14 and 2.15);

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal or payment of interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby (subject to Section 2.14);

101

Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of the Borrowers to pay interest at the Default Rate or Letter of Credit Fees (subject to clause (i) of the second proviso to this Section 10.01) at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein);

(e) change Section 2.13 or Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender;

(f) change any provision of this Section or the definition of “Required Lenders” or “Required Revolving Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(g) release the Parent or the Operating Partnership, as a Borrower hereunder or substantially all of the other Borrowers without the written consent of each Lender; or

(h) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of the Required Lenders and Lenders having more than 66-2/3% of the Total Outstandings then in effect within each of the following classes of Commitments, Loans and/or other Credit Extensions: (i) the class consisting of the Revolving Commitments, and (ii) the class consisting of the Term Loan Commitments;

and, provided further , that (i) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; and (v) so long as the Revolving Commitments remain outstanding, no amendment, waiver or consent which has the effect of enabling the Borrowers to satisfy any condition to a Committed Borrowing contained in Section 4.02 hereof, which, but for such amendment, waiver or consent would not be satisfied, shall be effective to require the Revolving Lenders to make any additional Revolving Loan unless and until the Required Revolving Lenders shall consent thereto. Notwithstanding anything herein to the contrary, the Administrative Agent may with the approval of the Majority Lenders temporarily waive compliance by Borrowers with any condition, obligation or covenant contained in this Agreement or the Loan Documents (other than a failure to make a payment of any principal, interest or fee when due) for a period not to exceed ninety (90) days, provided, however, that any such condition, obligation or covenant so waived may not be consecutively waived after the expiration of such ninety (90) day period. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender (subject to Section 2.14 and 2.15). Notwithstanding anything to the contrary contained herein, the Administrative Agent may, with the approval of the Required Lenders and at the Borrowers’ request, increase the maximum aggregate amount of the increase in the Aggregate Commitments on the terms and conditions set forth in Section 2.15(a) or 2.15(b).

102

12 .01A Required Lenders .

Notwithstanding the provisions of Section 10.01 to the contrary, on the Third Amendment Effective Date, each Revolving Lender agrees that on the date of the repayment in full, in cash, of all Term Loans outstanding as of the Third Amendment Effective Date the definitions of “Required Lenders” and “Required Revolving Lenders” shall be automatically amended to replace “66-2/3%” with “50%” in each instance where such percentage is used (such adjustment, the “ Required Lender Adjustment ”). This section shall be binding on any Lender (other than any Term Lender as of the Third Amendment Effective Date), including any Lender that becomes a party hereto after the Third Amendment Effective Date.

12 .02 Notices; Effectiveness; Electronic Communication .

(a) Notices Generally . Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrowers, the Administrative Agent, the L/C Issuer, the Swing Line Lender or and the Alternative Currency Fronting Lender, to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02 and

(ii) if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been received upon the sender’s receipt of an acknowledgement from the intended recipient (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).

(b) Electronic Communications . Notices and other communications to the Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer pursuant to Article 11 if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

103

(c) The Platform . THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “ Agent Parties ”) have any liability to the Borrowers, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided , however , that in no event shall any Agent Party have any liability to any Borrower, any Lender, the L/C Issuer or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d) Change of Address, Etc . Each of the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrowers, the Administrative Agent, the L/C Issuer and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender.

(e) Reliance by Administrative Agent, L/C Issuer and Lenders . The Administrative Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of the Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers except to the extent resulting from the gross negligence or willful misconduct of Administrative Agent, the L/C Issuer, any Lender or any Related Party. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

12 .03 No Waiver; Cumulative Remedies .

No failure by any Lender, the L/C Issuer or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

104

12 .04 Expenses; Indemnity; Damage Waiver .

(a) Costs and Expenses . The Borrowers shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender, the Alternative Currency Fronting Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by the Borrowers . The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrowers or any other Borrower arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their Subsidiaries, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Borrower, and regardless of whether any Indemnitee is a party thereto, in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Borrower has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

105

foregoing, and without limiting the obligation of the Borrowers to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

(d) Waiver of Consequential Damages, Etc . To the fullest extent permitted by applicable law, the Borrowers shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby except to the extent resulting from the gross negligence or willful misconduct of any Indemnitee.

(e) Payments . All amounts due under this Section shall be payable not later than ten Business Days after demand therefore (accompanied by reasonable back-up documentation).

(f) Survival . The agreements in this Section shall survive the resignation of the Administrative Agent, the Swing Line Lender, the Alternative Currency Fronting Lender and the L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

12 .05 Payments Set Aside .

To the extent that any payment by or on behalf of the Borrowers is made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate from time to time in effect, in the applicable currency of such recovery or payment. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

106

12 .06 Successors and Assigns .

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of the Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement

(b) Assignments by Lenders . Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C Obligations, in Swing Line Loans and in Alternative Currency Risk Participations) at the time owing to it); provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “ Trade Date ” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met;

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to rights in respect of the Swing Line Lender’s rights and obligations in respect of Swing Line Loans;

107

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Parent (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for any assignment (other than any assignment of a Term Loan or an assignment to a Person that is a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender).

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons . No such assignment shall be made (A) to the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries or (B) in the case of any assignment of Commitments or Loans by any Revolving Lender, to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee

108

of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment. Upon request, the Borrowers (at their expense) shall execute and deliver a Note, as applicable, to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrowers, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of, and interest owing on, the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by each of the Borrowers and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations, Swing Line Loans and/or Alternative Currency Risk Participations) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement.

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, the Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each

109

Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as though it were a Lender.

(e) Limitations upon Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrowers’ prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrowers are notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrowers, to comply with Section 3.01(e) as though it were a Lender.

(f) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Electronic Execution of Assignments . The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York Uniform Electronic Transactions Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

(h) Special Purpose Funding Vehicles . Notwithstanding anything to the contrary contained herein, any Revolving Lender (a “ Granting Lender ”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrowers (an “ SPC ”) the option to provide all or any part of any Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Committed Loan, and (ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Committed Loan, the Granting Lender shall be obligated to make such Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.12(b)(ii). Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Section 3.01 or 3.04), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Committed Loan were made by such Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of the Borrowers and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Committed

110

Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Committed Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC.

(i) Resignation as L/C Issuer, Swing Line Lender or Alternative Currency Fronting Lender after Assignment . Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Revolving Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrowers, resign as Swing Line Lender and/or (iii) upon 30 days’ notice to the Borrowers, resign as Alternative Currency Fronting Lender. In the event of any such resignation as L/C Issuer, Swing Line Lender or Alternative Currency Fronting Lender, the Borrowers shall be entitled to appoint from among the Lenders (with the applicable Lender’s consent) a successor L/C Issuer, Swing Line Lender or Alternative Currency Fronting Lender hereunder; provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer, Swing Line Lender or Alternative Currency Fronting Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Revolving Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). If the Alternative Currency Fronting Lender resigns as Alternative Currency Fronting Lender, it shall retain all the rights and obligations of the Alternative Currency Fronting Lender hereunder with respect to all Alternative Currency Risk Participations outstanding as of the effective date of its resignation as the Alternative Currency Fronting Lender and all obligations of the Borrower or any other Lender with respect thereto (including the right to require Alternative Currency Participating Lenders to fund any Alternative Currency Risk Participations therein in the manner provided in Section 2.02(f)). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender and/or Alternative Currency Fronting Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, Swing Line Lender or Alternative Currency Fronting Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.

12 .07 Treatment of Certain Information; Confidentiality .

(a) Confidentiality . Each Lender and the Administrative Agent (each, a “ Lender Party ”) hereby agrees for itself for Swing Line Lender and for L/C Issuer only that, except as specifically set forth herein, (i) such Lender Party shall not participate in or generate any press release or other release of information to the general public relating to the closing of the Loan without the prior written consent of the Borrowers, (ii) such Lender Party shall hold the Confidential Information in strict confidence in accordance with such Lender Party’s customary procedures to prevent the misuse or disclosure of confidential information of this nature and in accordance with safe and sound banking practices, (iii) such Lender Party shall use the Confidential Information solely for the purposes of underwriting the Loan or acquiring an interest therein, carrying out such Lender Party’s rights or obligations under this Agreement, in connection with the syndication of the Loan, the enforcement of the Loan Documents, or other internal examination, supervision or oversight of the transactions contemplated hereby as reasonably determined by such Lender Party, or as otherwise permitted by the terms of this Section 10.07 (collectively,

111

“ Permitted Purposes ”), and (iv) not disclose the Confidential Information to any party, except as expressly authorized in this Agreement or with prior written consent of Borrowers. Each Lender Party shall promptly notify Borrowers in the event that it becomes aware of any loss or unauthorized disclosure of any Confidential Information.

Each Lender Party shall not have any obligations under this Agreement with respect to a specific portion of the Confidential Information if such Lender Party can demonstrate that such Confidential Information (i) was publicly available at the time it was disclosed to such Lender Party, (ii) became publicly available subsequent to the time it was disclosed to such Lender Party, (iii) was in or comes into a Lender Party’s possession from a source not known to such Lender Party (after reasonable inquiry) to be in breach of an obligation of confidentiality owed to Borrowers in making such disclosure to such Lender Party, (iv) was in or comes into Lender Party’s possession free of any obligation of confidence owed to the Borrowers at the time it was disclosed to them, or (v) was developed by the employees or agents of the Lender Party without the use of the Confidential Information.

(b) Disclosures . Any Lender Party or its legal counsel may disclose the Confidential Information (i) to Borrowers, other Lenders, the Administrative Agent or any of their respective legal counsel, (ii) to its auditors in connection with bank audits or regulatory officials having jurisdiction over such Lender Party, (iii) to its legal counsel who need to know the Confidential Information for the purposes of representing or advising the Lender Parties, (iv) with prior written notice to the Chief Executive Officer of the Parent, to its consultants, agents and advisors retained in good faith by such Lender Party with a need to know such information in connection with a Permitted Purpose, (v) as required by Law or legal process (subject to the terms below), or in connection with any legal proceeding to which that Lender Party and any of Borrowers are adverse parties, (vi) to another potential Lender or participant in connection with a disposition or proposed disposition to that Person of all or part of that Lender Party’s interests hereunder or a participation interest in its Notes, and (vii) to its directors, officers, employees and affiliates that control, are controlled by, or are under common control with such Lender Party or its parent or otherwise within the corporate umbrella of such Lender Party who need to know the confidential information for purposes of underwriting the Loan or becoming a party to this Agreement, the syndication of the Loan, the administration, interpretation, performance or exercise of rights under the Loan Documents, the enforcement of the Loan Documents, or other internal supervision, examination or oversight of the transactions contemplated hereby as reasonably determined by such Lender Party, provided that any Person to whom any of the Confidential Information is disclosed is informed by such Lender Party of the strictly confidential nature of the Confidential Information, and such Persons described in clauses (b)(iv), (vi) and (vii) shall agree in writing to be bound by confidentiality restrictions at least as restrictive as those contained herein. Notwithstanding the foregoing, a Lender Party may disclose Confidential Information to the extent such Lender Party is requested or required by any Law or any order of any court, governmental, regulatory or self-regulatory body or other legal process to make any disclosure of or about any of the Confidential Information. In such event (except with respect to banking regulators or auditors), such Lender Party shall, if permitted by law, promptly notify Borrowers in writing so that Borrowers may seek an appropriate protective order or waive compliance with the provisions of this Agreement (provided that if a protective order or the receipt of a waiver hereunder has not been obtained, or if prior notice is not possible, and a Lender Party is, in the opinion of its counsel, compelled to disclose Confidential Information, such Lender Party may disclose that portion of the Confidential Information which its counsel advises it that such Lender Party is compelled to disclose, and provided further that in any event, such Lender Party will not oppose action by Borrowers to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.) Each Lender Party shall be liable (but only to the extent it is finally determined to have breached the provisions of this Section 10.07(b)) for any actions by such Lender Party (but not any other Person) which are not in accordance with the provisions of this Section 10.07(b).

112

(c) No Rights in Confidential Information . The Administrative Agent and each Lender recognizes and agrees that nothing contained in this Section 10.07 shall be construed as granting any property rights, by license or otherwise, to any Confidential Information (other than the Agreement or any amendments thereto or any related agreements), or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information (other than the Agreement or any amendments thereto or any related agreements). No Lender Party shall make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any such Confidential Information; provided that the foregoing shall not limit or restrict in any way the creation, use or sale of banking or related services by any Lender Party.

(d) Survival . All Confidential Information provided by or on behalf of Borrowers during the term of this Agreement or any predecessor agreements shall remain confidential indefinitely and shall continue to receive that level of confidential treatment customarily provided by commercial banks dealing with confidential information of their borrower customers, subject, however, to the specific exceptions to confidential treatment provided herein. For a period of one year after the Termination Date, the affected Lender Party shall continue to make reasonable inquiry of any third party providing Confidential Information as to whether such third party is subject to an obligation of confidentiality owed to the Borrowers or their Subsidiaries and if such Lender Party obtains knowledge that such third party is violating a confidentiality agreement with Borrowers, such Lender Party shall treat the Confidential Information received from such third party as strictly confidential in accordance with the provisions of this Section 10.07. For purposes of this Section 10.07(d), the Termination Date shall mean the earlier of the termination of this Agreement or, with respect to a specific Lender Party, the date such Person no longer holds an interest in the Loan.

(e) Injunctive Relief . Each Lender Party hereby agrees that breach of this Section 10.07 will cause Borrowers irreparable damage for which recovery of damages would be inadequate, and that Borrowers shall therefore be entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.

(f) No Fiduciary Duty . Nothing in this Section shall be construed to create or give rise to any fiduciary duty on the part of the Administrative Agent or the Lenders to Borrowers.

(g) Separate Action . Borrowers covenant and agree not to, and hereby expressly waive any right to, raise as a defense, affirmative defense, set off, recoupment or otherwise against any Lender Party any claim arising from or relating to an alleged breach of this Section 10.07 in any action, claim or proceeding relating to a breach of the Loan Documents by Borrowers or other action to enforce or recover the Obligations, and covenant and agree that any claim against a Lender Party arising from or relating to an alleged breach of this Section 10.07 by a Lender Party shall only be asserted as an affirmative claim in a separate action against the applicable Lender Party.

12 .08 Right of Setoff .

113

are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.17 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

12 .09 Interest Rate Limitation .

Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “ Maximum Rate ”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

12 .10 Counterparts; Integration; Effectiveness .

This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Agreement.

12 .11 Survival of Representations and Warranties .

All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

114

12 .12 Severability .

If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the L/C Issuer or the Swing Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

12 .13 Replacement of Lenders .

If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, or if any Lender is a Defaulting Lender, or if any Lender refuses to consent to an amendment, modification or waiver of this Agreement that, pursuant to Section 10.01 , (a) requires the consent of 100% of the Lenders and the consent of the Required Lenders has been obtained or (b) requires the consent of each Lender directly affected thereby, or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a party hereto, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 10.06 except as provided in this Section 10.13), all of its interests, rights and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrowers shall have paid to the Administrative Agent the assignment fee specified in Section 10.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, funded Alternative Currency Risk Participations and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Sections 3.04, 3.05 and 10.04) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; and

(d) such assignment does not conflict with applicable Laws.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrowers to require such assignment and delegation cease to apply.

115

12 .14 Governing Law; Jurisdiction; Etc .

(a) GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION . THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c) WAIVER OF VENUE . THE BORROWERS IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS . EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

12 .15 Waiver of Jury Trial .

EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND

116

THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

12 .16 USA PATRIOT Act Notice .

Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrowers in accordance with the Act. The Borrowers shall, following a request by the Administrative Agent or any Lender, promptly provide all documentation and other information that the Administrative Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act.”

12 .17 Borrowers’ Obligations .

Each of the Borrowers represents, warrants, covenants and agrees as follows:

(a) Defenses . The obligations pursuant to the Loan Documents shall not be affected by any of the following: (i) the bankruptcy, disability, dissolution, incompetence, insolvency, liquidation, or reorganization of any Borrower; or (ii) the discharge, modification of the terms of, reduction in the amount of, or stay of enforcement of any or all liens and encumbrances or any or all obligations pursuant to the Loan Documents in any bankruptcy, insolvency, reorganization, or other legal proceeding or by law, ordinance, regulation, or rule (federal, state, or local).

(b) Rights of Administrative Agent . Subject to receiving any required consents of the Required Lenders or all of the Lenders, as may be required pursuant to applicable provisions of this Agreement, the Administrative Agent on behalf of the Lenders, may do the following acts or omissions from time to time without notice to or consent of any Borrower and without receiving payment or other value, nor shall the following acts or omissions affect, delay or impair any of the obligations pursuant to the Loan Documents or any or all liens and encumbrances: (i) the Administrative Agent may obtain collateral or additional collateral; (ii) the Administrative Agent may substitute for any or all collateral regardless of whether the same type or greater or lesser value; (iii) the Administrative Agent may release any or all collateral; (iv) the Administrative Agent may compromise, delay enforcement, fail to enforce, release, settle or waive any rights or remedies of the Administrative Agent as to any or all collateral; (v) the Administrative Agent may sell or otherwise dispose of any collateral in such manner or order as the Administrative Agent determines in accordance with the Loan Documents; (vi) the Administrative Agent may fail to perfect, fail to protect the priority of, and fail to ensure any or all liens or encumbrances; (vii) the Administrative Agent may fail to inspect, insure, maintain, preserve or protect any or all collateral; (viii) the Administrative Agent may obtain additional obligors for any or all obligations pursuant to the Loan Documents; (ix) the Administrative Agent may increase or decrease any or all obligations or otherwise change terms of any or all obligations in accordance with the Loan Documents; (x) the Administrative Agent may release any Borrower; (xi) Administrative Agent may compromise, delay enforcement, fail to enforce, release, settle or waive any obligations of any Borrower with the agreement of that Borrower; (xii) the Administrative Agent may make advances, or grant other financial accommodations to any Borrower; (xiii) the Administrative Agent may fail to file or pursue a claim in any

117

bankruptcy, insolvency, reorganization or other proceeding as to any or all liens and encumbrances or any or all obligations; (xiv) the Administrative Agent may amend, modify, extend, renew, restate, supplement or terminate in whole or in part the obligation of any Borrower with the agreement of that Borrower; (xv) the Administrative Agent may take or fail to take any other action with respect to any Loan Document or any Borrower; and (xvi) the Administrative Agent may do any other acts or make any other omissions that result in the extinguishment of the obligation of any Borrower.

(c) Suretyship Waivers . Each Borrower waives any and all rights and benefits under any statutes or rules now or hereafter in effect that purport to confer specific rights upon or make specific defenses or procedures available to each Borrower.

(d) Information . Each Borrower represents and warrants to the Administrative Agent and Lenders that such Borrower is currently informed of the financial condition of the Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to the Administrative Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of the Borrowers’ financial condition, the financial condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations. Notwithstanding anything herein which may be construed to the contrary, the Administrative Agent shall have no obligation to provide to any Borrower any information concerning the performance of any other Borrower, the obligations pursuant to the Loan Documents, or the ability of any other Borrower to perform the obligations pursuant to the Loan Documents or any other matter, regardless of what information Administrative Agent may from time to time have.

(e) Waivers . Each Borrower waives, until payment in full of the Obligations, any and all present and future claims, remedies and rights against any other Borrower, any collateral and any other property, interest in property or rights to property of any other Borrower (A) arising from any performance hereunder, (B) arising from any application of any collateral, or any other property, interest in property or rights to property of any Borrower, or (C) otherwise arising in respect of the Loan Documents, regardless of whether such claims, remedies and rights arise under any present or future agreement, document or instrument or are provided by any law, ordinance, regulation or rule (federal, state or local) (including, without limitation, any and all rights of contribution, exoneration, indemnity, reimbursement, and subrogation and any and all rights to participate in the rights and remedies of Lenders against any Borrower).

(f) Joint and Several Liability of Borrowers .

(i) Each of the Borrowers is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Administrative Agent and the Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.

118

Section 10.17), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.

(iii) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation.

(iv) The Obligations of each Borrower under the provisions of this Section 10.17 constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

(v) Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loans issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by the Administrative Agent or Lenders, or any of them, under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or Lenders, or any of them, at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the Administrative Agent or Lenders, or any of them, in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of the Administrative Agent or Lenders, or any of them, with respect to the failure by any Borrower to comply with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 10.17 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 10.17, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Borrower under this Section 10.17 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 10.17 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower or the Administrative Agent or Lenders, or any of them. The joint and several liability of each Borrower hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change

119

whatsoever in the name, constitution or place of formation of any of the Borrowers or Administrative Agent or Lenders, or any of them.

(vi) The provisions of this Section 10.17 are made for the benefit of the Administrative Agent, the Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers as often as occasion therefor may arise and without requirement on the part of Administrative Agent, or any Lender, successor or assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 10.17 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 10.17 will forthwith be reinstated in effect, as though such payment had not been made.

(vii) Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any payments made by it to the Administrative Agent or any Lender with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against the other Borrowers with respect to any payments to the Administrative Agent or any Lender hereunder or under any other Loan Documents are hereby expressly made subordinate and junior in right of payment, including without limitation, as to any increases in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to the other Borrowers therefor.

(viii) Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents, to the extent the obligations of any Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code of the United States).

(iv) Each Borrower hereby appoints the Parent to act as its agent for all purposes under this agreement (including, without limitation, with respect to all matters related to the borrowing and repayment of Loans) and agrees that (a) the Parent may execute such documents on behalf of the Borrowers as the Parent deems appropriate in its sole discretion and the Borrowers shall be obligated by all of the terms of any such document executed on their behalf, (b) any notice or communication delivered by the Administrative Agent or any Lender to the Parent shall be deemed delivered to each Borrower and (c) the

120

Administrative Agent or the Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Parent on behalf of the Borrowers.

12.18 ENTIRE AGREEMENT .

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.

12.19 Hazardous Material Indemnity .

Each of Borrowers hereby agrees to indemnify, hold harmless and defend (by counsel reasonably satisfactory to the Administrative Agent) the Administrative Agent and each of the Lenders and their respective directors, officers, employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by the Administrative Agent or any Lender, and expenses to the extent that the defense of any such action has not been assumed by Borrowers), arising directly or indirectly out of (i) the presence on, in, under or about any Real Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or from any Real Property and (ii) any activity carried on or undertaken on or off any Real Property by Borrowers or any of its predecessors in title, whether prior to or during the term of this Agreement, and whether by Borrowers or any predecessor in title or any employees, agents, contractors or subcontractors of Borrowers or any predecessor in title, or any third persons at any time occupying or present on any Real Property, in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials at any time located or present on, in, under or about any Real Property. The foregoing indemnity shall further apply to any residual contamination on, in, under or about any Real Property, or affecting any natural resources, and to any contamination of any Property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the foregoing indemnity shall not apply to Hazardous Materials on any Real Property, the presence of which is caused by the Administrative Agent or the Lenders. Borrowers hereby acknowledge and agree that, notwithstanding any other provision of this Agreement or any of the other Loan Documents to the contrary, the obligations of Borrowers under this Section shall be unlimited corporate obligations of Borrowers and shall not be secured by any Lien on any Real Property. Any obligation or liability of Borrowers to any Indemnitee under this Section 10.19 shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to the Lenders.

12.20 Release of a Borrower .

(a) Notwithstanding anything to the contrary contained in this Agreement, Parent may sell, assign, transfer or dispose of its interest in another Borrower (other than Operating Partnership) that is a Subsidiary of Parent; provided , that , on or before the closing of such sale the Parent shall have delivered to the Administrative Agent a certification, together with such other evidence as Administrative Agent may require, that the Borrowers will be in compliance with all terms of this Agreement after giving effect to such sale, assignment, transfer or other disposition. Administrative Agent shall promptly notify the Lenders of any such sale, assignment, transfer or other disposition permitted hereunder.

121

(b) If the Borrowers withdraw a Qualified Asset Pool Property and after giving effect to such withdrawal, a Borrower (other than the Parent or the Operating Partnership) no longer owns any Real Property that is to be deemed a Qualified Asset Pool Property by the Borrowers in accordance with this Agreement, the Borrowers may request that such Borrower be released from its obligations under the Credit Documents.

(c) Upon a sale in accordance with clause (a) above or a request in accordance with clause (b) above, the Administrative Agent shall, at the expense of the Borrowers, take such action as reasonably appropriate to effect such release; provided that the Parent shall deliver an updated Compliance Certificate taking into account the effect of such release.

(d) The provisions of this Section 10.20 shall supersede any contrary provisions contained in Section 10.17.

12 .21 No Advisory or Fiduciary Responsibility .

In connection with all aspects of each transaction contemplated hereby, the Borrowers acknowledge and agree, and acknowledge their Affiliates’ understanding, that: (i) the credit facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial transaction between the Borrowers and their respective Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, and the Borrowers are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process leading to such transaction, the Administrative Agent, each Arranger and each Lender, each is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrowers or any of their respective Affiliates, stockholders, creditors or employees or any other Person; (iii) neither the Administrative Agent, any Arranger nor any Lender has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrowers with respect to any of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether the Administrative Agent, any Arranger or any Lender has advised or is currently advising the Borrowers or any of their respective Affiliates on other matters) and neither the Administrative Agent, any Arranger or any Lender has any obligation to the Borrowers or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; (iv) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their respective Affiliates, and neither the Administrative Agent, any Arranger nor any Lender has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v) the Administrative Agent, the Arrangers and the Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document) and the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate. Each of the Borrowers hereby waives and releases, to the fullest extent permitted by law, any claims that it may have against the Administrative Agent, the Arrangers and the Lenders with respect to any breach or alleged breach of agency or fiduciary duty arising out of the transactions contemplated hereby.

122

12 .22 Judgment Currency .

If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “ Judgment Currency ”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “ Agreement Currency ”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent or such Lender, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Lender, as the case may be, may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent or any Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Lender, as the case may be, against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent or any Lender in such currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable law).

12 .23 Release of Borrowers; Certain Exempt Subsidiaries .

Within five (5) Business Days following the written request by a Responsible Officer of the Parent, the Administrative Agent, on behalf of the Lenders, shall release any Borrower (other than the Parent and the Operating Partnership) from its obligations under this Agreement and each other Loan Document so long as: (a) there is no Event of Default existing under this Agreement either at the time of such request or at the time such Borrower is released; (b) the Parent shall have received and have in effect at such time an Investment Grade Rating; (c) either (i) the full principal amount, together with accrued interest, of the Term Loans outstanding as of the Third Amendment Effective Date shall have been paid (or substantially concurrently with a proposed Senior Financing Transaction will be paid) in full or (ii) each Term A Lender and each Term A-1 Lender with Term A Loans or Term A-1 Loans then outstanding shall otherwise consent to such release (it being understood and agreed that each Revolving Lender and each Term Lender other than a Term A Lender and a Term A-1 Lender have consented to the terms and provisions of this Section 10.23 and the releases described herein by such Lender’s agreement to the terms of this Agreement); and (d) a Responsible Officer of the Parent delivers to Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that such Borrower requested to be released is either being released from its obligation under any Senior Financing Transaction or is not required to provide a guaranty with respect to any Senior Financing Transaction to which the Parent is a party or to which it is simultaneously (or substantially simultaneously) entering into (collectively, clauses (a), (b), (c) and (d) shall be considered a “ Release Event ”).

In addition, following a Release Event, a Subsidiary shall not be required to become a Borrower hereunder if such Subsidiary is otherwise not required by the terms of any Senior Financing Transaction to become a guarantor or borrower of any of the obligations under such Senior Financing Transaction.

The provisions of this Section 10.23 shall supersede any contrary provisions contained in Section 10.17.

123

12 .24 Alternative Currency Fronting Lenders; Fronting Commitments .

At any time after the Closing Date, the Parent may make a request to Administrative Agent that any existing Revolving Lender act as an additional Alternative Currency Fronting Lender. Upon the Administrative Agent’s approval that such Revolving Lender may act as an Alternative Currency Fronting Lender, the Administrative Agent shall promptly notify such Revolving Lender of such request. Upon the agreement by the applicable Revolving Lender to act as an Alternative Currency Fronting Lender, such Revolving Lender shall become an Alternative Currency Fronting Lender hereunder with a Fronting Commitment in an amount agreed to by the Parent, the Administrative Agent, and such Alternative Currency Fronting Lender, and the Administrative Agent shall promptly notify the Parent of such additional Alternative Currency Fronting Lender and such Alternative Currency Fronting Lender’s Fronting Commitment. In addition, any Alternative Currency Fronting Lender may from time to time increase or decrease its Fronting Commitment pursuant to a written agreement executed by the Parent, the Administrative Agent, and such Alternative Currency Fronting Lender.

[Remainder of Page Intentionally Left Blank]

124

EXHIBIT B

Schedule 2.01A

Lender		Revolving Commitment

BANK OF AMERICA, N.A.		$100,000,000
JPMORGAN CHASE BANK, N.A.		$100,000,000
CITICORP NORTH AMERICA, INC.		$100,000,000
BARCLAYS BANK PLC		$80,000,000
THE ROYAL BANK OF SCOTLAND		$80,000,000
BBVA COMPASS BANK		$80,000,000
ROYAL BANK OF CANADA		$80,000,000
THE BANK OF NOVA SCOTIA		$80,000,000
BRANCH BANKING & TRUST COMPANY		$50,000,000
THE BANK OF NEW YORK MELLON		$50,000,000
CAPITAL ONE / CHEVY CHASE BANK FSB		$50,000,000
GOLDMAN SACHS BANK USA		$50,000,000
REGIONS BANK		$50,000,000
SOVEREIGN BANK		$50,000,000
SUMITOMO BANK		$50,000,000
SUNTRUST BANK		$50,000,000
UNION BANK OF CALIFORNIA		$50,000,000
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH		$35,000,000
PNC BANK, NATIONAL ASSOCIATION		$35,000,000
BANK OF THE WEST		$30,000,000
CITY NATIONAL BANK		$25,000,000
COMERICA BANK		$25,000,000
NORDDEUTSCHE LANDESBANK		$25,000,000
BANK OF TAIWAN, LOS ANGELES BRANCH		$20,000,000
BANK OF TOKYO MITSUBISHI UFJ, LTD.		$15,000,000
MANUFACTURERS BANK		$15,000,000
MEGA INTERNATIONAL COMMERCIAL BANK, LTD. NEW YORK BRANCH		$15,000,000
LAND BANK OF TAIWAN, LOS ANGELES BRANCH		$14,000,000
PEOPLES UNITED BANK		$14,000,000
CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH		$12,000,000
UNITED OVERSEAS BANK LIMITED, LOS ANGELES AGENCY		$12,000,000

Lender		Revolving Commitment
TAIWAN BUSINESS BANK		$11,000,000
BANK OF EAST ASIA LIMITED, NEW YORK BRANCH		$10,000,000
MALAYAN BANKING BERHAD, NEW YORK BRANCH		$10,000,000
STATE BANK OF INDIA, LOS ANGELES AGENCY		$10,000,000
THE NORTHERN TRUST COMPANY		$10,000,000
CATHAY UNITED BANK, LTD.		$7,000,000

GRAND TOTAL		$1,500,000,000

Lender	Fronting Commitment

BANK OF AMERICA, N.A.	$	50,000,000

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Credit Agreement, dated as of October 31, 2006 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ;” the terms defined therein being used herein as therein defined), among Alexandria Real Estate Equities, Inc., a Maryland corporation (“ Parent ”), Alexandria Real Estate Equities, L.P., a Delaware limited partnership (“ Operating Partnership ”), ARE-QRS Corp., a Maryland corporation (“ QRS ”), ARE Acquisitions, LLC, a Delaware limited liability company (“ ARE ”), the other borrowers set forth on the signature pages of the Agreement, each other Wholly-Owned Subsidiary of Parent which becomes a party to the Agreement as a borrower (collectively, together with Parent, Operating Partnership, QRS and ARE, the “ Borrowers ”); each lender from time to time party to the Agreement (collectively, the “ Lenders ” and individually, a “ Lender ”); Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A. and Citibank, N.A., as Co-Syndication Agents, The Bank of Nova Scotia, Barclays Bank plc, BBVA Compass Bank and The Royal Bank of Scotland plc, as Co-Documentation Agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as successor by merger to Banc of America Securities LLC), J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the of Parent, and that, as such, he/she is authorized to execute and deliver this Compliance Certificate to the Administrative Agent on the behalf of the Borrowers, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1 . Attached hereto as Schedule 1 are the year-end audited financial statements required by Section 6.01(a ) of the Agreement for the fiscal year of Parent ended as of [ ] (the “ Statement Date ”), together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraphs for fiscal quarter-end financial statements]

1 . Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01(b ) of the Agreement for the fiscal quarter of Parent ended as of [ ] (the “ Statement Date ”). Such financial statements fairly present in all material respects the financial condition, results of operations and cash flows of Parent and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2 . The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a review of the transactions of the Borrowers during the accounting period covered by the attached financial statements.

3 . The Borrowers are providing the information set forth in Schedule 2 attached hereto to demonstrate compliance as of the Statement Date with the covenants described in Sections 6.11, 7.02, 7.04 and 7.09 of the Agreement. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the Statement Date.

4 . As of the date hereof, Parent’s Debt Rating (if any) is .

5 . Attached hereto on Schedule 3 are the operating statements setting forth the NOI for each of the Qualified Revenue-Producing Properties for the previous four (4) fiscal quarters (or such shorter period that such statements are available for). The undersigned hereby certifies that such operating statements are true and correct.

6 . A review of the activities of the Borrowers during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrowers performed and observed all their Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned during such fiscal period, no Default or Event of Default exists.]

- or-

[the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

7 . The representations and warranties of the Borrowers contained in Article V of the Agreement, and any representations and warranties of any Borrower that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects only as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

IN WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of , .

	ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation


	By:
		Name:
		Title:

For the Quarter/Year ended _______________ (“ Statement Date ”)

SCHEDULE 2

to the Compliance Certificate

($ in 000’s)

I.	Section 7.09(a) — Fixed Charge Coverage Ratio.

	A .	Adjusted EBITDA for the four quarter period ended on Statement Date:	$________

	B .	Debt Service of the Parent and its Subsidiaries for the four quarter period ended on Statement Date:	$________

	C .	Preferred Distributions (other than redemptions) of Parent and its Subsidiaries during the four quarter period ended on Statement Date:	$________

	D .	Line I.B. + Line I.C.:	$________

	E .	Fixed Charge Coverage Ratio (Line I.A. ÷ Line I.D.):	____ to 1.00

	F .	Compliance Ratio:	> 1.50:1.00

	G .	Covenant Compliance:	Yes __ No__

II.	Section 7.09(b) — Secured Debt Ratio.

	A .	Secured Debt of Parent and its Subsidiaries, other than the Obligations, at Statement Date:	$ ________

	B .	Adjusted Tangible Assets of Parent and its Subsidiaries at Statement Date:	$ ________

	C .	Secured Debt to Adjusted Tangible Assets (Line II.A. ÷ Line II.B):	____ to 1.00

	D .	Compliance Ratio:	< 40.0%

	E .	Covenant Compliance:	Yes __No __

III.	Section 7.09(c) — Leverage Ratio.

	A .	Total Indebtedness of Parent and Subsidiaries at Statement Date:	$________

	B .	Unrestricted Cash of Parent and Subsidiaries at Statement Date:	$________

	C .	Adjusted Tangible Assets of Parent and its Subsidiaries at

		Statement Date:		$________

	D .	Leverage Ratio ((Line III.A. – Line III.B) ÷ Line III.C.):		____to 1.00

	E .	Compliance Ratio:		< 60.0%

	F .	Covenant Compliance:		Yes __ No__

IV.	Section 7.09(d) — Minimum Book Value.

	A .	$2,000,000,000		$________

	B .	50% of net issuance proceeds at Statement Date of all Equity Offerings from and after the Third Amendment Effective Date excluding Exchange Proceeds:		$________

	C .	Sum of Line IV.A and IV.B:		$________

	D .	Minimum Book Value at Statement Date:		$________

	E .	Compliance Ratio:	Line IV.D > Line IV.C

	F .	Covenant Compliance:		Yes __No __

V.	Section 7.09(e) — Interest Coverage Ratio.

	A .	Adjusted NOI from the Qualified Asset Pool Properties for the four quarter period ended on the Statement Date:		$________

	B .	Aggregate Interest Charges for the four quarter period ended on the Statement Date in respect of the unsecured Indebtedness of the Parent and its Subsidiaries:		$________

	C .	Line V.A ÷ Line V.B:		_____:1.00

	D .	Minimum Coverage:		> 2.00:1.00

	E .	Covenant Compliance:		Yes __No __

VI.	Section 7.09(f) — Unsecured Leverage Ratio.

	A .	Total unsecured Indebtedness of Parent and Subsidiaries at Statement Date:		$________

	B .	Unencumbered Asset Value of Parent and its Subsidiaries at Statement Date:		$________

	C .	Value attributable to Qualified Land and Qualified Development Assets in excess of 35% of the Unencumbered Asset Value of Parent and its Subsidiaries at Statement Date:		$________

	D .	Value attributable to Qualified Revenue-Producing Properties, Qualified Land, Qualified Development Assets and Qualified Joint Ventures that are located outside the United States or Canada in excess of 30% of the Unencumbered Asset Value at Statement Date:	$________

	E .	Adjusted Unencumbered Asset Value of Parent and its Subsidiaries at Statement Date (Line VI.B. – Line VI.C. – Line VI.D.)	$________

	F.	Unsecured Leverage Ratio (Line VI.A. ÷ Line VI.E.):	____to 1.00

	F .	Compliance Ratio:	< 60.0%

	G .	Covenant Compliance:	Yes __ No__

VII.	Section 7.09(g) — Unsecured Debt Yield.

	A .	Adjusted NOI from the Qualified Asset Pool Properties for the four quarter period ended on the Statement Date 1 :	$________

	B .	Total unsecured Indebtedness of Parent and Subsidiaries at Statement Date:	$________

	C .	Unrestricted Cash of Parent and Subsidiaries at Statement Date:	$________

	D .	Unsecured Debt Yield (Line VII.A. ÷ (Line VII.B. – Line VII.C.):	_____%

	E .	Compliance Ratio (Third Amendment Effective Date until June 30, 2011):	> 11.00%
		Compliance Ratio (after June 30, 2011):	> 12.00%

	F .	Covenant Compliance:	Yes __ No__

VIII.	Section 7.04 — Restricted Payments.

	A .	Restricted Payments by Parent for the four quarter period ended on the Statement Date:	$________

	B .	Funds From Operations of Parent and its Subsidiaries for the most recent four consecutive fiscal quarters ending on the Statement Date:	$________

	C .	(Line VIII.A. ÷ Line VIII.B.):	_______%

1 Including adjustments set forth in the Credit Agreement.

	D .		Compliance Percentage:		< 95%

	E .		Covenant Compliance:		Yes__No__
			o Compliance based on Line VIII.D percentage
			o Compliance based on REIT Status or to avoid payment of federal or state income or excise tax

IX.	Section 7.02 - Investments.

	A .	Development Investments at the Statement Date:		$________

	B .	Undeveloped land without improvements at the Statement Date:		$________

	C .	Other Real Property (other than an improved real estate property used principally for office, laboratory, research, health sciences, technology, manufacturing or warehouse purposes and appurtenant amenities) at the Statement Date:		$________

	D .	Sum of Line IX.A. + Line IX.B. + Line IX.C.:		$________

	E .	Adjusted Tangible Assets at the Statement Date:		$________

	F .	Line IX.D. ÷ Line IX.E.:		_______%

	G .	Compliance Percentage:		< 35%

	H .	Covenant Compliance:		Yes__No__

	I .	Other non-Real Property Investments at the Statement Date (not otherwise permitted under Section 7.02):		$________

	J .	Line IX.I. ÷ Line IX.E:		_______%

	K .	Compliance Percentage:		< 15%

	L .	Covenant Compliance:		Yes__No__

	VIII.	Section 6.11 — Aggregate Occupancy Level of Qualified Revenue-Producing Properties.

	A .	Aggregate occupancy level (on a portfolio basis) of Qualified Revenue-Producing Properties:		_______%

	B .	Compliance Percentage:		> 80%

	C .	Covenant Compliance:		Yes__No__

SCHEDULE 3

to the Compliance Certificate

INFORMATION REGARDING OPERATING STATEMENTS

FOR QUALIFIED REVENUE-PRODUCING PROPERTIES

EXHIBIT D

Schedule 1.01(a)

MANDATORY COST FORMULAE

1. The Mandatory Cost (to the extent applicable) is an addition to the interest rate to compensate Revolving Lenders for the cost of compliance with:

(a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions); or

(b) the requirements of the European Central Bank.

2. On the first day of each Interest Period (or as soon as possible thereafter) the Administrative Agent shall calculate, as a percentage rate, a rate (the “ Additional Cost Rate ”) for each Revolving Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Administrative Agent as a weighted average of the Revolving Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Revolving Lender in the relevant Revolving Loan) and will be expressed as a percentage rate per annum. The Administrative Agent will, at the request of the Parent or any Revolving Lender, deliver to the Parent or such Revolving Lender as the case may be, a statement setting forth the calculation of any Mandatory Cost.

3. The Additional Cost Rate for any Revolving Lender lending from a Lending Office in a Participating Member State will be the percentage notified by that Revolving Lender to the Administrative Agent. This percentage will be certified by such Revolving Lender in its notice to the Administrative Agent to be its reasonable determination of the cost (expressed as a percentage of such Revolving Lender’s participation in all Revolving Loans made from such Lending Office) of complying with the minimum reserve requirements of the European Central Bank in respect of Revolving Loans made from that Lending Office.

4. The Additional Cost Rate for any Revolving Lender lending from a Lending Office in the United Kingdom will be calculated by the Administrative Agent as follows:

(a) in relation to any Revolving Loan in Sterling:

AB+C(B-D)+E x 0.01		per cent per annum
100 - (A+C)

(b) in relation to any Revolving Loan in any currency other than Sterling:

E x 0.01		per cent per annum
300		per cent per annum

Where:

“A” is the percentage of Eligible Liabilities (assuming these to be in excess of any stated minimum) which that Revolving Lender is from time to time required to maintain as an interest free cash ratio deposit with the Bank of England to comply with cash ratio requirements.

“B” is the percentage rate of interest (excluding the Applicable Rate, the Mandatory Cost and any interest charged on overdue amounts pursuant to the first sentence of Section 2.08(b) and, in the case of interest (other than on overdue amounts) charged at the Default Rate, without counting any increase in interest rate effected by the charging of the Default Rate) payable for the relevant Interest Period of such Loan.

“C” is the percentage (if any) of Eligible Liabilities which that Revolving Lender is required from time to time to maintain as interest bearing Special Deposits with the Bank of England.

“D” is the percentage rate per annum payable by the Bank of England to the Administrative Agent on interest bearing Special Deposits.

“E” is designed to compensate Revolving Lenders for amounts payable under the Fees Rules and is calculated by the Administrative Agent as being the average of the most recent rates of charge supplied by the Revolving Lenders to the Administrative Agent pursuant to paragraph 7 below and expressed in pounds per £1,000,000.

5. For the purposes of this Schedule:

(a) “ Eligible Liabilities ” and “ Special Deposits ” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b) “ Fees Rules ” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c) “ Fee Tariffs ” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and

(d) “ Tariff Base ” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

6. In application of the above formulae, A, B, C and D will be included in the formulae as percentages (i.e. 5% will be included in the formula as 5 and not as 0.05). A negative result obtained by subtracting D from B shall be taken as zero. The resulting figures shall be rounded to four decimal places.

7. If requested by the Administrative Agent or the Parent, each Revolving Lender with a Lending Office in the United Kingdom or a Participating Member State shall, as soon as practicable after publication by the Financial Services Authority, supply to the Administrative Agent and the Parent, the rate of charge payable by such Revolving Lender to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by such Lender as being the average of the Fee Tariffs applicable to such Revolving Lender for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of such Revolving Lender.

8. Each Revolving Lender shall supply any information required by the Administrative Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Revolving Lender shall supply the following information in writing on or prior to the date on which it becomes a Revolving Lender:

(a) the jurisdiction of the Lending Office out of which it is making available its participation in the relevant Revolving Loan; and

(b) any other information that the Administrative Agent may reasonably require for such purpose.

Each Revolving Lender shall promptly notify the Administrative Agent in writing of any change to the information provided by it pursuant to this paragraph.

9. The percentages of each Revolving Lender for the purpose of A and C above and the rates of charge of each Revolving Lender for the purpose of E above shall be determined by the Administrative Agent based upon the information supplied to it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a Revolving Lender notifies the Administrative Agent to the contrary, each Revolving Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a lending office in the same jurisdiction as its Lending Office.

10. The Administrative Agent shall have no liability to any Person if such determination results in an Additional Cost Rate which over- or under-compensates any Revolving Lender and shall be entitled to assume that the information provided by any Revolving Lender pursuant to paragraphs 3 , 7 and 8 above is true and correct in all respects.

11. The Administrative Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Revolving Lenders on the basis of the Additional Cost Rate for each Revolving Lender based on the information provided by each Revolving Lender pursuant to paragraphs 3 , 7 and 8 above.

12. Any determination by the Administrative Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Revolving Lender shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

13. The Administrative Agent may from time to time, after consultation with the Parent and the Revolving Lenders, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties hereto.

EXHIBIT E

Schedule 1.01(b)

The existence of the consent rights of the Massachusetts Institute of Technology with respect to (a) leases over 150,000 square feet, (b) alteration of the Real Property affecting more than 150,000 square feet and having an expense of $20,000,000 or more in any single project, (c) leverage exceeding 80% of loan to value with respect to such Real Property, (d) transactions with any affiliate of the Parent, (e) acquisition of assets other than such Real Property and related items of property and (f) changing the purpose of the company.

EXHIBIT F

Schedule 2.02

	Currency Option
Lender	Multi-Currency	USD Only

BANK OF AMERICA, N.A.	X
JPMORGAN CHASE BANK, N.A.	X
CITICORP NORTH AMERICA, INC.	X
BARCLAYS BANK PLC	X
THE ROYAL BANK OF SCOTLAND	X
BBVA COMPASS BANK	X
ROYAL BANK OF CANADA	X
THE BANK OF NOVA SCOTIA	X
BRANCH BANKING & TRUST COMPANY	X
THE BANK OF NEW YORK MELLON	X
CAPITAL ONE / CHEVY CHASE BANK FSB	X
GOLDMAN SACHS BANK USA	X
REGIONS BANK	X
SOVEREIGN BANK	X
SUMITOMO BANK	X
SUNTRUST BANK	X
UNION BANK OF CALIFORNIA	X
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	X
PNC BANK, NATIONAL ASSOCIATION	X
BANK OF THE WEST	X
CITY NATIONAL BANK	X
COMERICA BANK		X
NORDDEUTSCHE LANDESBANK		X
BANK OF TAIWAN, LOS ANGELES BRANCH		X
BANK OF TOKYO MITSUBISHI UFJ, LTD.	X
MANUFACTURERS BANK		X
MEGA INTERNATIONAL COMMERCIAL BANK, LTD.
NEW YORK BRANCH		X
LAND BANK OF TAIWAN, LOS ANGELES BRANCH		X
PEOPLES UNITED BANK		X
CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES		X

	Currency Option
Lender	Multi-Currency	USD Only
BRANCH
UNITED OVERSEAS BANK LIMITED, LOS ANGELES AGENCY		X
TAIWAN BUSINESS BANK	X
BANK OF EAST ASIA LIMITED, NEW YORK BRANCH	X
MALAYAN BANKING BERHAD, NEW YORK BRANCH		X
STATE BANK OF INDIA, LOS ANGELES AGENCY		X
THE NORTHERN TRUST COMPANY	X
CATHAY UNITED BANK, LTD.		X

EXHIBIT G

Exhibit H-1

FORM OF BID REQUEST

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Second Amended and Restated Credit Agreement dated as of October 31, 2006 (as amended from time to time, the “ Credit Agreement ”), among Alexandria Real Estate Equities, Inc., a Maryland corporation (“ Parent ”), Alexandria Real Estate Equities, L.P., a Delaware limited partnership (“ Operating Partnership ”), ARE-QRS Corp., a Maryland corporation (“ QRS ”), the other borrowers party thereto (collectively, together with Parent, Operating Partnership and QRS, the “ Borrowers ”); each lender from time to time party thereto (collectively, the “ Lenders ” and individually, a “ Lender ”); Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer; and Merrill Lynch, Pierce, Fenner & Smith Incorporated (as successor by merger to Banc of America Securities LLC), J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint Bookrunners. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement.

The Lenders are invited to make Bid Loans:

1 . On __________________________________________ (a Business Day).

2 . In an aggregate amount not exceeding $ ____________________(with any sublimits set forth below).

3 . Comprised of (select one):

o Bid Loans based on an Absolute Rate

o Bid Loans based on Eurocurrency Rate

Bid Loan No.	Interest Period requested	Maximum principal amount requested
1	________days/mos		$________________
2	________days/mos		$________________
3	________days/mos		$________________

The Bid Borrowing requested herein complies with the requirements of the proviso to the first sentence of Section 2.04A(a) of the Credit Agreement.

The Parent authorizes the Administrative Agent to deliver this Bid Request to the Lenders. Responses by the Lenders must be in substantially the form of Exhibit H-2 to the Credit Agreement and must be received by the Administrative Agent by the time specified in Section 2.04A of the Credit Agreement for submitting Competitive Bids.

	ALEXANDRIA REAL ESTATE EQUITIES, INC.

	By:

	Name:

	Title:

EXHIBIT H

Exhibit H-2

FORM OF COMPETITIVE BID

________________, _____

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

In response to the Bid Request dated ____________________, ________, the undersigned offers to make the following Bid Loan(s):

1 . Borrowing date:________________(a Business Day).

2 . In an aggregate amount not exceeding $____________(with any sublimits set forth below).

3 . Comprised of:

Bid Loan No.	Interest Period offered	Bid Maximum	Absolute Rate Bid or Eurocurrency Margin Bid*
1	________days/mos	$________________		(- +) ________%
2	________days/mos	$________________		(- +) ________%
3	________days/mos	$________________		(- +) ________%

* Expressed in multiples of 1/100th of a basis point.

Contact Person: ________________ Telephone: ________________

	[LENDER]


	By:

	Name:

	Title:

******************************************************************************

THIS SECTION IS TO BE COMPLETED BY THE BORROWERS IF THEY WISH TO ACCEPT ANY OFFERS CONTAINED IN THIS COMPETITIVE BID:

The offers made above are hereby accepted in the amounts set forth below:

Bid Loan No.	Principal Amount Accepted
	$
	$
	$

[BORROWERS]


By:

Name:

Title:

Date:

EXHIBIT 10.18

THIRD AMENDMENT

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of January 28, 2011

among

ALEXANDRIA REAL ESTATE EQUITIES, INC.,

ALEXANDRIA REAL ESTATE EQUITIES, L.P.,

ARE-QRS CORP.,

and

The Other Subsidiaries Party Hereto,

as the Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

and

The Other Lenders Party Hereto

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

J.P. MORGAN SECURITIES LLC

and

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners

JPMORGAN CHASE BANK, N.A.

and

CITIBANK, N.A. ,

as Co-Syndication Agents,

THE BANK OF NOVA SCOTIA

BARCLAYS BANK PLC

THE ROYAL BANK OF SCOTLAND

BBVA COMPASS BANK

and

RBC BANK,

as Co-Documentation Agents

THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”), dated as of January 28, 2011, is entered into among Alexandria Real Estate Equities, Inc., a Maryland corporation (“ Parent ”), Alexandria Real Estate Equities, L.P., a Delaware limited partnership (“ Operating Partnership ”), ARE-QRS Corp., a Maryland corporation (“ QRS ”), and the other borrowers set forth on the signature pages hereto (collectively, together with Parent, Operating Partnership and QRS, the “ Borrowers ”), certain lenders party to the Existing Credit Agreement described below (the “ Lenders ”), the lenders providing new commitments identified on the signature pages hereto in respect of the Existing Credit Agreement (the “ New Lenders ”) and Bank of America, N.A., as administrative agent (the “ Administrative Agent ”), Swing Line Lender and L/C Issuer. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Existing Credit Agreement described below.

W I T N E S S E T H:

WHEREAS, the Borrowers have requested that the Required Lenders agree to amend certain other provisions of the Existing Credit Agreement as hereinafter set forth; and

1 . AMENDMENTS TO EXISTING CREDIT AGREEMENT

(b) Effective on the Amendment Effective Date (as defined below), Schedule 2.01A to the Existing Credit Agreement is hereby amended to read in the form attached hereto as Exhibit B .

(c) Effective on the Amendment Effective Date (as defined below), Exhibit D to the Existing Credit Agreement is hereby amended to read in the form attached hereto as Exhibit C .

(d) Effective on the Amendment Effective Date (as defined below), a new Schedule 1.01(a) is hereby added to the Amended Credit Agreement to read in the form attached hereto as Exhibit D .

(e) Effective on the Amendment Effective Date (as defined below), a new Schedule 1.01(b) is hereby added to the Amended Credit Agreement to read in the form attached hereto as Exhibit E .

(f) Effective on the Amendment Effective Date (as defined below), a new Schedule 2.02 is hereby added to the Amended Credit Agreement to read in the form attached hereto as Exhibit F .

2 . ESCROW/EFFECTIVENESS

(vi) Revolving Notes . Receipt by the Administrative Agent of a Revolving Note executed by the Borrowers in favor of each Revolving Lender requesting a Revolving Note.

(b) Conditions of Effectiveness . This Amendment shall become effective on the day (the “ Amendment Effective Date ”) on which each of the following conditions precedent has been satisfied:

3 . LENDER JOINDER

further acts and things as the Administrative Agent may reasonably request in order to effect the purposes of this Amendment.

(c) Each New Lender’s new Revolving Commitment under the Amended Credit Agreement shall be the amount set forth on Schedule 2.01A attached as Exhibit B to this Amendment.

4 . MISCELLANEOUS

(a) Ratification of Loan Documents .

(b) Authority/Enforceability . The Borrowers represent and warrant to the Administrative Agent as follows:

(i) They have taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(d) Governing Law . THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(e) Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[Remainder of Page Intentionally Left Blank]

ALEXANDRIA REAL ESTATE EQUITIES, INC.,

a Maryland corporation

By:

/s/ Dean A. Shigenaga

Name:

Dean A. Shigenaga

Title:

Chief Financial Officer

ALEXANDRIA REAL ESTATE EQUITIES, L.P., a

Delaware limited partnership

By:

ARE-QRS Corp., a Maryland corporation,

general partner

By:

/s/ Dean A. Shigenaga

Name:

Dean A. Shigenaga

Title:

Chief Financial Officer

ARE-QRS CORP., a Maryland corporation

By:

/s/ Dean A. Shigenaga

Name:

Dean A. Shigenaga

Title:

Chief Financial Officer

ARE ACQUISITIONS, LLC, a Delaware limited
liability company

By: ARE-QRS Corp., a Maryland corporation,
managing member

By:

/s/ Dean A. Shigenaga

Name:

Dean A. Shigenaga

Title:

Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

123 AUCTION, LLC
ARE-377 PLANTATION STREET, LLC
ARE-6166 NANCY RIDGE, LLC
ARE-EAST RIVER SCIENCE PARK, LLC
ARE-EASTLAKE AVENUE NO. 3, LLC
ARE-MA REGION NO. 13, LLC
ARE-MA REGION NO. 14, LLC
ARE-MA REGION NO. 16, LLC
ARE-MA REGION NO. 19, LLC
ARE-MA REGION NO. 20, LLC
ARE-MA REGION NO. 21, LLC
ARE-MA REGION NO. 23, LLC
ARE-MA REGION NO. 25, LLC
ARE-MA REGION NO. 26, LLC
ARE-MA REGION NO. 28, LLC
ARE-MA REGION NO. 30, LLC
ARE-MA REGION NO. 32, LLC
ARE-MA REGION NO. 33 LLC
ARE-MA REGION NO. 34, LLC
ARE-MA REGION NO. 35, LLC
ARE-MA REGION NO. 36, LLC
ARE-MA REGION NO. 37, LLC
ARE-MA REGION NO. 38, LLC
ARE-MA REGION NO. 39, LLC
ARE-MA REGION NO. 40, LLC
ARE-MA REGION NO. 43, LLC
ARE-MARYLAND NO. 23, LLC
ARE-MARYLAND NO. 38, LLC
ARE-MD NO. 1, LLC
ARE-NC REGION NO. 6, LLC
ARE-NC REGION NO. 7, LLC
ARE-NC REGION NO. 9, LLC
ARE-NC REGION NO. 11, LLC
ARE-PA REGION NO. 6, LLC
ARE-PA REGION NO. 7, LLC
ARE-PASADENA NO. 3, LLC
ARE-SAN FRANCISCO NO. 12, LLC
ARE-SAN FRANCISCO NO. 15, LLC
ARE-SAN FRANCISCO NO. 18, LLC,
each a Delaware limited liability company

By:	Alexandria Real Estate Equities, L.P., a Delaware
limited partnership, sole member

	By:	ARE-QRS Corp., a Maryland corporation,
	general partner


		By:	/s/ Dean A. Shigenaga
			Name:	Dean A. Shigenaga
			Title:	Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-SAN FRANCISCO NO. 19, LLC
ARE-SAN FRANCISCO NO. 25, LLC
ARE-SAN FRANCISCO NO. 26, LLC
ARE-SAN FRANCISCO NO. 29, LLC
ARE-SAN FRANCISCO NO. 33, LLC
ARE-SAN FRANCISCO NO. 41, LLC
ARE-SAN FRANCISCO NO. 42, LLC
ARE-SD REGION NO. 17, LLC
ARE-SD REGION NO. 18, LLC
ARE-SD REGION NO. 23, LLC
ARE-SD REGION NO. 24, LLC
ARE-SD REGION NO. 25, LLC
ARE-SD REGION NO. 28, LLC
ARE-SD REGION NO. 29, LLC
ARE-SD REGION NO. 32, LLC
ARE-SEATTLE NO. 10, LLC
ARE-SEATTLE NO. 11, LLC
ARE-SEATTLE NO. 12, LLC
ARE-SEATTLE NO. 14, LLC
ARE-SEATTLE NO. 15, LLC
ARE-SEATTLE NO. 16, LLC
ARE-SEATTLE NO. 17, LLC
ARE-SEATTLE NO. 20, LLC
ARE-SEATTLE NO. 22, LLC
ARE-SEATTLE NO. 23, LLC
ARE-SEATTLE NO. 24, LLC
ARE-SEATTLE NO. 25, LLC
ARE-SEATTLE NO. 27, LLC
ARE-SORRENTO VIEW, LLC
ARE-TECHNOLOGY CENTER SSF, LLC
GDD INDUSTRIES, LLC
GULL AVENUE, LLC
JBC ENDEAVORS, LLC
JC TWINS, LLC
JP HOSPITALITY, LLC
JSW INDUSTRIES, LLC
JSW PROPERTIES, LLC
LMC STORAGE, LLC
ORANGE COAST, LLC
SAR ENTERPRISES, LLC,
each a Delaware limited liability company


By:	Alexandria Real Estate Equities, L.P., a Delaware
limited partnership, sole member

	By:	ARE-QRS Corp., a Maryland corporation,
	general partner


		By:	/s/ Dean A. Shigenaga
			Name:	Dean A. Shigenaga
			Title:	Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-100/800/801 CAPITOLA, LLC
ARE-10505 ROSELLE STREET, LLC
ARE-108 ALEXANDER ROAD, LLC
ARE-129/153/161 HILL STREET, LLC
ARE-14 FIRSTFIELD ROAD, LLC
ARE-150/154 TECHNOLOGY PARKWAY, LLC
ARE-19 FIRSTFIELD ROAD, LLC
ARE-2425/2400/2450 GARCIA BAYSHORE, LLC
ARE-2625/2627/2631 HANOVER, LLC
ARE-279 PRINCETON ROAD, LLC
ARE-3770 TANSY STREET, LLC
ARE-480 ARSENAL STREET, LLC
ARE-5 TRIANGLE DRIVE, LLC
ARE-500 ARSENAL STREET, LLC
ARE-6146 NANCY RIDGE, LLC
ARE-700/730 SOUTH RAYMOND, LLC
ARE-7030 KIT CREEK, LLC
ARE-770/784/790 MEMORIAL DRIVE, LLC
ARE-819/863 MITTEN ROAD, LLC
ARE-EAST JAMIE COURT, LLC,
each a Delaware limited liability company

By:	Alexandria Real Estate Equities, L.P., a Delaware
limited partnership, managing member

	By:		ARE-QRS Corp., a Maryland corporation,
	general partner


			By:	/s/ Dean A. Shigenaga
				Name:		Dean A. Shigenaga
				Title:		Chief Financial Officer


ARE-10933 NORTH TORREY PINES, LLC
ARE-3535/3565 GENERAL ATOMICS COURT, LLC,
each a Delaware limited liability company

By:	Alexandria Real Estate Equities, Inc., a Maryland
corporation, managing member

	By:	/s/ Dean A. Shigenaga
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-JOHN HOPKINS COURT, LLC,
each a Delaware limited liability company

By:	ARE-QRS Corp., a Maryland corporation,
managing member


	By:		/s/ Dean A. Shigenaga
			Name:			Dean A. Shigenaga
			Title:			Chief Financial Officer


ARE-381 PLANTATION STREET, LLC
ARE-60 WESTVIEW, LLC
ARE-ONE INNOVATION DRIVE, LLC,
each a Delaware limited liability company

By:	AREE-Holdings, L.P., a Delaware limited
partnership, managing member

	By:		ARE-GP Holdings QRS Corp., a Delaware
	corporation, general partner


			By:		/s/ Dean A. Shigenaga
					Name:			Dean A. Shigenaga
					Title:			Chief Financial Officer


ARE-WESTERN NEWBROOK, LLC,
a Delaware limited liability company

By:		AREE-Holdings II, L.P., a Delaware limited
partnership, managing member

	By:		ARE-GP/II Holdings QRS Corp., a Delaware
	corporation, general partner


			By:	/s/ Dean A. Shigenaga
				Name:			Dean A. Shigenaga
				Title:			Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-20/22/1300 FIRSTFIELD QUINCE ORCHARD,
LLC, a Delaware limited liability company

By:	ARE-GP/VI Holdings QRS Corp., a Delaware
corporation, managing member


	By:	/s/ Dean A. Shigenaga
		Name:		Dean A. Shigenaga
		Title:		Chief Financial Officer


ARE-BELMONT, LLC,
a Delaware limited liability company

By:	ARE-BELMONT MM, LLC, a Delaware limited
liability company, managing member

	By:	Alexandria Real Estate Equities, L.P., a
	Delaware limited partnership, sole member

		By:	ARE-QRS Corp., a Maryland corporation,
		general partner


			By:			/s/ Dean A. Shigenaga
						Name:	Dean A. Shigenaga
						Title:	Chief Financial Officer


ARE-708 QUINCE ORCHARD, LLC,
a Delaware limited liability company

By:	ARE-GP 708 Quince Orchard QRS Corp., a
Maryland corporation, managing member


	By:	/s/ Dean A. Shigenaga
		Name:			Dean A. Shigenaga
		Title:			Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-MA REGION NO. 9, LLC,
a Delaware limited liability company

By:	ARE-MA REGION NO. 9 MM, LLC, a Delaware
limited liability company, manager

	By:	Alexandria Real Estate Equities, L.P., a
	Delaware limited partnership, sole member

		By:		ARE-QRS Corp., a Maryland corporation,
		as general partner


				By:	/s/ Dean A. Shigenaga
					Name:		Dean A. Shigenaga
					Title:		Chief Financial Officer


ARE-VIRGINIA NO. 2, LLC,
a Delaware limited liability company

By:	ARE-Virginia No. 2 Member, LLC, a Delaware
limited liability company, manager

	By:	Alexandria Real Estate Equities, Inc., a
	Maryland corporation, sole member


		By:	/s/ Dean A. Shigenaga
			Name:			Dean A. Shigenaga
			Title:			Chief Financial Officer


ARE-702 ELECTRONIC DRIVE, L.P
ARE-PA REGION NO. 3, L.P.
ARE-PA REGION NO. 4, L.P.,
each a Delaware limited partnership

By:	AREE-Holdings, L.P., a Delaware limited
partnership, general partner

	By:	ARE-GP Holdings QRS Corp., a Delaware
	corporation, general partner


		By:	/s/ Dean A. Shigenaga
			Name:			Dean A. Shigenaga
			Title:			Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-MARYLAND NO. 25, LLC
ARE-MARYLAND NO. 26, LLC
ARE-MARYLAND NO. 27, LLC
ARE-MARYLAND NO. 31, LLC
ARE-MARYLAND NO. 32, LLC,
each a Maryland limited liability company

By:	Alexandria Real Estate Equities, L.P., a Delaware
limited partnership, sole member

	By:	ARE-QRS Corp., a Maryland corporation,
	general partner


		By:	/s/ Dean A. Shigenaga
			Name:		Dean A. Shigenaga
			Title:		Chief Financial Officer


ARE-MARYLAND NO. 30, LLC,
a Maryland limited liability company

By:	ARE-Maryland No. 29, LLC, a Delaware
limited liability company, sole member

	By:	Alexandria Real Estate Equities, L.P., a
	Delaware limited partnership, sole member

		By:	ARE-QRS Corp., a Maryland corporation,
		general partner


			By:	/s/ Dean A. Shigenaga
				Name:		Dean A. Shigenaga
				Title:		Chief Financial Officer


ARE-5 RESEARCH PLACE, LLC,
a Maryland limited liability company

By:	Alexandria Real Estate Equities, L.P., a Delaware
limited partnership, manager

	By:	ARE-QRS Corp., a Maryland corporation,
	general partner


		By:	/s/ Dean A. Shigenaga
			Name:		Dean A. Shigenaga
			Title:		Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-MARYLAND NO. 7 CORP.
ARE-MARYLAND NO. 8 CORP.
ARE-25/35/45 W. WATKINS CORP.,
each a Maryland corporation


By:	/s/ Dean A. Shigenaga
	Name:	Dean A. Shigenaga
	Title:	Chief Financial Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-BC NO. 1 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee of ARE-BC NO.
1 TRUST


	By:	/s/ Adam B. Scozzafava
		Name:	Adam B. Scozzafava
		Title:	Financial Services Officer


A.R.E. QUEBEC NO. 1 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee of A.R.E.
QUEBEC NO. 1 TRUST


	By:	/s/ Adam B. Scozzafava
		Name:	Adam B. Scozzafava
		Title:	Financial Services Officer


A.R.E. QUEBEC NO. 2 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee of A.R.E.
QUEBEC NO. 2 TRUST


	By:	/s/ Adam B. Scozzafava
		Name:	Adam B. Scozzafava
		Title:	Financial Services Officer

ARE-BC NO. 2 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee of
ARE-BC NO. 2 TRUST


	By:	/s/ Adam B. Scozzafava
		Name:	Adam B. Scozzafava
		Title:	Financial Services Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

ARE-BJ NO. 1 TRUST,
a Delaware common law trust

By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as trustee of
ARE-BJ NO. 1 TRUST


	By:	/s/ Adam B. Scozzafava
		Name:	Adam B. Scozzafava
		Title:	Financial Services Officer

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

Address for all the foregoing:

Alexandria Real Estate Equities, Inc.
385 E. Colorado Blvd., Suite 299
Pasadena, CA 91101
Attention: Joel S. Marcus, Chief Executive Officer
Telephone: (626) 578-0777
Telecopier: (626) 578-0770

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

LENDERS:


	BANK OF AMERICA, N.A .
	as Lender, Swing Line Lender and L/C Issuer


	By:	/s/ James P. Johnson
	Name:		James P. Johnson
	Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CITICORP NORTH AMERICA, INC.


By:	/s/	John Rowland
Name:		John Rowland
Title:		Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

SUNTRUST BANK


By:	/s/	John M. Szeman
Name:		John M. Szeman
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

REGIONS BANK


By:	/s/	Thomas K. Day
Name:		Thomas K. Day
Title:		Managing Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

COMPASS BANK


By:	/s/	Brian Tuerff
Name:		Brian Tuerff
Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

COMERICA BANK


By:	/s/	Adam Sheets
Name:		Adam Sheets
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE ROYAL BANK OF SCOTLAND PLC


By:	/s/	Brett E. Thompson
Name:		Brett E. Thompson
Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

MANUFACTURERS BANK


By:	/s/	Manny Ahsan
Name:		Manny Ahsan
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BANK OF EAST ASIA LIMITED, NEW YORK BRANCH


By:	/s/	Kenneth A. Pettis
Name:		Kenneth A. Pettis
Title:		Senior Vice President

By:	/s/	Kitty Sin
Name:		Kitty Sin
Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

MALAYAN BANKING BERHAD, NEW YORK BRANCH


By:	/s/	Fauzi Zulkifli
Name:		Fauzi Zulkifli
Title:		General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

SOVEREIGN BANK


By:	/s/	Frederick H. Murphy, Jr.
Name:		Frederick H. Murphy, Jr.
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE NORTHERN TRUST COMPANY


By:	/s/ Carol B. Conklin
Name:		Carol B. Conklin
Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH


By:	/s/ Bill O’Daly
Name:		Bill O’Daly
Title:		Director


By:	/s/ Kevin Buddhdew
Name:		Kevin Buddhdew
Title:		Associate

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BANK OF THE WEST


By:	/s/ Ben Arroyo
Name:		Ben Arroyo
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

TAIWAN BUSINESS BANK LOS ANGELES BRANCH


By:	/s/ Alex Wang
Name:		Alex Wang
Title:		S.V.P. & General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.


By:	/s/ John Feeney
Name:		John Feeney
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

STATE BANK OF INDIA, LOS ANGELES AGENCY


By:	/s/ C Sreenivasulu Setty
Name:		C Sreenivasulu Setty
Title:		V.P.&Head (Syndications)

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CHANG HWA COMMERCIAL BANK, LTD.,
LOS ANGELES BRANCH


By:	/s/ Beverley Chen
Name:		Beverley Chen
Title:		Vice President & General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

LAND BANK OF TAIWAN, LOS ANGELES BRANCH


By:	/s/ Juifu Chien
Name:		Juifu Chien
Title:		General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

UNITED OVERSEAS BANK LIMITED,
LOS ANGELES AGENCY


By:	/s/ Hoong Chen
Name:		Hoong Chen
Title:		Senior Vice President & General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE BANK OF NOVA SCOTIA


By:	/s/ Teresa Wu
Name:		Teresa Wu
Title:		Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CATHAY UNITED BANK, LTD.


By:	/s/ Grace Chou
Name:		Grace Chou
Title:		SVP & General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

UNION BANK, N.A.


By:	/s/ Katherine Brandt
Name:		Katherine Brandt
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

MEGA INTERNATIONAL COMMERCIAL BANK
CO., LTD. NEW YORK BRANCH


By:	/s/ Priscilla Hsing
Name:		Priscilla Hsing
Title:		VP & DGM

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CAPITAL ONE, N.A.
(Successor by merger to Chevy Chase Bank, F.S.B.)


By:	/s/ Frederick H. Denecke
Name:		Frederick H. Denecke
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

PEOPLE’S UNITED BANK


By:	/s/ Maurice E. Fry
Name:		Maurice E. Fry
Title:		Senior Commercial Loan Officer, SVP

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BNP PARIBAS


By:	/s/ Kandice Gu
Name:		Kandice Gu
Title:		Vice President


By:	/s/ Yung Wu
Name:		Yung Wu
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

JPMORGAN CHASE BANK, N.A.


By:	/s/ Brendan Poe
Name:		Brendan Poe
Title:		Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BARCLAYS BANK PLC


By:	/s/ Craig J. Malloy
Name:		Craig J. Malloy
Title:		Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

PNC BANK, NATIONAL ASSOCIATION


By:	/s/ Tyler Lowry
Name:		Tyler Lowry
Title:		Assistant Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

NORDDEUTSCHE LANDESBANK GIROZENTRALE
NEW YORK BRANCH AND/OR CAYMAN ISLAND BRANCH


By:	/s/ Lita Kot
Name:		Lita Kot
Title:		Director


By:	/s/ Neetu Saharia
Name:		Neetu Saharia
Title:		Associate Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BRANCH BANKING AND TRUST COMPANY


By:	/s/ Ahaz A. Armstrong
Name:		Ahaz A. Armstrong
Title:		Assistant Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

ROYAL BANK OF CANADA


By:	/s/ G. David Cole
Name:		G. David Cole
Title:		Authorized Signatory

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

BANK OF TAIWAN, LOS ANGELES BRANCH


By:	/s/ Chwan-Ming Ho
Name:		Chwan-Ming Ho
Title:		Vice President and General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

CITY NATIONAL BANK


By:	/s/ Robert Besser
Name:		Robert Besser
Title:		Senior Vice President

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

THE BANK OF NEW YORK MELLON


By:	/s/ Kenneth R. McDonnell
Name:		Kenneth R. McDonnell
Title:		Managing Director

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

GOLDMAN SACHS BANK USA


By:	/s/ Mark Walton
Name:		Mark Walton
Title:		Authorized Signatory

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

SUMITOMO MITSUI BANKING CORPORATION


By:	/s/ William G. Karl
Name:		William G. Karl
Title:		General Manager

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

ALEXANDRIA REAL ESTATE EQUITIES, INC.

DECEMBER 2010

EXHIBIT A

Amended Credit Agreement

(attached)

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of October 31, 2006

among

ALEXANDRIA REAL ESTATE EQUITIES, INC.,

ALEXANDRIA REAL ESTATE EQUITIES, L.P.,

ARE-QRS CORP.,

and

The Other Subsidiaries Party Hereto,

as the Borrowers,

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,

and

The Other Lenders Party Hereto

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

J.P. MORGAN SECURITIES LLC

and

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners

JPMORGAN CHASE BANK, N.A.

and

CITIBANK, N.A. ,

as Co-Syndication Agents,

THE BANK OF NOVA SCOTIA

BARCLAYS BANK PLC

THE ROYAL BANK OF SCOTLAND PLC

BBVA COMPASS BANK

and

RBC CAPITAL MARKETS,

as Co-Documentation Agents

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS			1
1.01	Defined Terms		1
1.02	Other Interpretive Provisions		37
1.03	Accounting Terms		38
1.04	Exchange Rates; Currency Equivalents		38
1.05	Additional Alternative Currencies.		39
1.06	Change of Currency		39
1.07	Times of Day		40
1.08	Letter of Credit Amounts		40

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS			40
2.01	Committed Loans		40
2.02	Borrowings, Conversions and Continuations of Committed Loans		41
2.03	Letters of Credit		46
2.04	Swing Line Loans		54
2.04A	Bid Loans		56
2.05	Prepayments		59
2.06	Termination or Reduction of Aggregate Revolving Commitments		60
2.07	Repayment of Loans		61
2.08	Interest		61
2.09	Fees		62
2.10	Computation of Interest and Fees		63
2.11	Evidence of Debt		63
2.12	Payments Generally; Administrative Agent’s Clawback		64
2.13	Sharing of Payments by Lenders		65
2.14	Extension of Revolving Commitment Termination Date and/or Term Loan Maturity Date		66
2.15	Increase in Commitments		67
2.16	Cash Collateral		69
2.17	Defaulting Lenders		70

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY			72
3.01	Taxes		72
3.02	Illegality		74
3.03	Inability to Determine Rates		74
3.04	Increased Costs; Reserves on Eurocurrency Rate Loans		75
3.05	Compensation for Losses		76
3.06	Mitigation Obligations; Replacement of Lenders		77

ARTICLE IV	CONDITIONS PRECEDENT TO THE AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT AGREEMENT AND FURTHER CREDIT EXTENSIONS		78
4.01	Conditions of Effectiveness of this Agreement		78
4.02	Conditions to all Credit Extensions		80

ARTICLE V REPRESENTATIONS AND WARRANTIES			81
5.01	Existence, Qualification and Power; Compliance with Laws		81
5.02	Authorization; No Contravention		81

5.03	Governmental Authorization; Other Consents.	81
5.04	Binding Effect.	81
5.05	Financial Statements; No Material Adverse Effect.	81
5.06	Litigation.	82
5.07	No Default.	82
5.08	Ownership of Property; Liens.	82
5.09	Environmental Compliance.	82
5.10	Insurance.	83
5.11	Taxes.	83
5.12	ERISA Compliance.	83
5.13	Subsidiaries; Equity Interests.	84
5.14	Margin Regulations; Investment Company Act; REIT and Tax Status; Stock Exchange Listing	84
5.15	Disclosure.	84
5.16	Compliance with Laws	85
5.17	Intellectual Property; Licenses, Etc.	85
5.18	[Reserved].	85
5.19	Property.	85
5.20	Brokers.	86
5.21	Other Debt.	86
5.22	Solvency.	86

ARTICLE VI AFFIRMATIVE COVENANTS		86
6.01	Financial Statements.	86
6.02	Certificates; Other Information.	87
6.03	Payment of Obligations.	89
6.04	Preservation of Existence, Etc.	89
6.05	Maintenance of Properties.	90
6.06	Maintenance of Insurance.	90
6.07	Compliance with Laws.	90
6.08	Books and Records.	90
6.09	Inspection Rights.	90
6.10	Use of Proceeds.	91
6.11	Occupancy Rate	91
6.12	Additional Borrowers	91

ARTICLE VII NEGATIVE COVENANTS		91
7.01	Liens.	91
7.02	Investments.	93
7.03	Fundamental Changes.	94
7.04	Restricted Payments.	94
7.05	Change in Nature of Business.	95
7.06	Transactions with Affiliates.	95
7.07	Burdensome Agreements.	95
7.08	Use of Proceeds.	96
7.09	Financial Covenants.	96

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES		96
8.01	Events of Default	96
8.02	Remedies Upon Event of Default.	98
8.03	Application of Funds.	99

ARTICLE IX ADMINISTRATIVE AGENT		100
9.01	Appointment and Authority.	100
9.02	Rights as a Lender.	100
9.03	Exculpatory Provisions.	100
9.04	Reliance by Administrative Agent.	101
9.05	Delegation of Duties.	101
9.06	Successor Administrative Agent.	102
9.07	Non-Reliance on Administrative Agent and Other Lenders.	103
9.08	No Other Duties, Etc.	103
9.09	Administrative Agent May File Proofs of Claim.	103
9.10	Collateral and Borrower Matters.	104
9.11	No Obligations of Borrowers.	104

ARTICLE X MISCELLANEOUS		104
10.01	Amendments, Etc.	104
10.01A	Required Lenders.	106
10.02	Notices; Effectiveness; Electronic Communication.	106
10.03	No Waiver; Cumulative Remedies.	108
10.04	Expenses; Indemnity; Damage Waiver.	108
10.05	Payments Set Aside.	110
10.06	Successors and Assigns.	110
10.07	Treatment of Certain Information; Confidentiality.	115
10.08	Right of Setoff.	117
10.09	Interest Rate Limitation.	117
10.10	Counterparts; Integration; Effectiveness.	118
10.11	Survival of Representations and Warranties.	118
10.12	Severability.	118
10.13	Replacement of Lenders.	118
10.14	Governing Law; Jurisdiction; Etc.	119
10.15	Waiver of Jury Trial.	120
10.16	USA PATRIOT Act Notice.	120
10.17	Borrowers’ Obligations.	120
10.18	ENTIRE AGREEMENT.	124
10.19	Hazardous Material Indemnity.	124
10.20	Release of a Borrower.	125
10.21	No Advisory or Fiduciary Responsibility.	125
10.22	Judgment Currency	126
10.23	Release of Borrowers; Certain Exempt Subsidiaries	127
10.24	Alternative Currency Fronting Lenders; Fronting Commitments	127

iii

SCHEDULES

	1.01(a)	Mandatory Cost Formulae
	1.01(b)	Tech Square
	2.01A	Revolving Commitments and Applicable Percentages
	2.02	Foreign Currency Lenders
	10.02	Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

		*Form of*

	A	Committed Loan Notice
	B	Swing Line Loan Notice
	C-1	Revolving Note
	C-2	Term Note
	D	Compliance Certificate
	E	Assignment and Assumption
	F	Joinder Agreement
	G	Lender Joinder Agreement
	H-1	Bid Request
	H-2	Competitive Bid

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

RECITALS

WHEREAS, the Borrowers have requested that the parties amend and restate the Existing Credit Agreement, and the Lenders are willing to do so on the terms and conditions set forth herein.

ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

1 .01 Defined Terms . As used in this Agreement, the following terms shall have the meanings set forth below:

“ Absolute Rate ” means a fixed rate of interest expressed in multiples of 1/100 th of one basis point.

“ Absolute Rate Loan ” means a Bid Loan that bears interest at a rate determined with reference to an Absolute Rate.

penalties, cost or expense associated with the early extinguishment of Indebtedness or deferred financing costs.

“ Administrative Agent ” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Aggregate Commitments ” means the Commitments of all the Lenders.

“ Alternative Currency ” means each of Euro, Sterling, Yen, Canadian Dollars and each other currency (other than Dollars) that is approved in accordance with Section 1.05.

Administrative Agent or the L/C Issuer, as the case may be, at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with Dollars.

“ Alternative Currency Fronting Lender ” means Bank of America or any other Revolving Lender designated by the Parent and the Administrative Agent (such designation shall be consented to by such Revolving Lender) in its capacity as an Alternative Currency Funding Lender for Revolving Loans denominated in an Alternative Currency in which any Alternative Currency Participating Lender purchases Alternative Currency Risk Participations and in which Bank of America (or such other appointed Revolving Lender) advances to the Borrowers the amount of all such Alternative Currency Participating Lenders’ respective Applicable Percentages of such Revolving Loans in accordance with Sections 2.02(b) and 2.02(f).

“ Alternative Currency Participation Payment Date ” has the meaning specified in Section 2.02(f)(iii).

“ Alternative Currency Risk Participation ” means, with respect to each Revolving Loan denominated in an Alternative Currency advanced by the Alternative Currency Fronting Lender, the risk

(e) the Applicable Percentage of each Revolving Lender and Term Lender is set forth opposite the name of such Lender on Schedule 2.01A (as it may be amended hereunder) or

in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, or in the records of the Administrative Agent, as applicable.

“ Applicable Rate ” means:

(a) With respect to the Term Loans, from time to time, the following percentages per annum:

Pricing Level	Debt Rating of Parent	Leverage Ratio	Eurocurrency Rate	Base Rate
1	³ BBB+/Baal	N/A	0.60%	0%
2	BBB/Baa2	N/A	0.70%	0%
3	BBB-/Baa3	N/A	0.80%	0%
4	unrated or <BBB-/ Baa3	<40%	1.00%	0%
5	unrated or <BBB-/ Baa3	³ 40% and <50%	1.15%	.15%
6	unrated or <BBB-/ Baa3	³ 50% and <60%	1.25%	.20%
7	unrated or <BBB-/ Baa3	³ 60	1.45%	.25%

(b) With respect to Revolving Loans, Swing Line Loans, Letters of Credit, the Facility Fee and the Unused Fee, from time to time, but subject to clause (c) below, the following percentages per annum:

Pricing Level	Leverage Ratio	Eurocurrency Rate +	Base Rate +	Facility Fee	Unused Fee
1	<35%	2.30%	1.30%	0%	0.40%
2	> 35% but < 40%	2.40%	1.40%	0%	0.40%
3	> 40% but <	2.60%	1.60%	0%	0.45%

	50%
4	> 50%	3.00 %	2.00 %	0%	0.50%

For any applicable period, the Applicable Rate shall be the rate set forth opposite the Leverage Ratio in effect from time to time.

Pricing Level	Debt Rating	Eurocurrency Rate +	Base Rate +	Facility Fee	Unused Fee
1	> A- / A3	1.75%	0.75%	0.30%	0%
2	BBB+ / Baal	1.85%	0.85%	0.35%	0%
3	BBB / Baa2	2.00%	1.00%	0.40%	0%
4	BBB- / Baa3 or Unrated	2.30%	1.30%	0.45%	0%

Administrative Agent (it being understood and agreed that in no event shall the Borrowers be required to deliver updated appraisals more frequently than once during any 24-month period).

“ Approved Fund ” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Bank of America ” means Bank of America, N.A. and its successors.

“ Base Qualifications ” means, for any Real Property, the following criteria:

(b) such Real Property is Unencumbered;

occupy Real Property pursuant to a Mortgageable Ground Lease, in either case, by the Parent, another Borrower or a direct or indirect Subsidiary of the Parent;

(d) subsequent to a Release Event, such Real Property is owned by (i) a direct or indirect Subsidiary of the Parent (other than the Operating Partnership) that is not obligated in respect of outstanding recourse Indebtedness for borrowed money or (ii) the Parent or the Operating Partnership or any other Borrower not released in accordance with Section 10.23; and

(e) is located in the United States, Canada, Scotland, the United Kingdom, Germany, Austria, France, Switzerland, the Netherlands, Belgium, Sweden, Denmark, Norway, Finland, Ireland or Japan.

“ Base Rate Loan ” means a Committed Loan that bears interest based on the Base Rate. All Base Rate Loans shall be denominated in Dollars.

“ Bid Loan ” has the meaning specified in Section 2.04A(a) .

“ Bid Loan Lender ” means, in respect of any Bid Loan, the Lender making such Bid Loan to the Borrowers.

“ Bid Request ” means a written request for one or more Bid Loans substantially in the form of Exhibit H-1 .

“ Borrower Materials ” has the meaning set forth in Section 6.02.

Borrowers with respect to the delivery of reports, financial statements, certifications and requests for Borrowings may be performed and executed by Parent with the effect of binding all Borrowers; provided further that after a Release Event, Borrowers shall mean the Parent, the Operating Partnership and any other Borrower not released from its obligations under the Loan Documents in accordance with Section 10.23.

“ Borrowing ” means a Committed Borrowing, a Bid Borrowing or a Swing Line Borrowing, as the context may require.

“ Canadian Dollars ” and “ C$ ” mean the lawful currency of Canada.

“ Capital Lease Obligations ” means all monetary obligations of a Person under any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease.

“ Capitalization Rate ” means 7.75% or such greater amount pursuant to Section 2.14.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as applicable) and the Revolving Lenders, as collateral for L/C Obligations, Obligations in respect of Swing Line Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if the L/C Issuer or Swing Line Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as applicable). “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means:

(c) demand deposits on deposit in accounts maintained at commercial banks having membership in the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder;

(d) commercial paper of an issuer rated (at the time of acquisition thereof) at least A-2 by S&P or P-2 by Moody’s and in either case having a term of not more than one year; and

(e) money market mutual or similar funds that invest primarily in assets satisfying the requirements of clauses (a) through (d) of this definition.

“ Cash Interest Expense ” means Adjusted Interest Expense of a Person that is paid or currently payable in Cash.

Parent in excess of $75,000,000 which gives the holders of such Indebtedness or Preferred Equity the right to accelerate or otherwise require payment of such Indebtedness or Preferred Equity prior to the maturity date thereof.

“ Closing Date ” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 10.01.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ” means any Term Loan Commitment or any Revolving Commitment, as applicable.

“ Committed Loan ” means a Revolving Loan or a Term Loan.

“ Common Stock ” means the common stock of Parent.

“ Competitive Bid ” means a written offer by a Lender to make one or more Bid Loans, substantially in the form of Exhibit H-2 , duly completed and signed by a Lender.

“ Compliance Certificate ” means a certificate substantially in the form of Exhibit D.

authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, financial models and databases, software programs, software source documents, manuals, documents, properties, names of tenants or potential tenants, vendors, suppliers, distributors and consultants, and formulae related to the current, future, and proposed products and services of the Parent or any of its Subsidiaries or tenants or potential tenants (including, without limitation, information concerning research, experimental work, development, design details and specifications, engineering, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, clients, business and contractual relationships, business forecasts, and sales and marketing plans). Confidential Information may be disclosed or accessible to the Administrative Agent and the Lenders as embodied within tangible material (such as documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), orally, or visually.

“ Credit Extension ” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

“ Default ” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“ Dollar ” and “ $ ”mean lawful money of the United States.

“ Domestic Subsidiary ” means any Subsidiary that is organized under the laws of any political subdivision of the United States.

“ EBITDA ” means, with respect to any Person (or any asset of a Person) for any fiscal period and without double counting, the sum of (a) the Net Income of such Person (or attributable to assets of the Person) for that period, plus (b) the following to the extent deducted in calculating Net Income of such Person (i) any non-recurring loss, plus (ii) Interest Expense for that period, plus (iii) the aggregate amount of federal and state taxes on or measured by income of such Person for that period (whether or not payable during that period), plus (iv) depreciation, amortization and all other non-cash expenses ( including non-cash officer compensation and any write-down of goodwill pursuant to GAAP) of such Person for that period, in each case as determined in accordance with GAAP, plus (v) transaction costs and expenses in connection with any merger or acquisition (whether or not consummated) not permitted to be capitalized pursuant to GAAP, plus (vi) severance and restructuring charges plus (vii) charges related to the early extinguishment of Indebtedness minus (c) any non-operating, non-recurring gain to the extent included in calculating Net Income of such Person (or attributable to assets of such Person).

“ EMU Legislation ” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement by any Borrower pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Offering ” means the issuance and sale by the Parent or the Operating Partnership of any equity securities.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Euro ” and “ EUR ” mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“ Eurocurrency Margin Bid Loan ” means a Bid Loan that bears interest at a rate based upon the Eurocurrency Rate.

“ Eurocurrency Rate ” means:

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London Banking Days prior to such date for Dollar deposits being delivered in the London interbank market for a term of one month commencing that day or (ii) if such published rate is not available at such time for any reason, the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the date of determination in same day funds in the approximate amount of the Base Rate Loan being made or maintained and with a term equal to one month would be offered by Bank of America’s London Branch to major banks in the London interbank Eurocurrency market at their request at the date and time of determination.

“ Eurocurrency Rate Committed Loan ” means a Committed Loan that bears interest at a rate based on clause (a) of the definition of “Eurocurrency Rate.”

“ Eurocurrency Rate Loan ” means a Eurocurrency Rate Committed Loan or a Eurocurrency Margin Bid Loan.

“ Event of Default ” has the meaning set forth in Section 8.01.

result of a Change in Law) to comply with Section 3.01(e), except to the extent that such Person (or its assignor, if any) was entitled, at the time of its appointment or designation of a new Lending Office (or assignment), to receive additional amounts from the Borrowers with respect to such withholding tax pursuant to Section 3.01(a) and (d) in the case of any Revolving Lender or any Lender that becomes a party hereto after the Third Amendment Effective Date, any United States Federal withholding tax imposed by reason of a Lender’s failure to comply with the requirements of Sections 1471 through 1474 of the Code or any applicable Treasury regulations promulgated thereunder, or any official interpretations thereof.

“ Existing Credit Agreement ” has the meaning set forth in the Recitals.

“ Existing Revolver Commitment Termination Date ” has the meaning set forth in Section 2.14(a).

“ Existing Term Loan Maturity Date ” has the meaning set forth in Section 2.14(b).

“ Federal Funds Rate ” means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided , that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.

“ Fixed Eurocurrency Rate Loan ” means a Swing Line Loan that bears interest at a rate based on the Fixed Eurocurrency Rate.

“ Foreign Lender ” means any Lender that is not a United States person as defined in Section 7701(a)(30) of the Code.

“ FRB ” means the Board of Governors of the Federal Reserve System of the United States.

“ Granting Lender ” has the meaning specified in Section 10.06(h).

obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness of the payment or performance of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated under any Environmental Law.

“ Honor Date ” is defined in Section 2.03(c)(i).

“ Indebtedness ” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances and bank guaranties;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(f) Capital Lease Obligations; and

(g) all Guarantees of such Person in respect of any of the foregoing.

the extent such Indebtedness is expressly made non-recourse to such Person and (ii) Indebtedness shall not include any Minority Interest’s share of any of the foregoing. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitees ” has the meaning specified in Section 10.04(b).

“ Initial Pool Properties ” means the Qualified Asset Pool Properties described in Schedule 5.18 hereto.

Request, as the case may be; and (b) as to each Absolute Rate Loan, a period of not less than 7 days and not more than 180 days as selected by the Parent in its Bid Request; provided that:

“ Investment ” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment, but reduced by any amounts received in respect of such Investment which constitute capital distributions, principal, sale proceeds or otherwise in respect thereof.

“ Investment Grade Rating ” means a Debt Rating of BBB- or better from S&P or a Debt Rating of Baa3 or better from Moody’s.

“ IP Rights ” has the meaning specified in Section 5.17.

“ IRS ” means the United States Internal Revenue Service.

“ Joinder Agreement ” means a joinder agreement substantially in the form attached hereto as Exhibit F .

enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.

“ L/C Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ L/C Issuer ” means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any successor issuer of Letters of Credit hereunder.

“ L/C Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.